CONDITIONS OF LENDING AND ISSUANCE OF LETTERS. OF CREDIT ------------------------------------------------------- The obligation of each Bank to make Loans and of the Agent to issue Letters of Credit hereunder is subject to the performance by each of the Loan Parties of its Obligations to be performed hereunder at or prior to the making of any such Loans or issuance of such Letters of Credit and to the satisfaction of the following further conditions:
CONDITIONS OF LENDING AND ISSUANCE OF LETTERS. OF CREDIT94
CONDITIONS OF LENDING AND ISSUANCE OF LETTERS. OF CREDIT 73 7.1 Initial Loans and Letters of Credit 73 7.2 Each Loan or Letter of Credit 74 ARTICLE 8 AFFIRMATIVE COVENANTS 75 8.1 Preservation of Existence, Etc 75 8.2 Payment of Liabilities, Including Taxes, Etc 75 8.3 Maintenance of Insurance 75 8.4 Maintenance of Properties and Leases 76 8.5 Inspection Rights 76 8.6 Keeping of Records and Books of Account 76
CONDITIONS OF LENDING AND ISSUANCE OF LETTERS. OF CREDIT 70 7.1 Initial Loans and Letters of Credit. 70 7.2 Each Loan or Letter of Credit 72 ARTICLE 8 AFFIRMATIVE COVENANTS 72 8.1 Preservation of Existence, Etc. 72 8.2 Payment of Liabilities, Including Taxes, Etc. 72 8.3 Maintenance of Insurance 73 8.4 Maintenance of Properties and Leases 73 8.5 Visitation Rights 73 8.6 Keeping of Records and Books of Account 73 8.7 Compliance with Laws; Use of Proceeds. 73 8.8 Further Assurances. 73 8.9 Sanctions and other Anti-Terrorism Laws; Anti-Corruption Laws. 74 8.10 Collateral Value 74 8.11 Reserved. 74 8.12 Eligible Collateral Requirements 74 264461831 TABLE OF CONTENTS (continued) Page 8.13 Collateral Value and Delinquency Proceedings 75 8.14 Reporting Requirements 75 8.15 Certificates; Notices; Additional Information 75 8.16 Other Additional Information 76 ARTICLE 9 NEGATIVE COVENANTS 77 9.1 Indebtedness 77 9.2 Liens 77 9.3 Guarantees 78 9.4 Investments 79 9.5 Dividends and Related Distributions 79 9.6 Liquidations, Mergers, Consolidations, Acquisitions 79 9.7 Dispositions of Assets or Subsidiaries 79 9.8 Affiliate Transactions 80 9.9 Continuation of or Change in Business 80 9.10 Fiscal Year 80 9.11 Issuance of Stock or Other Ownership Interests 81 9.12 Changes in Organizational Documents 81 9.13 Negative Pledges 81 9.14 Attorney-in-Fact 81 9.15 Sanctions and other Anti-Terrorism Laws 82 9.16 Anti-Corruption Laws 82 ARTICLE 10 DEFAULT 82
CONDITIONS OF LENDING AND ISSUANCE OF LETTERS. OF CREDIT 71 6.1First Loans and Letters of Credit. 71 6.1.1Deliveries. 71
CONDITIONS OF LENDING AND ISSUANCE OF LETTERS. OF CREDIT51 First Loans and Letters of Credit.51 Each Loan or Letter of Credit.52 COVENANTS53 Affirmative Covenants.53 Negative Covenants.55 Reporting Requirements.59 DEFAULT61 Events of Default.61 Consequences of Event of Default.63 THE ADMINISTRATIVE AGENT64 Appointment and Authority.64 Rights as a Lender.64 Exculpatory Provisions.65 Reliance by Administrative Agent.66 Delegation of Duties.66 Resignation of Administrative Agent.66 Non-Reliance on Administrative Agent and Other Lenders.67 No Other Duties, etc.67 Administrative Agent's Fee.67 No Reliance on Administrative Agent's Customer Identification Program.67 MISCELLANEOUS68 Modifications, Amendments or Waivers.68 No Implied Waivers; Cumulative Remedies.69 Expenses; Indemnity; Damage Waiver.69 Holidays.70 Notices; Effectiveness; Electronic Communication.71 Severability.72 Duration; Survival.72 Successors and Assigns.72 Confidentiality.75 Counterparts; Integration; Effectiveness.76
CONDITIONS OF LENDING AND ISSUANCE OF LETTERS. OF CREDIT The obligation of each Bank to make Loans and of the Agent to issue Letters of Credit hereunder is subject to the performance by each of the Loan Parties of its Obligations to be performed hereunder at or prior to the making of any such Loans or issuance of such Letter of Credit and to the satisfaction of the following further conditions: First Loans and Letters of Credit. On the Closing Date: Officer's Certificate. The representations and warranties of each of the Loan Parties contained in Section 0 and in each of the other Loan Documents shall be true in all material respects and accurate on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date (except representations and warranties which relate solely to an earlier date or time, which representations and warranties shall be true and correct on and as of the specific dates or times referred to therein), and each of the Loan Parties shall have performed and complied with all covenants and conditions hereof and thereof, no Event of Default or Potential Default shall have occurred and be continuing or shall exist.
CONDITIONS OF LENDING AND ISSUANCE OF LETTERS. OF CREDIT 80 7.1 First Loans and Letters of Credit. 80 7.1.1 Officer's Certificate. 81 7.1.2 Secretary's Certificate. 81 7.1.3 Delivery of Loan Documents. 81 7.1.4 Opinion of Counsel. 82 7.1.5 Legal Details. 82 7.1.6 Payment of Fees. 82 iii Table of Contents 7.1.7 Consents. 83 7.1.8 Officer's Certificate Regarding MACs. 83 7.1.9 No Violation of Laws. 83 7.1.10 No Actions or Proceedings. 83 7.1.11 Insurance Policies; Certificates of Insurance; Endorsements. 83 7.1.12 Title Insurance. 83 7.1.13 Filing Receipts. 83 7.1.14 Note Purchase Agreement. 84 7.1.15 Management Agreement and Management Fee Subordination Agreement. 84 7.1.16 Solvency Certificate. 84 7.1.17 Lien Search. 84 7.1.18 Intercreditor Agreement. 84 7.1.19 Coal Reserves. 84 7.1.20 Independent Director of Borrower and Subsidiaries. 85 7.1.21 Bankruptcy Remote Entities, Separateness. 85 7.1.22 Changes in Corporate Structure. 85
CONDITIONS OF LENDING AND ISSUANCE OF LETTERS. OF CREDIT 46 6.1. Conditions of Lending - Revolving Credit Loans and Letters of Credit 46 6.2. Additional Conditions to Revolving Credit Loans and Letters of Credit in Connection with Permitted Acquisitions 47
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