Complete Facility Sample Clauses

Complete Facility. (i) Exhibit B to the Facility Lease contains a complete description of the entire Facility, which is located on the Site. Such items, together with the Site Lease Property for the Facility, constitute an integrated and self-contained pulp mill. The Owner Trustee's title and interest in the Leased Property under the Facility Lease is sufficient to permit during the Term of the Site Lease for the Site of the Facility (i) the locating, occupying, owning, selling, leasing, connecting, operating, maintaining, replacing, renewing, repairing and removing of the Facility, (ii) ingress to and egress from the Leased Property leased under the Facility Lease, (iii) the operating of the Leased Property leased under the Facility Lease in such a manner as to cause the Facility to perform on a daily basis, in commercial operation, the functions for which it was specifically designed at Design Capacity in accordance with the Plans therefor, and (iv) the preservation and enforcement by the Owner Trustee of its rights in and to the Leased Property leased under the Facility Lease and the easements and other rights in respect of the Site Lease Property described or referred to in the Site Lease for the Site of the Facility.
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Complete Facility. 55 Attachments to Participation Agreement: --------------------------------------- Schedule 1 - Note Purchaser Information Schedule 3.2(r) - ERISA Matters Schedule 3.2(s) - Environmental Matters Schedule 3.2(w) - Existing Leases Annex I - Definitions Exhibit A - Form of Trust Agreement Exhibit B - Form of Site Lease Exhibit C - Form of Facility Lease Exhibit D - Form of Trust Indenture and Security Agreement Exhibit E - Form of Deed of Trust AMENDED AND RESTATED PARTICIPATION AGREEMENT ----------------------- This AMENDED AND RESTATED Participation Agreement (as it may be amended from time to time) dated as of December 27, 2001 (the "Effective Date") is among Pope & Talbot, Inc., a Delaware corporation (herein, together with its xxxcesxxxx xnd assigns, the "Lessee"), SELCO Service Corporation, an ------ Ohio corporation (herein, together with its successors and assigns, the "Owner ----- Participant"), the Note Purchasers named in Schedule 1 hereto (the "Note ----------- ---- Purchasers"), Wilmington Trust Company, not in its individual capacity except as ---------- expressly stated herein, but solely as trustee (herein in such capacity, together with its successors and assigns, called the "Owner Trustee") under the ------------- Trust Agreement referred to below, and WELLS FARGO Bank NORTHWEST, National Association (formerly known as Fixxx Xecurity Bank, National Association) (herein in such capacity, together with its successors and assigns, called the "Indenture Trustee"). The Owner Participant and the Note Purchasers are herein ----------------- sometimes referred to collectively as the "Participants" and individually as a "Participant". ----------- RECITALS
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Complete Facility. The Lessee covenants and agrees, without limiting its obligations under the Facility Lease and the other Operative Agreements, that it shall obtain and maintain all licenses, rights and easements, and provide access to such utility services, sufficient to permit during the Term of the Site Lease (i) the locating, occupying, owning, selling, leasing, connecting, operating, maintaining, replacing, renewing, repairing and removing of the Facility, (ii) ingress to and egress from the Leased Property, (iii) intake and discharge of water and other utilities necessary for the operation of the Facility, (iv) the operating of the Leased Property in such a manner as to cause the Facility to perform on a daily basis, in commercial operation, the functions for which it was specifically designed at Design Capacity in accordance with the Plans therefor, and (v) the preservation and enforcement by the Owner Trustee of its rights in and to the Leased Property and the easements and other rights with respect to the Site Lease Property described or referred to in the Site Lease, except such licenses, rights and easements the absence of which would not cause a Material Adverse Effect. The Lessee shall have such access to the Leased Property as shall be reasonably necessary to comply with its obligations under this Section. The Lessee further covenants and agrees:
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Complete Facility. The Lessee covenants and agrees, without ----------------- limiting its obligations under the Facility Lease and the other Operative Agreements, that it shall obtain and maintain, or cause to be obtained and maintained, all Permits, rights and easements, and provide access to such utility services, sufficient to permit during the Term of the Site Lease (i) the locating, occupying, owning, selling, leasing, connecting, operating, maintaining, replacing, renewing, repairing and removing of the Facility, (ii) ingress to and egress from the Leased Property, (iii) intake and discharge of water and other utilities necessary for the operation of the Facility, (iv) the operating of the Leased Property in such a manner as to cause the Facility to perform on a daily basis, in commercial operation, the functions for which it was specifically designed at Design Capacity in accordance with the Plans therefor, and (v) the preservation and enforcement by the Owner Trustee of its rights in and to the Leased Property and the easements and other rights with respect to the Site Lease Property described or referred to in the Site Lease, except such Permits and rights the absence of which would not cause a Material Adverse Effect. The Lessee shall have such access to the Leased Property as shall be reasonably necessary to comply with its obligations under this Section. The Lessee further covenants and agrees:
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Complete Facility. 43 Section 10.2. Warranty Period. 44 Section 10.3. Remedial Warranty Work. 44 Section 10.4. Procedures for Remedial Warranty Work. 45 Section 10.5. Other Warranty Exclusions. 45 Section 10.6. Subcontractor Warranties. 45
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Complete Facility. Contractor represents and warrants to Owner that the Facility, including the Turbine, and all material, Equipment and workmanship related thereto and the installation/erection thereof
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Related to Complete Facility

