Common use of Certain Funds Availability Clause in Contracts

Certain Funds Availability. Notwithstanding anything to the contrary herein (including Section 6.01), during the period from and including the Effective Date and to and including the Closing Date (after giving effect to the funding of the Advances on such date), and notwithstanding (i) that any representation given on the Effective Date or the Closing Date (excluding the Specified Representations and Neptune Acquisition Agreement Representations constituting conditions to the Closing Date) was incorrect, (ii) any failure by the Company to comply with the affirmative covenants and negative covenants or the existence of any Default or Event of Default (excluding (i) compliance on the Closing Date with Section 5.02(b) to the extent constituting a condition precedent to the Closing Date or (ii) the occurrence and continuation of any Event of Default under this Agreement with respect to Section 6.01(a) or Section 6.01(e) (with respect to the Company only)), (iii) any provision to the contrary in this Agreement, any other Loan Document or otherwise or (iv) that any condition to the Effective Date may subsequently be determined not to have been satisfied, neither the Agent nor any Lender shall be entitled to (a) cancel any of its Commitments (except as set forth in Section 2.05(c)), (b) rescind, terminate or cancel this Agreement or any Loan Document or any of its Commitments hereunder or exercise any right or remedy under this Agreement or any Loan Document, to the extent to do so would restrict, prevent, limit or delay the making of its Advance on the Closing Date or the Pre-Funding Date, as applicable, (c) refuse to participate in making its Advance on the Closing Date or the Pre-Funding Date, as applicable or (d) exercise any right of set-off or counterclaim in respect of its Advance to the extent to do so would prevent, limit or delay the making of its Advance on the Closing Date or the Pre-Funding Date, as applicable; provided that from the Closing Date after giving effect to the funding of the Advances on such date, all of the rights, remedies and entitlements of the Agent and the Lenders shall be available notwithstanding that such rights were not available prior to such time as a result of the foregoing. In addition, notwithstanding anything to the contrary in this Agreement, any other Loan Document or otherwise, the only representations the accuracy of which shall be a condition to the availability of Advances on the Closing Date shall be the Neptune Acquisition Agreement Representations and the Specified Representations to the extent set forth in Section 3.02(g) and the only defaults the absence of which shall be a condition to the availability of Advances on the Closing Date shall be the Defaults set forth in Section 3.02(g).

Certain Funds Availability. Notwithstanding anything to the contrary herein (including Section 6.01Article VIII), during the period from and including the Effective Date and to and including the Closing Date (after giving effect to the funding of the Advances Loans on such date), and notwithstanding (ia) that any representation given on the Effective Date or the Closing Date (excluding the Specified Representations and Neptune Acquisition Specified Merger Agreement Representations constituting conditions to the Closing DateRepresentations) was incorrect, (iib) any failure by the Company to comply with the affirmative covenants, negative covenants and negative financial covenants or the existence any other term of any Default or Event of Default (excluding (i) compliance on the Closing Date with Section 5.02(b) to the extent constituting a condition precedent to the Closing Date or (ii) the occurrence and continuation of any Event of Default under this Agreement with respect to Section 6.01(a) or Section 6.01(e) (with respect to the Company only))any other Loan Document, (iiic) any provision to the contrary in this Agreement, any other Loan Document or otherwise or (ivd) that any condition precedent to the Effective Date may subsequently be determined not to have been satisfied, neither the Administrative Agent nor any Lender shall be entitled to (a) cancel any of its Commitments (except as set forth in Section 2.05(c)), (bi) rescind, terminate or cancel this Agreement or any Loan Document or any of its Commitments hereunder or exercise any right or remedy or make or enforce any claim under this Agreement Agreement, any other Loan Documents, any Fee Letter or any Loan Documentotherwise it may have, to the extent to do so would restrict, prevent, limit or delay the making of its Advance on the Closing Date or the Pre-Funding Date, as applicable, (c) refuse to participate in making its Advance on the Closing Date or the Pre-Funding Date, as applicable or (d) exercise any right of set-off or counterclaim in respect of its Advance to the extent to do so would prevent, limit or delay the making of its Advance Loans on the Closing Date, (ii) refuse to participate in making its Loans on the Closing Date; provided that the conditions precedent set forth in Section 4.02 are satisfied or waived or (iii) exercise any right of