Additional Borrower Covenants Sample Clauses

Additional Borrower Covenants. ​ (a) Without the prior consent of Lender, and so long as there is no Event of Default (as defined below) hereunder or under the Amended Security Agreements, Borrower shall be permitted to take on additional reasonable unsecured debt on a basis that is subordinated to this Senior Amended Note that is not in excess of the sum of Three Hundred Thousand Dollars ($300,000) (“Unsecured Debt Limit”) in the aggregate (otherwise, the prior written consent of Lender shall be required), manage its supply chain and customer cash flows in accordance with prudent standards, and otherwise operate its business in accordance with the Borrower’s goveming limited liability company agreement (aka, operating agreement), so long as such actions are reasonably expected to be serviced by Borrower’s business operations and individually or in the aggregate are not reasonably expected to interfere with Borrower’s ability to perform its obligations hereunder. (b) Notwithstanding the provisions of Section 8(a) hereof, solely and limited to during the Loan Payoff Period, Borrower shall be permitted to take on additional unsecured or secured debt in any amount (the “Permitted Debt”), the payment of which shall be subordinated to any amounts due to Lender by Borrower under this Senior Amended Note, provided that, if the Permitted Debt exceeds the amount of One Hundred Thousand Dollars ($100,000) with respect to any: (i) individual third party lender and/or its affiliates (“Permitted Lender”) and/or (ii) any specific debt obligation, Borrower shall not be permitted to enter into such Permitted Debt unless Lender concurrently executes an Intercreditor Agreement with the Permitted Lender, in Lender’s discretion, on terms satisfactory to Lender, with the exception of any third-party equipment leases and equipment financings entered into in the ordinary course of business of Borrower which may be ​ ​ ​ secured solely by a purchase money security interest exclusively in the specific equipment financed and not any other assets or collateral of Borrower up to an aggregate borrowing amount of Two Million Five Hundred Thousand Dollars ($2,500,000)(the “Equipment Lease Cap”). In the event Borrower’s equipment leasing needs reach the Equipment Lease Cap, Borrower can either (i): obtain the prior written consent of Lender to lease additional equipment that is secured in such equipment; or (ii) request that Lender increase the aggregate Equipment Lease Cap, which such request shall be reviewed by Len...
Sample 1
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Additional Borrower Covenants. Borrower hereby agrees to the following: (a) Borrower shall comply with OCII’s occupancy preferences, marketing, and lease-up policies; (b) Borrower shall seek a construction manager with experience in residential construction within the Project Area; (c) Borrower shall submit a balanced 826 Valencia, or another out of school time provider, services budget for OCII Executive Director review and approval within nine months of the Agreement Date; (d) Borrower shall use good faith best efforts to contain the Project costs at an acceptable per unit level, and shall meet with OCII and MOHCD staff to review 50% construction documents and the commensurate cost estimate; and (e) Borrower shall work with OCII staff to refine the construction and permanent Project budgets to assure maximum debt leveraging, while retaining an OCII subsidy contribution in an amount deemed reasonable by OCII.
Sample 1
Additional Borrower Covenants. Any other provisions of the Loan Documents to the contrary notwithstanding and, unless otherwise specifically stated, until such time as all of the Obligations under the Loan Documents have been fully paid and performed:
Sample 1
Additional Borrower Covenants. (a) A new Section 4.32 is added to read in its entirety as follows:
Sample 1
Additional Borrower Covenants. Borrower hereby agrees to the following: (a) Assuming the Project does not experience significant hard-cost increases as a result of pricing estimates at Construction Drawing completion, Construction Document bid by the General Contractor, final plan check of all addenda, or any significant schedule delay preventing the Project from beginning construction in 2017, all remaining contingencies including the 5% Design Contingency, 5% Bid Contingency, 5% Plan Check Contingency, and the 3.5% Escalation Contingency will be eliminated from the Project budget. OCII’s subsidy to the Project will be reduced by the total value of the eliminated subsidies (unless OCII approves allocation of some or all of eliminated subsidies for other costs in the Project budget). (b) Sponsors shall cooperate with OCII and MOHCD staff to establish a mutually agreed upon year-one operating budget, including the amount of services costs to be funded from operations, if any. (c) Sponsors will make a good faith effort to ensure that the gap commitment request cash-flow proforma debt service coverage ratio aligns with MOHCD underwriting guidelines, and shall consider increasing the permanent tax-exempt loan amount to reduce OCII’s gap commitment amount, if possible. Additionally, if HSH subsidizes supportive services expenses that otherwise would be funded by the Sponsors through their operations, Sponsors shall pursue a larger permanent tax-exempt loan to reduce OCII’s gap loan to the Project. (d) Addition of Supportive Services staff to be funded from Project operations shall be subject to prior OCII approval.