  • Facility Prudential is willing to consider, in its sole discretion and within limits which may be authorized for purchase by Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of Prudential to consider such purchase of Shelf Notes is herein called the “Facility”. At any time, the aggregate principal amount of Shelf Notes stated in Section 1.2, minus the aggregate principal amount of Shelf Notes purchased and sold pursuant to this Agreement prior to such time, minus the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “Available Facility Amount” at such time. NOTWITHSTANDING THE WILLINGNESS OF PRUDENTIAL TO CONSIDER PURCHASES OF SHELF NOTES BY PRUDENTIAL AFFILIATES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER PRUDENTIAL NOR ANY PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY PRUDENTIAL OR ANY PRUDENTIAL AFFILIATE.

  • Project Documents The words "Project Documents" mean the Plans and Specifications, all studies, data and drawings relating to the Project, whether prepared by or for Borrower, the Construction Contract, the Architect's Contract, and all other contracts and agreements relating to the Project or the construction of the Improvements.

  • Refinancing Facilities (a) At any time after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans then outstanding under this Agreement (which, for purposes of this clause (i), will be deemed to include any then outstanding Other Term Loans and Other Term Loan Commitments) or (ii) all or any portion of the Revolving Loans (or unused Revolving Credit Commitments) under this Agreement (which, for purposes of this clause (ii), will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments), in the form of (x) Other Term Loans or Other Term Loan Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as applicable, in each case, pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (A) shall rank pari passu in right of payment and of security with the other Loans and Commitments hereunder, (B) will have such pricing, fees, premiums, and interest or optional prepayment terms as may be agreed by the Borrowers and the Lenders thereof, (C)(x) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a maturity date that is not prior to the maturity date of Revolving Loans (or unused Revolving Credit Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Loan Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the then applicable Weighted Average Life to Maturity of the Term Loans being refinanced (other than to the extent of nominal amortization for periods where amortization has been eliminated or reduced as a result of prepayments of such Term Loans), (D) any Credit Agreement Refinancing Indebtedness in the form of Other Term Loans or Other Term Loan Commitments will share ratably in any voluntary and mandatory prepayments or repayments of Term Loans (unless the Lenders providing the Other Term Loans agree to participate on a less than pro rata basis in any voluntary or mandatory prepayments or repayments), (E) will, in the case of any Credit Agreement Refinancing Indebtedness in the form of Other Revolving Loans or Other Revolving Commitments, provide that (1) the borrowing and repayment (except for (i) payments of interest and fees at different rates on Other Revolving Commitments (and related outstandings), (ii) repayments required upon the maturity date of the Other Revolving Commitments and (iii) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (3) below)) of Loans with respect to Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with all other Revolving Credit Commitments, (2) subject to the provisions of Section 2.3 and Section 2.4 to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Other Revolving Commitments in accordance with their percentage of the Revolving Credit Commitments (and except as provided in Section 2.3 and Section 2.4, without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Loans with respect to, and termination of, Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with all other Revolving Credit Commitments, except that the Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) assignments and participations of Other Revolving Commitments and Other Revolving Loans be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Loans, (F) such Credit Agreement Refinancing Indebtedness shall be subject to the Intercreditor Agreement and (G) will have terms and conditions that are not materially more restrictive, taken as a whole, to Holdings and its Restricted Subsidiaries than those applicable to the Refinanced Debt, taken as a whole, as determined in Holdings’ good faith judgment in consultation with the Administrative Agent (except for (A) covenants and events of default applicable only to periods after the Latest Maturity Date in effect at the time of the incurrence or issuance of any such Credit Agreement Refinancing Indebtedness or (B) unless the Borrowers enter into an amendment to this Agreement with the Administrative Agent (which amendment shall not require the consent of any other Lender) to add such more restrictive terms for the benefit of the Lenders). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.26 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans or $5,000,000 in the case of Other Revolving Loans and (y) an integral multiple of the Dollar Amount of $1,000,000 in excess thereof. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrowers, or the provision to the Borrowers of Swing Line Loans, pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments.