set-off or counterclaim in respect of its Loans to the extent to do so would prevent, limit or delay the making of its Loans on the Closing Date. Notwithstanding anything to the contrary provided herein, (A) the rights and remedies of the Lenders and the Administrative Agent shall not be limited in the event that any condition set forth in Section 4.02 is not satisfied or waived on the Closing Date or and (B) immediately from and after the Pre-Funding Closing Date, as applicable; provided that from the Closing Date after giving effect to the funding of the Advances Loans on such date, all of the rights, remedies and entitlements of the Administrative Agent and the Lenders shall be available notwithstanding that such rights were not available prior to such time as a result of the foregoing. In addition, notwithstanding anything to the contrary in this Agreement, any other Loan Document or otherwise, the only representations the accuracy of which shall be a condition to the availability of Advances on the Closing Date shall be the Neptune Acquisition Agreement Representations and the Specified Representations to the extent set forth in Section 3.02(g) and the only defaults the absence of which shall be a condition to the availability of Advances on the Closing Date shall be the Defaults set forth in Section 3.02(g).

Certain Funds Availability. Notwithstanding anything to the contrary herein (including Section 6.01Article VIII), during the period from and including the Effective Date and to and including the earlier of (x) the Merger Closing Date (after giving effect to the funding of the Advances Loans on such date)) and (y) the Certain Funds Termination Date, and notwithstanding (ia) that any representation given on the Effective Date or the Merger Closing Date (excluding excluding, with respect 4857-0343-40294880-4767-9669 v.93 to the Merger Closing Date, the Specified Representations and Neptune Acquisition Specified Merger Agreement Representations constituting conditions to the Closing DateRepresentations) was incorrect, (iib) any failure by the Company to comply with the affirmative covenants, negative covenants and negative financial covenants or the existence any other term of any Default or Event of Default (excluding (i) compliance on the Closing Date with Section 5.02(b) to the extent constituting a condition precedent to the Closing Date or (ii) the occurrence and continuation of any Event of Default under this Agreement with respect to Section 6.01(a) or Section 6.01(e) (with respect to the Company only))any other Loan Document, (iiic) any provision to the contrary in this Agreement, any other Loan Document or otherwise or (ivd) that any condition precedent to the Effective Date may subsequently be determined not to have been satisfied, neither the Administrative Agent nor any Lender shall be entitled to (a) cancel any of its Commitments (except as set forth in Section 2.05(c)), (bi) rescind, terminate or cancel this Agreement or any Loan Document or any of its Commitments hereunder or exercise any right or remedy or make or enforce any claim under this Agreement Agreement, any other Loan Documents, any Fee Letter or any Loan Documentotherwise it may have, to the extent to do so would restrict, prevent, limit or delay the making of its Advance on the Closing Date or the Pre-Funding Date, as applicable, (c) refuse to participate in making its Advance on the Closing Date or the Pre-Funding Date, as applicable or (d) exercise any right of set-off or counterclaim in respect of its Advance to the extent to do so would prevent, limit or delay the making of its Advance Loans on the Merger Closing Date or the Pre-Funding Date, as applicable(ii) refuse to participate in making its Loans on the Merger Closing Date; provided that from the conditions precedent set forth in Section 4.02 are satisfied or waived or (iii) exercise any right of set-off or counterclaim in respect of its Loans to the extent to do so would prevent, limit or delay the making of its Loans on the Merger Closing Date. Notwithstanding anything to the contrary provided herein, (A) the rights and remedies of the Lenders and the Administrative Agent shall not be limited in the event that any condition set forth in Section 4.02 is not satisfied or waived on the Merger Closing Date and (B) immediately from and after the Merger Closing Date, after giving effect to the funding of the Advances Loans on such date, all of the rights, remedies and entitlements of the Administrative Agent and the Lenders shall be available notwithstanding that such rights were not available prior to such time as a result of the foregoing. In addition, notwithstanding anything to the contrary in this Agreement, any other Loan Document or otherwise, the only representations the accuracy of which shall be a condition to the availability of Advances on the Closing Date shall be the Neptune Acquisition Agreement Representations and the Specified Representations to the extent set forth in Section 3.02(g) and the only defaults the absence of which shall be a condition to the availability of Advances on the Closing Date shall be the Defaults set forth in Section 3.02(g).

