OF THE BORROWER. 5.1 The borrower promises:
OF THE BORROWER. The Borrower further promises and agrees that:
OF THE BORROWER. In order to induce the Administrative Agent, the Collateral Agent and the Initial Lenders to enter into this Agreement and to induce the Initial Lenders to make the Term Loans on each Closing Date, the Borrower hereby makes the following representations and warranties, on each such Closing Date; provided, however, that, except as otherwise specified, (a) on and as of the Initial Closing Date, references in this Article 5 to any Subsidiary or Subsidiaries of the Borrower, to the Project Companies and to the Projects shall be deemed to refer to each of the Borrower’s Subsidiaries (other than with respect to (i) the Steel Winds Companies and the Steel Winds Project and (ii) the Stetson Intermediate Holding Company and the Stetson II Project), (b) on and as of the Subsequent Closing Date, references in this Article 5 to any Subsidiary or Subsidiaries of the Borrower, to the Project Companies and to the Projects shall be deemed to refer only to (i) each of the Borrower’s Subsidiaries (other than with respect to the Stetson Intermediate Holding Company and the Stetson II Project), (ii) each of the Project Companies and Projects in clause (a) and (iii) the Steel Winds Companies and the Steel Winds Project, respectively and (c) on and as of the Stetson II Effective Date, references in this Article 5 to any Subsidiary or Subsidiaries of the Borrower, to the Project Companies and to the Projects shall be deemed to refer to each of the Borrower’s Subsidiaries, to each of the Project Companies and to each of the Projects as applicable; provided, further, that the notwithstanding the foregoing, the reference in Section 5.15 to the Borrower’s Subsidiaries shall be deemed to refer to each of the Subsidiaries of the Borrower as of each Closing Date.
OF THE BORROWER. The Borrower irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of the copies thereof by certified mail, return receipt requested, postage prepaid, to it at its address set forth herein, such service to become effective upon the earlier of (i) the date 10 calendar days after such mailing or (ii) any earlier date permitted by applicable law. The Borrower agrees that it will at all times continuously maintain an agent to receive service of process in the State of New York on behalf of itself and its properties and in the event that, for any reason, the agent named above or its successor shall no longer serve as its agent to receive service of process in the State of New York on its behalf, it shall promptly appoint a successor so to serve and shall advise the Agent and the Lenders thereof (and shall furnish to the Agent the consent of any successor agent so to act). Nothing in this SECTION 9.9 shall affect the right of the Agent or any Lender to bring proceedings against the Borrower in the courts of any other jurisdiction or to serve process in any other manner permitted by applicable law.
OF THE BORROWER. To induce DOE to enter into this Agreement and to arrange for FFB to purchase the Notes and offer extensions of credit thereunder, the Borrower hereby represents and warrants to and in favor of DOE and FFB as of (w) the date hereof, (x) the Principal Instrument Delivery Date, (y) the Financial Closing Date and (z) each Advance Date that:
OF THE BORROWER. The Borrower undertakes that during the Facility Period it shall:
OF THE BORROWER. The Borrower agrees to reimburse the Collateral Agent for any amounts paid to any Lockbox Bank arising out of any required indemnification by the Collateral Agent of such Lockbox Bank against damages incurred by the Lockbox Bank in the operation of a Lockbox Account for the Borrower. The Borrower shall enter into Lockbox Agreements on terms satisfactory to the Administrative Agents on or prior to the 90th day following the Effective Date.
OF THE BORROWER. The Borrower has requested that, substantially simultaneously with the consummation of the Rams Acquisition, the Lenders extend credit to the Borrower in the form of Term Loans and Revolving Loans on the Closing Date. The proceeds of the Term Loans and the Revolving Loans borrowed on the Closing Date will be used on the Closing Date (i) to repay in full (x) all indebtedness outstanding under the Existing Credit Agreement and (y) substantially all outstanding indebtedness of Rams and its subsidiaries (the “Refinancing”), (ii) to fund the consideration payable in the Rams Acquisition and (iii) to pay fees and expenses incurred in connection with the Transactions. The Lenders have indicated their willingness to lend and the LC Issuers have indicated their willingness to issue Facility LCs, in each case on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
OF THE BORROWER. Further to secure the payment and performance of the Liabilities, the Borrower hereby covenants, warrants and agrees with the Lender as follows:
OF THE BORROWER. The Borrower shall deposit in the Cash Collateral Account, as and when received, all cash and cash equivalents not required to be deposited in the Earn-Out Account or the Initial Interest Account (except the amounts referred to in clauses (i), (ii) and (iii) in the parenthetical in the immediately preceding sentence and, in the case of any such cash proceeds arising from (a) the incurrence, issuance or sale by the Borrower or the Company of any Indebtedness (other than Excluded Indebtedness) or (b) any loss, damage, destruction or condemnation of, or of any sale, transfer or other disposition to any Person of, any asset or assets of the Borrower or the Company (other than those pursuant to Section 6.05(a), (b), (c), (e), (f), (g), or (h)), any amount permitted to be netted therefrom pursuant to the definition of “Net Proceeds”)).
