Incremental Loan Commitment Requirements means, with respect to any provision of an Incremental Loan Commitment on a given Incremental Loan Commitment Date, the satisfaction of each of the following conditions: (a) no Default or Event of Default then exists or would result therefrom; (b) calculations are made by Holdings demonstrating compliance on a Pro Forma Basis (determined as of the last day of the most recently ended fiscal quarter for which Section 9.01 Financials are available) with the covenant contained in Section 10.09 (whether or not such covenant is applicable at such time in accordance with its terms); (c) the delivery by the relevant Credit Parties of such technical amendments, modifications and/or supplements to the respective Security Documents as are reasonably requested by the Administrative Agent to ensure that the additional Obligations to be incurred pursuant to the Incremental Term Loan Commitments or Incremental RL Commitments, as the case may be, are secured by, and entitled to the benefits of, the relevant Security Documents, and each of the Lenders hereby agrees to, and authorizes the Collateral Agent to enter into, any such technical amendments, modifications or supplements; (d) the delivery by Holdings, to the Administrative Agent of an officer’s certificate executed by a Responsible Officer certifying as to compliance with preceding clauses (a) and (b) and containing the calculations (in reasonable detail) required by preceding clause (b); (e) Holdings shall have demonstrated to Administrative Agent’s reasonable satisfaction that the full amount of the relevant Loans to be made pursuant to such Incremental Loan Commitments (assuming the full utilization thereof) may be incurred without violating the terms of any Indebtedness of Holdings or any of its Restricted Subsidiaries in an aggregate principal amount in excess of the Threshold Amount; (f) the satisfaction of all other conditions precedent that may be set forth in the respective Incremental Term Loan Commitment Agreement or Incremental RL Commitment Agreement, as the case may be; and (g) the completion by the Credit Parties of such other actions as the Administrative Agent may reasonably request in connection with the provision of such Incremental Loan Commitment (including, without limitation, delivery of officers’ certificates, resolutions, evidence of good standing and reasonably satisfactory opinions of counsel).
Incremental Loan Commitment Requirements means, with respect to any request for a Commitment Increase made pursuant to Section 2.02 or any provision of a Commitment Increase on a given Commitment Increase Date, the satisfaction of each of the following conditions: (i) no Default or Event of Default then exists, and (ii) the Borrower has not theretofore reduced the Commitments pursuant to Section 2.16 hereof.
Incremental Loan Commitment Requirements means, with respect to any provision of an Incremental Loan Commitment on a given Incremental Loan Commitment Date, the satisfaction of each of the following conditions on or prior to the effective date of the respective Incremental Loan Commitment Agreement: (i) no Default or Event of Default then exists or would result therefrom (for purposes of such determination, assuming the relevant
Examples of Incremental Loan Commitment Requirements in a sentence
The Agent, the Lenders and the Loan Parties acknowledge that: After giving effect to the provisions of Paragraph 8 of this First Amendment, the Incremental Loan Commitment Requirements and all other requirements of Section 2.02 have been satisfied.
So long as the Incremental Loan Commitment Requirements are satisfied, the Borrower shall have the right at any time, and from time to time, to request an increase of the Total Commitments to an amount not to exceed $275,000,000.
So long as the Incremental Loan Commitment Requirements are satisfied, the Borrower shall have the right at any time, and from time to time, to request an increase of the Total Commitment to an amount not to exceed $200,000,000.
More Definitions of Incremental Loan Commitment Requirements
Incremental Loan Commitment Requirements means, the satisfaction of each of the following conditions: (i) the delivery by the Borrower to the Administrative Agent on or prior to such date of an acknowledgement in form and substance reasonably satisfactory to the Administrative Agent and executed by each Guarantor, acknowledging that such Incremental Facility and all Loans to be incurred pursuant thereto shall constitute (and be included in the definition of) “Obligations” under any Guaranty and Collateral Agreement; (ii) the delivery by the Borrower to the Administrative Agent of an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Loan Parties, dated such date, covering such of the matters consistent with those set forth in the opinions of counsel delivered to the Administrative Agent on the Effective Date pursuant to Section 4.01 as may be reasonably requested by the Administrative Agent (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent); and (iv) the delivery by the Borrower and the other Loan Parties to the Administrative Agent on or prior to such date of such other officers’ certificates, board of director resolutions and evidence of good standing consistent with those required to be delivered to the Administrative Agent on the Effective Date pursuant to Section 4.01 as the Administrative Agent shall reasonably request.