Certain Funds Availability. Notwithstanding anything to the contrary herein (including Section 6.01Article VIII), during the period from and including the Effective Date and to and including the earlier of (x) the Merger Closing Date (after giving effect to the funding of the Advances Loans on such date)) and (y) the Certain Funds Termination Date, and notwithstanding (ia) that any representation given on the Effective Date or the Merger Closing Date (excluding excluding, with respect to the Merger Closing Date, the Specified Representations and Neptune Acquisition Specified Merger Agreement Representations constituting conditions to the Closing DateRepresentations) was incorrect, (iib) any failure by the Company to comply with the affirmative covenants, negative covenants and negative financial covenants or the existence any other term of any Default or Event of Default (excluding (i) compliance on the Closing Date with Section 5.02(b) to the extent constituting a condition precedent to the Closing Date or (ii) the occurrence and continuation of any Event of Default under this Agreement with respect to Section 6.01(a) or Section 6.01(e) (with respect to the Company only))any other Loan Document, (iiic) any provision to the contrary in this Agreement, any other Loan Document or otherwise or (ivd) that any condition precedent to the Effective Date may subsequently be determined not to have been satisfied, neither the Administrative Agent nor any Lender shall be entitled to (a) cancel any of its Commitments (except as set forth in Section 2.05(c)), (bi) rescind, terminate or cancel this Agreement or any Loan Document or any of its Commitments hereunder or exercise any right or remedy or make or enforce any claim under this Agreement Agreement, any other Loan Documents, any Fee Letter or any Loan Documentotherwise it may have, to the extent to do so would restrict, prevent, limit or delay the making of its Advance on the Closing Date or the Pre-Funding Date, as applicable, (c) refuse to participate in making its Advance on the Closing Date or the Pre-Funding Date, as applicable or (d) exercise any right of set-off or counterclaim in respect of its Advance to the extent to do so would prevent, limit or delay the making of its Advance Loans on the Merger Closing Date or the Pre-Funding Date, as applicable(ii) refuse to participate in making its Loans on the Merger Closing Date; provided that from the conditions precedent set forth in Section 4.02 are satisfied or waived or (iii) exercise any right of set-off or counterclaim in respect of its Loans to the extent to do so would prevent, limit or delay the making of its Loans on the Merger Closing Date. Notwithstanding anything to the contrary provided herein, (A) the rights and remedies of the Lenders and the Administrative Agent shall not be limited in the event that any condition set forth in Section 4.02 is not satisfied or waived on the Merger Closing Date and (B) immediately from and after the Merger Closing Date, after giving effect to the funding of the Advances Loans on such date, all of the rights, remedies and entitlements of the Administrative Agent and the Lenders shall be available notwithstanding that such rights were not available prior to such time as a result of the foregoing. In addition, notwithstanding anything to the contrary in this Agreement, any other Loan Document or otherwise, the only representations the accuracy of which shall be a condition to the availability of Advances on the Closing Date shall be the Neptune Acquisition Agreement Representations and the Specified Representations to the extent set forth in Section 3.02(g) and the only defaults the absence of which shall be a condition to the availability of Advances on the Closing Date shall be the Defaults set forth in Section 3.02(g).