Sample 1
Additional Borrower Covenants. Xxxxxxxx hereby agrees to the following: (a) Borrower shall quantify an adequate percentage of Director of Development time to assist the assigned Project Manager to MBS 6E due to Xxxxxxxx’s recent project management staff transition. (b) MOHCD/OCII must review and approve the investor and lender RFPs for the Project. Borrower must allow MOHCD/OCII staff and its financial advisor to communicate directly, with borrower participation in such communication, with prospective and selected lenders/investors. (c) Allow OCII Executive Director to decrease the interest rate as part of the Final Financial Plan (“FFP”) to less than 3%, if necessary, to satisfy IRS-related true debt test at the time of construction financing closing. (d) Borrower shall provide adequate front desk coverage (at a level which is satisfactory to OCII and Department of Homeless and Supportive Housing staff) to support a well-functioning building. (e) If the Project can support additional formerly homeless households, the Borrower will consider adding more homeless units in an amount not to exceed 25% (or 36 total units) of the total number of units. (f) Borrower shall provide a more comprehensive services plan the TNDC service program; the program must include Trauma Informed service provisions, within the first six months of the start of construction. (g) Borrower shall provide OCII a feasibility report of 826 Valencia, within six months after the start of MBS 6E construction, including but not limited to: o Detail of services to be provided by 826 Valencia; o Status of commitment of funding sources and amounts; o Status of sources needed for tenant improvements; o An operating proforma for the 826 Valencia facility at MBS 6E; o Submit an alternative to 826 Valencia programming; and, o Review of 826 Valencia’s organizational capacity to operate the Mission Bay facility. (h) Borrower shall provide an 826 Valencia status report with status of each item in 3.10(h) three months after the start of construction. (i) OCII shall approve the commercial condo map prior to the submittal of a final map to the Department of Public Works, and OCII’s approval is subject to Borrower’s compliance with the MOHCD Commercial Space Policy.
Sample 1
Additional Borrower Covenants. (a) Borrower shall perform and complete (or cause to be performed and completed) the following work at the Property in a workmanlike and lien-free manner by June 30, 2004: exterior painting; scrape, prime and paint rooftop cooling tower support structures, steel stairs at south end of building, exterior stair and dock area handrails and rusted exterior service doors and frames. (b) Borrower has entered into a certain Escrow and Disbursement Agreement (the "Escrow Agreement") dated as of May 12, 2004, by and between Meritex Enterprises, Inc. ("Meritex"), Borrower and First American Title Insurance Company. Borrower shall cause Meritex to perform and complete all "Remaining Landlord Improvements" (as such term is defined in the Escrow Agreement) in accordance with and as required under the Unisys Lease. If at any time pursuant to Section 10 of the Escrow Agreement Borrower becomes entitled to utilize the funds in the Improvement Escrow Account (as such term is defined in the Escrow Agreement), Borrower shall promptly thereafter perform and complete (or cause to be performed and completed) the Remaining Landlord Improvements in accordance with and as required under the Unisys Lease. If at any time pursuant to Section 10 of the Escrow Agreement Borrower becomes entitled to receive the funds in the Improvement Escrow Account prior to the performance and completion of the Remaining Landlord Improvements (other than reimbursements for work performed by Borrower), Borrower shall deposit or cause to be deposited such funds with Lender for deposit into the Replacement Reserve established pursuant to the Replacement Reserve and Security Agreement, and such funds shall be disbursed in accordance with the terms and provisions of the Replacement Reserve and Security Agreement upon Borrower's performance and completion of the Remaining Landlord Improvements in accordance with and as required under the Unisys Lease.
