Conditions To Loans And Letters. Of Credit)), any Loan Document or any proposal letter or commitment letter issued in connection therewith, or the making of the Loans hereunder, (iii) the creation, perfection or protection of the Liens under any Loan Document (including any reasonable fees, disbursements and expenses for local counsel in various jurisdictions), (iv) the ongoing administration of this Agreement and the Loans, including consultation with attorneys in connection therewith and with respect to such Agent’s rights and responsibilities hereunder and under the other Loan Documents, (v) the protection, collection or enforcement of any Secured Obligation or the enforcement of any Loan Document, (vi) the commencement, defense or intervention in any court proceeding relating in any way to any Secured Obligation, any Loan Party, any of the Borrower’s Subsidiaries, the 2011 Refinancing, the Sunflower Acquisition, the Related Documents, this Agreement or any other Loan Document, (vii) the response to, and preparation for, any subpoena or request for document production with which either such Agent is served or deposition or other proceeding in which such Agent is called to testify, in each case, relating in any way to any Secured Obligation, any Loan Party, any of the Borrower’s Subsidiaries, the 2011 Refinancing, the Sunflower Acquisition, the Related Documents, this Agreement or any other Loan Document or (viii) any amendment, consent, waiver, assignment, restatement, or supplement to any Loan Document or the preparation, negotiation and execution of the same.
Conditions To Loans And Letters. Of Credit) will have been duly authorized by all necessary corporate, limited liability company or partnership action, including the consent of shareholders, partners and members where required;
Conditions To Loans And Letters. OF CREDIT 68 4.1 Conditions to Initial Revolving Loans and Swing Line Loans. 68
Conditions To Loans And Letters. Of Credit) and the proceeds thereof shall be disbursed to the Administrative Agent in the name of the Borrower and shall be used by the Administrative Agent solely to pay such Other Taxes (any excess thereof to be used to repay such Borrowing). The Administrative Agent may also make Revolving Loans to pay such Other Taxes in the name of such Loan Party and may pay such Other Taxes and seek separate reimbursement of such Other Taxes hereunder as a Secured Obligation.
Conditions To Loans And Letters. Of Credit), any Loan Document or any proposal letter or engagement letter issued in connection therewith, or the making of the Loans hereunder, (iii) the creation, perfection or protection of the Liens under any Loan Document (including any reasonable fees, disbursements and expenses for local counsel in various jurisdictions), (iv) the ongoing administration of this Agreement and the Loans and Letters of Credit, including consultation with attorneys in connection therewith and with respect to the Administrative Agent’s, the Collateral Agent’s and the Fronting Lender’s rights and responsibilities hereunder and under the other Loan Documents, (v) the protection, collection or enforcement of any Obligation or the enforcement of any Loan Document, (vi) the commencement, defense or intervention in any court proceeding relating in any way to the Obligations, any Loan Party, any of the Borrower’s Subsidiaries, this Agreement or any other Loan Document, (vii) the response to, and preparation for, any subpoena or request for document production with which any Agent or the Fronting Lender is served or deposition or other proceeding in which any Agent or the Fronting Lender is called to testify, in each case, relating in any way to the Obligations, any Loan Party, any of the Borrower’s Subsidiaries, this Agreement or any other Loan Document or (viii) any amendment, consent, waiver, assignment, restatement, or supplement to any Loan Document or the preparation, negotiation, and execution of the same; provided, however, that the Borrower shall not have any obligation under clauses (vi) and (vii) hereunder in connection with any action brought by one Secured Party against another Secured Party (except in its capacity as an Agent, if applicable).
Conditions To Loans And Letters. OF CREDIT Conditions Precedent to Funding of Loans and Letters of Credit on theSECTION 3.1
Conditions To Loans And Letters. Of Credit) or Section 2.4(a) (Letters of Credit)or any other condition to any Borrowing or other extension of credit hereunder or any condition precedent to the effectiveness of this Agreement.
Conditions To Loans And Letters. OF CREDIT 6.1. Conditions Precedent to the Initial Loans and Letters of Credit 62 6.2. Conditions Precedent to All Subsequent Loans and Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Conditions To Loans And Letters. OF CREDIT57
Conditions To Loans And Letters. OF CREDIT 55 Section 3.1 Conditions Precedent to Initial Loans and Letters of Credit 55 Section 3.2 Conditions Precedent to Each Loan and Letter of Credit 58 Section 3.3 Determinations of Initial Borrowing Conditions 59 Section 3.4 Effect of Amendment and Restatement 59 ARTICLE 4 REPRESENTATIONS AND WARRANTIES 60 Section 4.1 Corporate Existence; Compliance with Law 60 Section 4.2 Loan and Related Documents 60 Section 4.3 Ownership of Group Members 61 Section 4.4 Financial Statements 61 Section 4.5 Material Adverse Effect 62 Section 4.6 Solvency 62 Section 4.7 Litigation 62 Section 4.8 Taxes 63 Section 4.9 Margin Regulations 63 Section 4.10 No Burdensome Obligations; No Defaults 63 Section 4.11 Investment Company Act 63 Section 4.12 Labor Matters 63 Section 4.13 ERISA 64 Section 4.14 Environmental Matters 64 Section 4.15 Intellectual Property 65 Section 4.16 Title; Real Property 65 Section 4.17 Full Disclosure 65 Section 4.18 Patriot Act 66 Section 4.19 Educational Permits 66 Section 4.20 Privacy Statements 66 Section 4.21 Reserved 66 Section 4.22 No Child Left Behind 66 ARTICLE 5 FINANCIAL COVENANTS 67 Section 5.1 Maximum Consolidated Total Leverage Ratio 67 Section 5.2 Maximum Consolidated Senior Leverage Ratio 67 Section 5.3 Minimum Consolidated Fixed Charge Coverage Ratio 68 Section 5.4 Capital Expenditures 68 Section 5.5 Strategic Ventures Capital Expenditures 69 ARTICLE 6 REPORTING COVENANTS 69 Section 6.1 Financial Statements 69 Section 6.2 Other Events 71 Section 6.3 Copies of Notices and Reports 72 Section 6.4 Taxes 72 Section 6.5 Labor Matters 72 Section 6.6 ERISA Matters 72 Section 6.7 Environmental Matters 72 Section 6.8 Other Information 73 ARTICLE 7 AFFIRMATIVE COVENANTS 73 Section 7.1 Maintenance of Corporate Existence 73 Section 7.2 Compliance with Laws, Etc 73 Section 7.3 Payment of Obligations 74 Section 7.4 Maintenance of Property 74 Section 7.5 Maintenance of Insurance 74 Section 7.6 Keeping of Books 75 Section 7.7 Access to Books and Property 75 Section 7.8 Environmental 75 Section 7.9 Use of Proceeds 75 Section 7.10 Additional Collateral and Guaranties 76 iv AMENDED AND RESTATED CREDIT AGREEMENT Section 7.11 Deposit Accounts; Securities Accounts and Cash Collateral Accounts 77 Section 7.12 Interest Rate Contracts 77 Section 7.13 Reserved 77 ARTICLE 8 NEGATIVE COVENANTS 77 Section 8.1 Indebtedness 77 Section 8.2 Liens 79 Section 8.3 Investments 80 Section 8.4 Asset Sales 81 Section 8.5 Restricted Payments 82 Section 8.6 Prepayment of In...