Certain Funds Availability. Notwithstanding With respect to the Worldpay Acquisition Closing Date Credit Extension only, notwithstanding anything to the contrary herein (including Section 6.01‎Article VIII), during the period from and including the Effective Date and to and including the earlier of (x) the Worldpay Acquisition Closing Date (after giving effect to the funding of the Advances Worldpay Acquisition Closing Date Credit Extension on such date)) and (y) the Certain Funds Termination Date, and notwithstanding (ia) that any representation given on the Effective Date or the Worldpay Acquisition Closing Date (excluding excluding, with respect to the Worldpay Acquisition Closing Date, the Specified Representations and Neptune Specified Acquisition Agreement Representations constituting conditions to the Closing DateRepresentations) was incorrect, (iib) any failure by the Company to comply with the affirmative covenants, negative covenants and negative financial covenants or the existence any other term of any Default or Event of Default (excluding (i) compliance on the Closing Date with Section 5.02(b) to the extent constituting a condition precedent to the Closing Date or (ii) the occurrence and continuation of any Event of Default under this Agreement with respect to Section 6.01(a) or Section 6.01(e) (with respect to the Company only))any other Loan Document, (iiic) any provision to the contrary in this Agreement, any other Loan Document or otherwise or (ivd) that any condition precedent to the Effective Date may subsequently be determined not to have been satisfied, neither the Administrative Agent nor any Lender shall be entitled to (a) cancel any of its Commitments (except as set forth in Section 2.05(c)), (bi) rescind, terminate or cancel this Agreement or any Loan Document or any of its Commitments hereunder or exercise any right or remedy or make or enforce any claim under this Agreement Agreement, any other Loan Documents, any Fee Letter or any Loan Documentotherwise it may have, to the extent to do so would restrict, prevent, limit or delay the making of its Advance on the Closing Date or the Pre-Funding Date, as applicable, (c) refuse to participate in making its Advance on the Closing Date or the Pre-Funding Date, as applicable or (d) exercise any right of set-off or counterclaim in respect of its Advance to the extent to do so would prevent, limit or delay the making of its Advance Loans on the Worldpay Acquisition Closing Date or the Pre-Funding Date, as applicable(ii) refuse to participate in making its Loans on the Worldpay Acquisition Closing Date; provided that from the conditions precedent set forth in Section ‎4.02 are satisfied or waived or (iii) exercise any right of set-off or counterclaim in respect of its Loans to the extent to do so would prevent, limit or delay the making of its Loans on the Worldpay Acquisition Closing Date. Notwithstanding anything to the contrary provided herein, (A) the rights and remedies of the Lenders and the Administrative Agent shall not be limited in the event that any condition set forth in Section 4.02 is not satisfied or waived on the Worldpay Acquisition Closing Date and (B) immediately from and after the Worldpay Acquisition Closing Date, after giving effect to the funding of the Advances Loans on such date, all of the rights, remedies and entitlements of the Administrative Agent and the Lenders shall be available notwithstanding that such rights were not available prior to such time as a result of the foregoing. In addition, notwithstanding anything to the contrary in this Agreement, any other Loan Document or otherwise, the only representations the accuracy of which shall be a condition to the availability of Advances on the Closing Date shall be the Neptune Acquisition Agreement Representations and the Specified Representations to the extent set forth in Section 3.02(g) and the only defaults the absence of which shall be a condition to the availability of Advances on the Closing Date shall be the Defaults set forth in Section 3.02(g).

