RP Payment Conditions definition
RP Payment Conditions means, and will be deemed to be satisfied with respect to any particular action as to which the satisfaction of the RP Payment Conditions is being determined if, after giving effect to the taking of such action, (1) no Designated Event of Default has occurred and is continuing immediately prior or after giving effect thereto, (2) Specified Excess Availability for each day in the 30-day period prior to such action and on the date of such proposed action would exceed the greater of (a) 15% of the Line Cap then in effect and (b) $37.5 million, in any such case, on a Pro Forma Basis, and (3) the Fixed Charge Coverage Ratio as of the end of the most recent Test Period would be at least 1.0 to 1.0 on a Pro Forma Basis giving effect to the subject action; provided that compliance with the Fixed Charge Coverage Ratio will not be required if after giving effect to the taking of such action, Specified Excess Availability would exceed the greater of (i) 20% of the Line Cap then in effect and (ii) $50 million, on a Pro Forma Basis.
RP Payment Conditions means, at the time of determination with respect to an RP Payment, that (a) no Event of Default then exists or would arise as a result of the making of such RP Payment, (b) the Pro Forma Availability Condition shall have been satisfied after giving effect to such RP Payment, and (c) after giving effect to such RP Payment, the Consolidated Fixed Charge Coverage Ratio, on a Pro Forma Basis for the four Fiscal Quarters most recently preceding such RP Payment (provided that, if any such RP Payment is to be consummated within thirty (30) days after the end of any Fiscal Quarter, such calculation shall be made with respect to the four Fiscal Quarters most recently preceding such RP Payment for which financial statements have been required to be delivered pursuant to SECTIONS 5.01(a) and (b) hereof), is equal to or greater than 1.10:1.00. In accordance with SECTION 5.02(i) hereof, at least five (5) Business Days prior to the making of any RP Payment, the Loan Parties shall deliver to the Administrative Agent evidence reasonably satisfactory to the Administrative Agent that the conditions contained in clauses (b) and (c) have been satisfied. Notwithstanding anything to the contrary contained in this definition, the Loan Parties shall not be required to comply with the requirements of clause (c) contained herein in order to satisfy the “RP Payment Conditions” if Availability following, and immediately after giving effect to, such RP Payment, will be greater than twenty-five percent (25%) of the lesser of (x) the then FILO Borrowing Base (or if the FILO Commitments have been terminated, the then Tranche A Borrowing Base), and (y) the then Revolving Credit Ceiling.
RP Payment Conditions means prior to and after giving effect to the relevant action as to which the satisfaction of the RP Payment Conditions is being determined, (a) no Default shall have occurred or be continuing, and either (b) (I) on a pro forma basis, Holdings would be in compliance with the Financial Covenant (disregarding whether a Testing Period is then in effect) and (II) Availability (on a pro forma basis) for the immediately preceding 30 calendar days shall be in excess of the greater of (x) $31,250,000 and (y) 15% of the lesser of (1) the Total Revolving Credit Commitment at such time and (2) the Borrowing Base at such time (as determined by reference to the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 5.04), as adjusted in accordance with this Agreement or (c) Availability (on a pro forma basis) for the immediately preceding 30 calendar days shall be in excess of the greater of (x) $42,500,000 and (y) 20% of the lesser of (1) the Total Revolving Credit Commitment at such time and (2) the Borrowing Base at such time (as determined by reference to the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 5.04), as adjusted in accordance with this Agreement.
More Definitions of RP Payment Conditions
RP Payment Conditions means the following: (i) no Specified Default exists or would arise after giving effect to the relevant transactions, (ii) pro forma compliance for the four fiscal quarters most recently preceding such transaction or payment for which financial statements are available with a Fixed Charge Coverage Ratio of at least 1.00:1.00 and (iii) the Borrower’s having Specified Excess Availability (and with a 30-day lookback) in excess of the greater of (x) $37.5 million and (y) 15% of the Line Cap; provided however that the condition set forth in clause (ii) shall not be applicable if the Borrower has Specified Excess Availability in excess of the greater of (x) $50 million and (y) 20% of the Line Cap, in each case, on a pro forma basis immediately after giving effect to such transaction.
RP Payment Conditions means, and will be deemed to be satisfied with respect to any particular action as to which the satisfaction of the RP Payment Conditions is being determined if, after giving effect to the taking of such action, (1) no Designated Event of Default has occurred and is continuing immediately prior or after giving effect thereto, (2) Specified Excess Availability for each day in the 30-day period prior to such action and on the date of such proposed action would exceed the greater of (a) 15% of the Line Cap then in effect and (b) $37.5 million, in any such case, on a Pro Forma Basis, and (3) the Fixed Charge Coverage Ratio as of the end of the most recent Test Period would be at least 1.0 to 1.0 on a Pro Forma Basis giving effect to the subject action; provided that compliance with the Fixed Charge Coverage Ratio will not be required if after giving effect to the taking of such action, Specified Excess Availability would exceed the greater of (i) 20% of the Line Cap then in effect and (ii) $50 million, on a Pro Forma Basis. “S&P” means Standard & Poor’s Ratings Services or any successor entity thereto. “Sale Leaseback Transaction” means a sale leaseback transaction with respect to all or any portion of any real property owned by the Borrower or any Restricted Subsidiary. “Sanctioned Country” shall mean, at any time, a country, region or territory that is subject to comprehensive Sanctions (as of the Closing Date, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Syria, and the Crimea Region of Ukraine). “Sanctioned Person” shall mean, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or by the United Nations Security Council, the European Union, any EU member state, Her Majesty’s Treasury of the United Kingdom or the Hong Kong Monetary Authority, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person. “Sanctions” shall mean economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any European Union me...