OpCo Credit Agreement. The Purchaser shall have received from the Issuer a certified copy of the OpCo Credit Agreement (as in effect on the date hereof), and the OpCo Credit Agreement shall be in full force and effect, and no “Default” or “Event of Default” (each as defined in the OpCo Credit Agreement) shall have occurred and be continuing or result from the transactions contemplated hereby.
OpCo Credit Agreement. The OpCo Credit Agreement shall be in full force and effect and no amendments that would reasonably be expected to result in a Material Adverse Effect shall have been made since the date hereof (it being understood that any change to the definition of “Total Leverage Ratio” or any of its component definitions in the OpCo Credit Agreement since the date hereof shall be deemed to result in a Material Adverse Effect).
OpCo Credit Agreement. The Borrower has provided or made available to the Lenders copies of the OpCo Credit Agreement and all schedules and exhibits thereto that the Borrower believes to its actual knowledge to be true, correct and complete copies. To the Borrower’s actual knowledge, the OpCo Credit Agreement is valid, subsisting and in full force and effect except where such failure to be in full force and effect could not reasonably be expected to have a Material Adverse Effect. To the Borrower’s actual knowledge no material default exists under the OpCo Credit Agreement.
OpCo Credit Agreement. (A) The Indebtedness under the OpCo Credit Agreement is demanded or becomes due or required to be repurchased, prepaid, defeased or redeemed (automatically or otherwise) prior to its stated maturity, or (B) the OpCo or any of its Subsidiaries fails to observe or perform any agreement or condition under the OpCo Credit Agreement or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the lenders under the OpCo Credit Agreement (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness under the OpCo Credit Agreement to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such guarantee to become payable or cash collateral in respect thereof to be demanded and such default is not cured within ninety (90) days of the occurrence thereof.
OpCo Credit Agreement. That certain Amended and Restated Revolving Credit and Term Loan Agreement, dated as of November 2, 2006, by and among Emmis OpCo, the lending institutions party thereto, Bank of America, N.A., as administrative agent, Deutsche Bank Trust Company Americas, as syndication agent, and General Electric Capital Corporation, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., Rabobank Nederland, New York Branch and Suntrust Bank, as co-documentation agents, as amended on March 3, 2009, August 19, 2009, March 29, 2011, and November 10, 2011, as attached hereto as Exhibit B and as such agreement may be amended, amended and restated, modified, supplemented, waived, restructured, renewed, replaced, extended, or refinanced (including as Permitted Refinancing Indebtedness) from time to time. At any time after the Discharge of the OpCo Credit Agreement, all references to the OpCo Credit Agreement herein or in any other Purchase Document shall survive the Discharge of the OpCo Credit Agreement and shall continue in full force and effect regardless of the validity, regularity or enforceability of the OpCo Credit Agreement and regardless of any termination, cancellation, amendments, amendments and restatements, supplements, waivers, restructurings, renewals, extensions, replacements, refinancings or other modifications to the OpCo Credit Agreement (as in effect on the date hereof). All references in the OpCo Credit Agreement to “Revert Date” shall be deemed to mean the date the Obligations hereunder under the Notes and under the other Purchase Documents are indefeasibly paid in full in cash. OpCo Obligations. The “Obligations” (as defined in the OpCo Credit Agreement) (which for the avoidance of doubt includes interest at the default rate, if applicable, and any applicable acceleration prepayment penalties or premiums, in each case, irrespective of whether a Proceeding has been commenced by or against any OpCo Obligor, and such amounts are allowed in such Proceeding), plus (B) any Exit Fee (as defined in that certain backstop letter dated March 27, 2011 among the OpCo Obligors party thereto, and Canyon Capital Advisors LCC) that would be payable to an OpCo Lender upon the redemption or other repayment (including, without limitation, as a result of an acceleration upon any Event of Default, including the commencement of a Proceeding by any OpCo Obligor) of any Designated OpCo Obligations, or under any other circumstance).
OpCo Credit Agreement. On or before the Closing Date, Lender shall have received a copy of the executed Opco Credit Agreement.