Certain Funds Availability. Notwithstanding anything to the contrary herein (including Section 6.01Article VII), during the period from and including the Effective Date and to and including the Closing Date (after giving effect to the funding of the Advances Loans on such date), and notwithstanding (ia) that any representation given on the Effective Date or the Closing Date (excluding the Specified Representations and Neptune Acquisition Agreement Representations constituting conditions precedent to the Closing Date) was incorrect, (iib) any failure by the Company to comply with the affirmative covenants and negative covenants or the existence of any Default or Event of Default (excluding (i) compliance on the Closing Date with Section 5.02(b) to the extent certain negative covenants constituting a condition conditions precedent to the Closing Date or (ii) the occurrence and continuation of any Event of Default under this Agreement with respect to Section 6.01(a) or Section 6.01(e) (with respect to the Company only)Date), (iiic) any provision to the contrary in this Agreement, any other Loan Document or otherwise or (ivd) that any condition precedent to the Effective Date may subsequently be determined not to have been satisfied, neither the Administrative Agent nor any Lender shall be entitled to (aunless an Event of Default under this Agreement shall have occurred and is continuing with respect to (x) cancel any of its Commitments (except as set forth in Section 2.05(c)), clause (b) of Article VII hereof as a result of a failure to pay any fee that is due and payable hereunder or under the Permanent Financing Fee Letter or (y) clauses (h) or (i) of Article VII hereof (with respect to the Company only)) (i) rescind, terminate or cancel this Agreement or any Loan Document or any of its Commitments hereunder (except as set forth in Section 2.09(a)) or exercise any right or remedy under this Agreement or make or enforce any claim under the Loan DocumentDocuments or otherwise it may have, to the extent to do so would restrict, prevent, limit or delay the making of its Advance Loans on the Closing Date or the Pre-Funding Date, as applicable, (cii) refuse to participate in making its Advance Loans on the Closing Date or the Pre-Funding Date, as applicable or (diii) exercise any right of set-off or counterclaim in respect of its Advance Loans to the extent to do so would restrict, prevent, limit or delay the making of its Advance Loans on the Closing Date or Date; provided that, from and after the Pre-Funding Closing Date, as applicable; provided that from the Closing Date after giving effect to the funding of the Advances Loans on such date, all of the rights, remedies and entitlements of the Administrative Agent and the Lenders shall be available notwithstanding that such rights were not available prior to such time as a result of the foregoing. In addition, notwithstanding anything to the contrary in this Agreement, any other Loan Document or otherwise, the only representations the accuracy of which shall be a condition to the availability of Advances on the Closing Date shall be the Neptune Acquisition Agreement Representations and the Specified Representations to the extent set forth in Section 3.02(g) and the only defaults the absence of which shall be a condition to the availability of Advances on the Closing Date shall be the Defaults set forth in Section 3.02(g).

Certain Funds Availability. Notwithstanding anything to the contrary herein (including Section 6.01), during the period from and including the Effective Date and to and including the Closing Date (after giving effect to the funding of the Advances on such date), and notwithstanding (i) that any representation given on the Effective Date or the Closing Date (excluding the Specified Representations and Neptune Palate Acquisition Agreement Representations constituting conditions to the Closing Date) was incorrect, (ii) any failure by the Company to comply with the affirmative covenants and negative covenants or the existence of any Default or Event of Default (excluding (i) compliance on the Closing Date with Section 5.02(b) to the extent certain negative covenants and absence of certain defaults constituting a condition precedent conditions to the Closing Date or (ii) the occurrence and continuation of any Event of Default under this Agreement with respect to Section 6.01(a) or Section 6.01(e) (with respect to the Company only)Date), (iii) any provision to the contrary in this Agreement, any other Loan Document or otherwise or (iv) that any condition to the Effective Date may subsequently be determined not to have been satisfied, neither the Agent nor any Lender shall be entitled to (unless an Event of Default under this Agreement shall have occurred and is continuing with respect to Section 6.01(a) or Section 6.01(e) (with respect to the Company only)) (a) cancel any of its Commitments (except as set forth in Section 2.05(c))Commitments, (b) rescind, terminate or cancel this Agreement or any Loan Document or any of its Commitments hereunder or exercise any right or remedy under this Agreement or make or enforce any claim under the Loan DocumentDocuments, the Term Fee Letter or otherwise it may have, to the extent to do so would restrict, prevent, limit or delay the making of its Advance on the Closing Date or the Pre-Funding Date, as applicable, (c) refuse to participate in making its Advance on the Closing Date or the Pre-Funding Date, as applicable or (d) exercise any right of set-off or counterclaim in respect of its Advance to the extent to do so would prevent, limit or delay the making of its Advance on the Closing Date or the Pre-Funding Date, as applicable; provided that from the Closing Date after giving effect to the funding of the Advances on such date, all of the rights, remedies and entitlements of the Agent and the Lenders shall be available notwithstanding that such rights were not available prior to such time as a result of the foregoing. In addition, notwithstanding anything to the contrary in this Agreement, any other Loan Document or otherwise, the only representations the accuracy of which shall be a condition to the availability of Advances on the Closing Date shall be the Neptune Palate Acquisition Agreement Representations and the Specified Representations to the extent set forth in Section 3.02(g3.02(f) and the only defaults the absence of which shall be a condition to the availability of Advances on the Closing Date shall be the Defaults set forth in Section 3.02(g3.02(f).

