Compliance with Indentures. The making of the extensions of credit hereunder and the granting of the Liens under the Security Documents shall not violate any provisions of the Indentures, and the Administrative Agent shall have received a certificate of a Responsible Officer of the Company (which certificate shall be in form and substance reasonably satisfactory to the Administrative Agent) certifying that the transactions contemplated hereby do not necessitate the sharing (on an equal and ratable basis or otherwise) of collateral security granted pursuant to the Security Documents with any trustee or holder of Indebtedness under the Indentures.
Compliance with Indentures. If requested by Trimaran, the Company or CAC, as applicable, shall engage (at the Company or CAC's expense, as applicable) an investment banking firm of national standing to give an opinion as to the fairness to the Company or CAC, as the case may be, of the transactions contemplated by this Agreement. Each of the Company and CAC shall use best efforts to comply with Section 4.11 of the Indenture, dated as of November 18, 2005, among El Pollo Loco, Inc. (as successor to EPL Finance Corp. by merger), EPL Intermediate, Inc. and The Bank of New York Trust Company, N.A., as trustee (the "EPL Indenture") and Section 4.11 of the Indenture, dated as of November 18, 2005, between EPL Intermediate, Inc. (as successor to EPL Intermediate Finance Corp. by merger) and The Bank of New York Trust Company, N.A., as trustee (the "Intermediate Indenture" and, together with the EPL Indenture, the Indentures), to the extent applicable, including by delivering an officer's certificate or fairness opinion if required; provided that, if either the Company or CAC are unable to so comply with the Indentures, this Agreement shall be modified by the parties but only to the extent required to so comply with the Indentures.
Compliance with Indentures. (a) Hilton agrees to comply with all of its obligations under the Indentures and the Supplemental Indentures, and not to take any action that would cause an Event of Default under the Indentures.
Compliance with Indentures. Borrower shall be in compliance with Section 303 of the Ninth Supplemental Indenture dated as of June 10, 2003 to Borrower’s Indenture dated as of August 17, 1998, between Borrower and The Bank of New York, as Trustee, including all supplements thereto (and any other limitations on the creation or existence of Liens contained in any other indentures or debt instruments to which Borrower or any of its Subsidiaries is a party or may be subject, but only to the extent such limitations affect the creation or existence of the Liens granted under the Pledge Agreement) on the date of such Borrowing or issuance, extension or increase in the Stated Amount of a Letter of Credit after giving effect thereto.
Compliance with Indentures. The Company shall have (a) obtained a written opinion satisfactory to the Purchasers as to the fairness to the Company of the transactions contemplated hereby from an accounting, appraisal or investment banking firm of national standing as required by Section 4.11 of each of the Indentures, (b) delivered to the trustee under each of the Indentures the officer's certificate required by Section 4.11 of each of the Indentures, and (c) complied with any other provisions of either of the Indentures applicable to the transactions contemplated hereby.
Compliance with Indentures. Neither Borrower's entering into this Agreement, nor anything contained herein, violates any covenants contained in the Original Indenture or the New Indenture nor results or shall result in a Default or Event of Default thereunder.
Compliance with Indentures. (a) At the time of each such Credit -------------------------- Event (so long as any Convertible Subordinated Note remains outstanding), (i) each Credit Event shall comply with the requirements of Section 1007 of the Convertible Subordinated Notes Indenture and all other applicable covenants contained therein, (ii) the Borrower shall have delivered to the Administrative Agent an officer's certificate signed by an appropriate officer of the Borrower (which certificate may be incorporated into the applicable Notice of Borrowing), in form and substance satisfactory to the Agents, (x) establishing that such Credit Event does not violate the terms of the Convertible Subordinated Notes Indenture and specifically stating that the respective Credit Event does not, and will not violate Section 1007 of the Convertible Subordinated Notes Indenture, (y) containing a representation and warranty that the Indebtedness incurred pursuant to such Credit Event constitutes "Senior Indebtedness", "Designated Senior Indebtedness" and "Senior Credit Facility Indebtedness" under the Convertible Subordinated Notes Indenture and (z) specifying (I) the amount of Indebtedness then outstanding under each Tranche (prior to giving effect to the respective Credit Event) and incurred in reliance upon each of clauses (x) and (y) of the exception contained in Section 1007 of the Convertible Subordinated Notes Indenture and (II) the amount of Indebtedness under each Tranche to be incurred pursuant to the respective Credit Event in reliance upon each of clauses (x) and (y) of the exception contained in Section 1007 of the Convertible Subordinated Notes Indenture, which officer's certificate shall (I) in the case of any Credit Event to be justified in whole or in part in reliance on clause (x) of said Section 1007, be accompanied by financial calculations (in form and substance reasonably satisfactory to the Agents) establishing compliance with a Consolidated Leverage Ratio (as defined in the Convertible Subordinated Notes Indenture) of less than 4.0:1.0 (after giving effect to the respective Credit Event) as required by Section 1007 of the Convertible Subordinated Notes Indenture and (II) in the case of any Credit Event to be justified in whole or in part in reliance on clause (y) of said Section 1007, contain a representation and warranty that the relevant portion of such Indebtedness is permitted to be incurred in reliance on said clause (y) and (iii) if requested by any Agent or the Requir...
Compliance with Indentures. The Company will comply with all of the covenants contained in each of the Indentures, in each case as in effect on the date hereof and without giving effect to any amendment, modification, supplement or termination thereof. Notwithstanding the foregoing, (a) this Section 4.10 shall not apply to Sections 4.04(c) and (d) of each of the Indentures, (b) this Section 4.10 shall not apply to Section 4.03 of each of the Indentures to the extent that such Sections prohibit payments related to the repurchase of the 10% Preferred Stock and payments of principal on Subordinated Indebtedness (as defined in the Indentures) of the Company, provided, that with respect to such payments of principal, no default or Event of Default (as defined below) shall have occurred or be continuing at the time of such payment or as a result thereof, (c) this Section 4.10 shall not apply to Section 4.22 of each of the Indentures to the extent that such Sections prohibit the payment of dividends on the 10% Preferred Stock, (d) the ratios of "2.0 to 1.0" and "2.50 to 1.0" in Section 4.04 (b) of each of the Indentures shall, for purposes of this Section 4.10, be deemed to be replaced with
Compliance with Indentures. The making of the extensions of credit hereunder and the granting of the Liens under the Security Documents shall not violate any provisions of the Indentures, and the Administrative Agent shall have received a certificate of a Responsible Officer of the Company (which certificate shall be in form and substance reasonably satisfactory to the Agents) demonstrating that the transactions contemplated hereby do not necessitate the sharing (on an equal and ratable basis or otherwise) of collateral security granted pursuant to the Security Documents with any trustee or holder of Indebtedness under the Indentures (other than the sharing of the Mortgage on certain real property of the Company located in Phoenix, Arizona, with the Trustee under, and holders of, the Sinking Fund Debentures);
Compliance with Indentures. 11 ARTICLE VII INDEMNIFICATION.....................................................................11 7.1 Indemnification by the Company......................................................11 7.2 Notification........................................................................12 7.3 Contribution........................................................................13
