Agent and the Lenders shall have received executed counterparts of this Agreement and each other Facility Document set forth on the closing checklist attached hereto as Exhibit D, other than those that are specified therein as permitted to be delivered after the Closing Date; (b) each Lender shall have received a certificate from an Authorized Officer of the Borrower certifying that all of the conditions set forth in this Section 5.1 have been, or contemporaneously with the funding of the Disbursement will be, satisfied; (c) except for any action specified in Exhibit D to be taken after the Closing date or any Facility Document as permitted to be taken after the Closing Date, no Loan Party or any of its Subsidiaries shall have any Indebtedness, all other Indebtedness of the Loan Parties and their Subsidiaries, other than Indebtedness permitted under Section 7.5, shall have been or shall be substantially contemporaneously with the funding of the Loan on the Closing Date, paid off pursuant to payoff letters reasonably satisfactory to the Lenders, and any Liens relating thereto and any other Liens that are not Permitted Liens shall have been or shall substantially contemporaneously with the funding of the Loan on the Closing Date be terminated in a manner reasonably satisfactory to the Lenders; (d) all actions necessary to establish that the Agent (for the benefit of the Secured Parties) will have perfected first priority Liens (subject to Permitted Liens) in the Collateral under the Facility Documents shall have been or shall substantially contemporaneously with the funding of the Loan on the Closing Date be taken; (e) the fees required to be paid pursuant to Section 2.8 of Agent and the Lenders and all other fees required to be paid on the Closing Date pursuant to this Agreement and the other Facility Documents and all costs and expenses required to be paid on the Closing Date (including pursuant to Section 9.2) pursuant to this Agreement and the other Facility Documents, in the case of costs and expenses, to the extent invoiced prior to the Closing Date, shall have been, or substantially contemporaneously with the Disbursement shall be, paid (which amounts, at the sole option of the Lenders, may be offset against the proceeds of the Disbursement); (f) the Agent and the Lenders shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-mon...
Agent and the Lenders. The Administrative Agent may also require that any such documents and signatures be confirmed by a manually-signed original thereof; provided, however, that the failure to request or deliver the same shall not limit the effectiveness of any facsimile document or signature.
Agent and the Lenders. KEYBANK NATIONAL ASSOCIATION,
Agent and the Lenders. 86 Section 10.1. Appointment and Authorization of Agent 86 Section 10.2. Possession of Instruments by Agent 88 Section 10.3. Expenses 88 Section 10.4.
Agent and the Lenders. 61- Section 9.1 Appointment and Authorization of Agent............-61- Section 9.2 Possession of Instruments by Agent................-62- Section 9.3 Expenses..........................................-62- Section 9.4 Delegation of Duties; Reliance; Consultation......-62- Section 9.5 Limitation of Agent's Liability...................-63- Section 9.6 Default...........................................-64- Section 9.7 Lenders' Decision.................................-64- Section 9.8 Limitation of Liability of Lenders................-65- Section 9.9 Relationship of Lenders...........................-65- Section 9.10 Debtor-Creditor Relationship......................-65- Section 9.11 Credit Decisions..................................-65- Section 9.12 Removal of Agent..................................-65- Section 9.14 Sharing of Payments and Setoffs...................-66- Section 9.15 Non-advancing Lenders.............................-67- Section 9.16 Benefit of Lenders................................-68- ARTICLE X MISCELLANEOUS.....................................-68- Section 10.1 Continuing Agreement..............................-68- Section 10.2 Notices...........................................-68- Section 10.3 No Waivers........................................-69- Section 10.4 Expenses; Documentary Taxes; Indemnification......-69- Section 10.5 Amendments and Waivers: Consent to Deviation......-70- Section 10.6 Survival..........................................-70- Section 10.7 Prior Understandings; No Defenses; Release; No Oral Agreements.......................-70- Section 10.8 Limitation on Interest............................-70- Section 10.9 Invalid Provisions................................-71- Section 10.10 Successors and Assigns............................-71- Section 10.11 Senior Debt; Borrower Subordination...............-74- Section 10.12 Revolving Loan....................................-74- Section 10.13 Construction......................................-74- Section 10.15 Submission To Jurisdiction; Service of Process....-74- Section 10.16 JURY TRIAL WAIVER.................................-75- Section 10.17 Counterparts......................................-75- Section 10.18 Inconsistent Provisions...........................-75- SCHEDULES AND EXHIBITS SCHEDULE I NOTICE LIST; LOAN COMMITMENT AMOUNTS SCHEDULE II LIBOR MARGIN; BASE RATE MARGIN; COMMITMENT FEE PERCENTAGE SCHEDULE III EXISTING LIENS SCHEDULE 5.7(b) RETIREE MEDICAL AGREEMENTS EXHIBIT A...
Agent and the Lenders that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.7 shall be specifically enforceable against such Pledgor, and to the extent permitted by applicable law, such Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement.
Agent and the Lenders. Section 9.1. Appointment and Authorization of Agent.................. 46 Section 9.2. Possession of Instruments by Agent...................... 47 Section 9.3. Expenses..............................................
Agent and the Lenders have extended credit to Borrower for the purposes permitted in the Loan Agreement.
Agent and the Lenders acknowledge that the information provided to Agent and the Lenders by Borrower is confidential and proprietary information of Borrower (the “Confidential Information”). Accordingly, Agent and the Lenders agree that any Confidential Information it may obtain in the course of acquiring, administering, or perfecting Agent’s security interest in the Collateral shall not be disclosed to any other Person or entity in any manner whatsoever, in whole or in part, without the prior written consent of Borrower, except that Agent and the Lenders may disclose any such information: (a) to its Affiliates and its partners, investors, lenders, directors, officers, employees, agents, advisors, counsel, accountants, counsel, representative and other professional advisors if Agent or the Lenders in their sole discretion determines that any such party should have access to such information in connection with such party’s responsibilities in connection with the Loan or this Agreement and, provided that such recipient of such Confidential Information either (i) agrees to be bound by the confidentiality provisions of this paragraph or (ii) is otherwise subject to confidentiality restrictions that reasonably protect against the disclosure of Confidential Information; (b) if such information is generally available to the public or to the extent such information becomes publicly available other than as a result of a breach of this Section or becomes available to Agent or any Lender, or any of their respective Affiliates on a non-confidential basis from a source other than the Borrower; (c) if required or appropriate in any report, statement or testimony submitted to any governmental authority having or claiming to have jurisdiction over Agent or the Lenders and any rating agency; (d) if required or appropriate in response to any summons or subpoena or in connection with any litigation, to the extent permitted or deemed advisable by Agent’s or the Lenders’ counsel; (e) to comply with any legal requirement or law applicable to Agent or the Lenders or demanded by any governmental authority; (f) to the extent reasonably necessary in connection with the exercise of, or preparing to exercise, or the enforcement of, or preparing to enforce, any right or remedy under any Loan Document (including Agent’s sale, lease, or other disposition of Collateral after default), or any action or proceeding relating to any Loan Document; (g) to any participant or assignee of Agent or the Lenders or any p...
Agent and the Lenders. If any or all of the indebtedness becomes due and payable hereunder or under any Secured Hedging Agreement, each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent, the Lenders, the Hedging Agreement Providers, or their respective order, or demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the Credit Party Obligations. The word “indebtedness” is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Credit Agreement, the other Credit Documents or any Secured Hedging Agreement, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code).