  • The Loan Facility (a) On the terms and subject to the conditions hereof, on the Effective Date, and thereafter from time to time prior to the Termination Date, the Borrower may request that the Lenders make loans (each a “Loan”) or that the LC Issuers issue, extend, modify or renew one or more Letters of Credit for the benefit of the Borrower or its designee (an “LC Credit Extension”), in each case, subject to the terms herein. The terms and conditions of the LC Credit Extensions are set forth in Section 2.04. Subject to the terms and conditions set forth herein, each Conduit Lender may in its sole discretion, and each Committed Lender shall, only if each Conduit Lender in its Lender Group elects not to (and has notified the Borrower, the Servicer, the Administrative Agent and the related Facility Agent) or there is no Conduit Lender in a Lender Group, make such Lender Group’s share of the Loans to the Borrower in an amount, for each Lender Group, equal to its Lender Group Percentage of the amount requested by the Borrower pursuant to Section 2.02; provided that no Lender shall make any such Loan if:

  • Total Facility Subject to all of the terms and conditions of this Agreement, the Lenders agree to make available a total credit facility of up to $100,000,000 (the “Total Facility”) to the Borrower from time to time during the term of this Agreement. The Total Facility shall be composed of a revolving line of credit consisting of Revolving Loans and Letters of Credit described herein.

  • Complete Agreement This Agreement, those documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

  • Material Project Documents (a) The Borrower shall at all times (i) perform and observe all of the covenants under the Material Project Documents to which it is a party, (ii) take reasonable actions to enforce all of its rights thereunder, and (iii) maintain the Leases to which it or any of its Subsidiaries is a party in full force and effect, except to the extent the same could not reasonably be expected to have a Material Adverse Effect.

  • Loan Facility Upon a request by the Borrower pursuant to Section 2.02, and on the terms and subject to the conditions hereinafter set forth, the Lenders shall, ratably in accordance with their respective Commitments, severally and not jointly, make Loans to the Borrower from time to time during the period from the Closing Date to the Termination Date. Under no circumstances shall any Lender be obligated to make any such Loan if, after giving effect to such Loan:

  • Complete Agreement; Modifications This Agreement and any documents referred to herein or executed contemporaneously herewith constitute the parties’ entire agreement with respect to the subject matter hereof and supersede all agreements, representations, warranties, statements, promises and understandings, whether oral or written, with respect to the subject matter hereof. This Agreement may be amended, altered or modified only by a writing signed by the Company and the Holders of a majority of the Registrable Securities then outstanding.

  • Complete Agreement; Construction This Agreement, including the Schedules hereto, shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any inconsistency between this Agreement and any Schedule, the Schedule shall prevail. The rights and remedies of the Parties herein provided shall be cumulative and in addition to any other or further remedies provided by law or equity.

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