RBC. AltaLink (AILP) – 2015 Amended and Restated Credit Agreement Legal_1:35701022.7 A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.
RBC. AltaLink (AILP) – 2015 Amended and Restated Credit Agreement Legal_1:35701022.7 Article 5 FEES42 5.1Acceptance Fees.42 5.2Commitment Fee.42 5.3Basis of Calculation of Fees.42 Article 6 PAYMENT42 6.1Voluntary Repayment of Outstanding Accommodation.42 6.2Repayment on Maturity Date and Extension.44 6.3Excess Accommodation.45 6.4Illegality.45 Article 7 PAYMENTS AND INDEMNITIES45 7.1Payments on Non-Business Days.45 7.2Method and Place of Payment.46 7.3Net Payments.46 7.4Agent May Debit Account.46 7.5Currency of Payment.46 7.6General Indemnity.47 7.7Early Termination of LIBOR Interest Period.47 7.8Outstanding Bankers’ Acceptances.48 Article 8 SECURITY48 8.1Security.48 Article 9 REPRESENTATIONS AND WARRANTIES48 9.1Representations and Warranties.48 9.2Survival of Representations and Warranties.53 Article 10 COVENANTS53 10.1Reporting Covenants.53 10.2Payments Under This Agreement and Loan Documents.55 10.3Proceeds.55 10.4Inspection of Property, Books and Records, Discussions.55 10.5Notices. The Borrower shall promptly give notice to the Agent of:55 10.6Disbursements under Master Trust Indenture.56 10.7Cure Defects.56 10.8Carrying on Business.56 10.9Insurance and Insurance Proceeds.56 10.1Compliance with Laws and Agreements.57 10.11Taxes.57 10.12Further Assurances.57 10.13Limitation on Indebtedness.57 10.14Negative Pledge.57 10.15Investments.58 10.16Change in Business and Ownership of AltaLink and Subsidiaries.58 10.17Mergers, Etc.58 RBC – AltaLink (AILP) – 2015 Amended and Restated Credit Agreement Legal_1:35701022.7 10.18Acquisitions.58 10.19Transactions with Non-Arm’s Length Persons.59 10.2Environmental Covenants.59 10.21Hedging Agreements.60 10.22Distributions.60 10.23Fiscal Year.60 10.24Financial Covenants.60 10.25Master Trust Indenture.60 Article 11 CONDITIONS PRECEDENT TO BORROWINGS61 11.1Conditions Precedent to the Closing.61 11.2Conditions Precedent to All Borrowings, Conversions.62 11.3Waiver.62 Article 12 EVENTS OF DEFAULT62 12.1Events of Default.62 12.2Remedies.65 12.3Remedies Cumulative.66 12.4Appropriation of Moneys Received.66 12.5Non-Merger.66 12.6Waiver.66 12.7Set-off.66 Article 13 YIELD PROTECTION67 13.1Increased Costs.67 13.2Taxes.69 13.3Mitigation Obligations: Replacement of Lenders.70 13.4Illegality.72 Article 14 RIGHT OF SETOFF72 14.1Right of Setoff.72 Article 15 SHARING OF PAYMENTS BY LENDERS73 15.1Sharing of Payments by Lenders.73 Article 16 AGENT’S CLAWBACK74 16.1Agent’s Clawback.74 Article 17 AGENCY74 17.1Appointment and Authority.74 17.2Ri...
RBC. AltaLink (AILP) – 2015 Amended and Restated Credit Agreement Legal_1:35701022.7 connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap, derivative, credit-linked note or similar transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section by such Person or actually known to such Person or (y) becomes available to the Agent or any Lender on a non-confidential basis from a source other than a Credit Party. If the Agent or any Lender is requested or required to disclose any Information (other than by any bank examiner) pursuant to or as required by applicable Laws or by a subpoena or similar legal process, the Agent or such Lender, as applicable, shall use its reasonable commercial efforts to provide the Borrower with notice of such requests or obligation in sufficient time so that the Borrower may seek an appropriate protective order or waive the Agent’s, or such Lender’s, as applicable, compliance with the provisions of this Section, and the Agent and such Lender, as applicable, shall, to the extent reasonable, co-operate with the Borrower in the Borrower obtaining any such protective order.
RBC. AltaLink (AILP) – 2015 Amended and Restated Credit Agreement Legal_1:35701022.7 is not then in effect, the principal outstanding balance of the Accommodations outstanding of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $10,000,000, unless each of the Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consent to a lower amount;
RBC. Inc. shall contribute, assign, sell, transfer and set over to the Partnership or its wholly owned affiliate all of RBC, Inc.'s right, title and interest in and to its 1% general partner interest in RA, L.P., free and clear of all Encumbrances, and shall withdraw as a general partner effective as of the Home Depot Closing.
RBC. 131 Excelsior Avenue Saratoga Springs, NY 12866 (ii) Borrowers' Principal Place of MBC: 1601 Airport Road Business Ukiah, CA 95482 RBC: See (d)(i) above (e) Locations of Eligible Inventory 1601 Airport Road Collateral: Ukiah, CA 95482 131 Excelsior Avenue Saratoga Springs, NY 12866 20 Prospect Street Ballston Spa, NY 12020 13351 Highway 101 South P.O. Box 400 Hopland, CA 95449 (f) Borrowers' Other Offices and N/A Locations of Collateral: (g) Borrower's Trade Names for MBC: Mendocino Brewing Invoicing: Company Mendocino Brewing Company Tavern Mendocino Brewing Shop Carmel Brewing Company RBC: Ten Springs Brewing Company
RBC. AltaLink (AILP) – 2015 Amended and Restated Credit Agreement Legal_1:35701022.7 (iii)if any permit, licence, consent or other authorization required to be kept in full force and effect hereunder with respect to the Business is revoked or suspended for any reason whatsoever and such revocation or suspension results in a Material Adverse Effect and such revocation and suspension continues for a period of 45 days, unless the Borrower does not contest such revocation or suspension in good faith, diligently and by appropriate means;