Certain Funds Availability. Notwithstanding anything to the contrary herein (including Section 6.01Article VII), during the period from and including the Effective Date and to and including the Closing Date (after giving effect to the funding of the Advances Loans on such date), and notwithstanding (ia) that any representation given on the Effective Date or the Closing Date (excluding the Specified Representations and Neptune Acquisition Agreement Representations constituting conditions precedent to the Closing Date) was incorrect, (iib) any failure by the Company to 1 NTD: Provisions to be updated to include full-year 2018 financials and remove 2015 financials and quarterly 2018 financials if agreement signed after filing of 10-K comply with the affirmative covenants and negative covenants or the existence of any Default or Event of Default (excluding (i) compliance on the Closing Date with Section 5.02(b) to the extent certain negative covenants constituting a condition conditions precedent to the Closing Date or (ii) the occurrence and continuation of any Event of Default under this Agreement with respect to Section 6.01(a) or Section 6.01(e) (with respect to the Company only)Date), (iiic) any provision to the contrary in this Agreement, any other Loan Document or otherwise or (ivd) that any condition precedent to the Effective Date may subsequently be determined not to have been satisfied, neither the Administrative Agent nor any Lender shall be entitled to (aunless an Event of Default under this Agreement shall have occurred and is continuing with respect to (x) cancel any of its Commitments (except as set forth in Section 2.05(c)), clause (b) of Article VII hereof as a result of a failure to pay any fee that is due and payable hereunder or under the Permanent Financing Fee Letter or (y) clauses (h) or (i) of Article VII hereof (with respect to the Company only)) (i) rescind, terminate or cancel this Agreement or any Loan Document #91672042V18 55 or any of its Commitments hereunder (except as set forth in Section 2.09(a)) or exercise any right or remedy under this Agreement or make or enforce any claim under the Loan DocumentDocuments or otherwise it may have, to the extent to do so would restrict, prevent, limit or delay the making of its Advance Loans on the Closing Date or the Pre-Funding Date, as applicable, (cii) refuse to participate in making its Advance Loans on the Closing Date or the Pre-Funding Date, as applicable or (diii) exercise any right of set-off or counterclaim in respect of its Advance Loans to the extent to do so would restrict, prevent, limit or delay the making of its Advance Loans on the Closing Date or Date; provided that, from and after the Pre-Funding Closing Date, as applicable; provided that from the Closing Date after giving effect to the funding of the Advances Loans on such date, all of the rights, remedies and entitlements of the Administrative Agent and the Lenders shall be available notwithstanding that such rights were not available prior to such time as a result of the foregoing. In addition, notwithstanding anything to the contrary in this Agreement, any other Loan Document or otherwise, the only representations the accuracy of which shall be a condition to the availability of Advances on the Closing Date shall be the Neptune Acquisition Agreement Representations and the Specified Representations to the extent set forth in Section 3.02(g) and the only defaults the absence of which shall be a condition to the availability of Advances on the Closing Date shall be the Defaults set forth in Section 3.02(g).