Incremental Loan Commitment Requirements with respect to any provision of an Incremental Loan Commitment on a given Incremental Loan Commitment Date, the satisfaction of each of the following conditions on or prior to the closing date of the respective Incremental Loan Commitment Agreement:
Incremental Loan Commitment Requirements means, the satisfaction of each of the following conditions: (i) the delivery by the Borrower to the Administrative Agent on or prior to such date of an acknowledgement in form and substance reasonably satisfactory to the Administrative Agent and executed by each Loan Guarantor, acknowledging that such Incremental Facility and all Loans to be incurred pursuant thereto shall constitute (and be included in the definition of) “Guaranteed Obligations” or “Secured Obligations”, as applicable, under this Agreement or any Collateral Document; (ii) the delivery by the Borrower to the Administrative Agent of an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Loan Parties, dated such date, covering such of the matters consistent with those set forth in the opinions of counsel delivered to the Administrative Agent on the Effective Date pursuant to Section 4.01 as may be reasonably requested by the Administrative Agent (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent); and (iv) the delivery by the Borrower and the other Loan Parties to the Administrative Agent on or prior to such date of such other officers’ certificates, board of director resolutions and evidence of good standing consistent with those required to be delivered to the Administrative Agent on the Effective Date pursuant to Section 4.01 as the Administrative Agent shall reasonably request.
Incremental Loan Commitment Requirements means, with respect to any request for a Commitment Increase made pursuant to Section 3.3, or any provision of a Commitment Increase on a given Commitment Increase Date, the satisfaction of each of the following conditions: (i) no Default or Event of Default then exists or would result therefrom (including on a pro forma basis relative to financial covenant compliance), (ii) the Borrower shall have certified to the Agent that the incurrence of Indebtedness in an aggregate principal amount equal to the full amount of the Commitment Increase then requested or provided would not cause a breach of, or a default under, any agreement to which the Borrower is a party, (iii) all representations and warranties and covenants of the Borrower contained in this Loan Agreement or the other Loan Documents shall be true as of the date as of which it was made and shall also be true at and as of the such date of request or Commitment Increase Date, as the case may be (after giving effect to the incurrence of any Advances at such time), except to the extent of changes resulting from transactions contemplated and permitted by this Loan Agreement and the other Loan Documents and changes occurring in the ordinary course of business that singly or in the aggregate are not materially adverse, or except to the extent that such representations and warranties relate expressly to an earlier date, and (iv) the delivery by the Borrower of an officer's certificate to the Agent certifying as to compliance with the preceding clauses (i), (ii), and (iii).
Incremental Loan Commitment Requirements means, with respect to any provision of an Incremental Commitment on a given Incremental Loan Commitment Date (as defined in Section 2.16(b)), the satisfaction of each of the following conditions on or prior to the effective date of the respective Incremental Loan Commitment Agreement: (i) no Potential Default or Event of Default then exists or would result therefrom, (ii) all of the representations and warranties contained herein and in the other Loan Documents are true and correct in all material respects at such time (unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (iii) the delivery by each of the Borrowers to the Agent of an officer’s certificate executed by an Authorized Officer of such Borrower and certifying as to compliance with preceding clauses (i) and (ii), (iv) the delivery by the Borrowers to the Agent of an opinion, in form and substance reasonably satisfactory to the Agent, from counsel to the Borrowers and dated such date, covering such of the matters set forth in the opinions of counsel delivered to the Agent on the Closing Date pursuant to Section 6.01(d) as may be reasonably requested by the Agent, and such other matters incident to the transactions contemplated thereby as the Agent may reasonably request, (v) the delivery by the Borrowers to the Agent of such other officers’ certificates and evidence of good standing as the Agent shall reasonably request and (vi) the completion by the Borrowers of such other actions as the Agent may reasonably request in connection with such Incremental Commitment. Indebtedness shall mean, as to any Person at any time, any and all indebtedness, obligations or liabilities (whether matured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of: (i) borrowed money, (ii) amounts raised under or liabilities in respect of any note purchase or acceptance credit facility, (iii) payment obligations (contingent or otherwise) under any letter of credit, currency swap agreement, interest rate swap, cap, collar or floor agreement or other interest rate management device, (iv) any other transaction (including forward sale or purchase agreements, capitalized leases and conditional sales agreements) having the commercial effect of a borrowing of money entered into by such Person to finance its operation...
Incremental Loan Commitment Requirements appearing in Section 1 of the Credit Agreement certifying that the conditions set forth in clauses (i) and (ii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement have been satisfied (together with calculations demonstrating same (where applicable) in reasonable detail) and also certifying that the full amount of Revolving Loans and Incremental Term Loans to be made under the Incremental Commitments (assuming the full utilization thereof) may be incurred without violating the terms of material Indebtedness of the Borrower and its Subsidiaries as required to be delivered pursuant to clause (viii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement. Attached hereto as Annex III is an opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to the respective Credit Parties, delivered as required pursuant to clause (vi) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement. NEWYORK 9229748 (2K)
Incremental Loan Commitment Requirements appearing in Section 1 of the Credit Agreement have been satisfied (together with calculations demonstrating same (where applicable) in reasonable detail) and also certifying that the full amount of Revolving Loans and Incremental Term Loans to be made under the Incremental Commitments (assuming the full utilization thereof) may be incurred without violating the terms of material Indebtedness of the Borrower and its Subsidiaries as required to be delivered pursuant to clause (viii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement. Attached hereto as Annex III is an opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel to the respective Credit Parties, delivered as required pursuant to clause (vi) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement. NEWYORK 9229748 (2K)