Sample 1
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Additional Borrower Covenants. The following additional covenants, representations and warranties shall be made part of the Credit Agreement and shall be binding upon Borrower: (a) Borrower, its Subsidiaries and their respective officers and employees and to the knowledge of the Borrower its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of the Borrower, any Subsidiary or to the knowledge of the Borrower or any such Subsidiary any of their respective directors, officers or employees is a Sanctioned Person. No Loan or Facility LC, use (b) Neither the making of the Loans hereunder not the use of the proceeds thereof will violate the PATRIOT Act, the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B. Chapter V, as amended) or any enabling legislation or executive order relating thereto or successor statute thereto. The Borrower and its Subsidiaries are in compliance in all material respects with the PATRIOT Act. (c) No Borrower will request any Loan or Facility LC, and no Borrower shall use, and the Borrower shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Loan or Facility LC (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or (ii) in any manner that would result in the violation of any applicable Sanctions. (d) Borrower shall, and shall cause each Subsidiary to, comply in all material respects with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject including, without limitation, all Environmental Laws, Anti-Corruption Laws and applicable Sanctions. (e) Borrower shall, and shall cause each Subsidiary to, provide such information and take such actions as are reasonably requested by the Administrative Agent or any Lender in order to assist the Administrative Agent and the Lenders in maintaining compliance with the PATRIOT Act.
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Additional Borrower Covenants 
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Related to Additional Borrower Covenants

  • BORROWER COVENANTS Borrower covenants and agrees that:

  • Additional Borrowers (a) The Parent may from time to time designate one or more wholly-owned Subsidiaries of Parent organized in the United States as an Additional Borrower by delivering to the Agent: (i) all documentation and other customary information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act, that the Agent or any Lender has reasonably requested, including, if such Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Subsidiary, without any written objection submitted by any Lender or the Agent within five (5) Business Days of its receipt of such documentation and other information; (ii) solely to the extent such Subsidiary is not already a Loan Party, (A) all documents, joinders, supplements, updated schedules, instruments, certificates and agreements and all other actions and information, then required by or in respect of such Subsidiary by Section 5.11 or by the Guaranty and Security Agreement (without giving effect to any grace periods for delivery of such items, the updating of such information or the taking of such actions), (B) a customary opinion of counsel of such Subsidiary and (C) a customary secretary’s certificate attaching such documents as were delivered by the existing Borrowers on the Closing Date; (iii) promissory notes in respect of such Subsidiary in its capacity as Additional Borrower in favor of any Lender requesting such promissory notes, in form and substance consistent with the notes (if any) provided by the existing Borrowers as of the Closing Date; and (iv) a joinder agreement in form and substance reasonably satisfactory to the Agent whereby such Subsidiary becomes party hereto as a Borrower. (b) The designation of any wholly-owned Subsidiary of Parent organized in the United States as an Additional Borrower shall only be effective two (2) Business Days following the delivery of the documents set forth in, and satisfaction of the requirements of, Section 2.2(a).

  • Borrower’s Covenants 3.1 As and when he becomes, and for so long as he remains a shareholder of Borrower Company, Borrower covenants irrevocably that during the term of this Agreement, Borrower shall cause Borrower Company: 3.1.1 to strictly abide by the provisions of the Exclusive Option Agreement and the Exclusive Business Cooperation Agreement (“Exclusive Business Cooperation Agreement”) to which the Borrower Company is a party, and to refrain from any action/omission that may affect the effectiveness and enforceability of the Exclusive Option Agreement and Exclusive Business Cooperation Agreement. 3.1.2 at the request of Lender (or a party designated by Lender), to execute contracts/agreements on business cooperation with Lender (or a party designated by Lender), and to strictly abide by such contracts/agreements; 3.1.3 to provide Lender with all of the information on Borrower Company’s business operations and financial condition at Lender’s request; 3.1.4 to immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Company’s assets, business or income; 3.1.5 at the request of Lender, to appoint any persons designated by Lender as directors of Borrower Company; 3.2 Borrower covenants that during the term of this Agreement, he shall: 3.2.1 endeavor to keep Borrower Company to engage in its principle businesses; 3.2.2 abide by the provisions of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement (“Equity Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower is a party, perform his obligations under this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and refrain from any action/omission that may affect the effectiveness and enforceability of this Agreement, the Power of Attorney, the Equity Interest Pledge Agreement and the Exclusive Option Agreement; 3.2.3 not sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest or the encumbrance, except in accordance with the Equity Interest Pledge Agreement; 3.2.4 cause any shareholders’ meeting and/or the board of directors of Borrower Company not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in Borrower Equity Interest, or allow the encumbrance thereon of any security interest, except to Lender or Lender’s designated person; 3.2.5 cause any shareholders’ meeting and/or the board of directors of the Borrower Company not to approve the merger or consolidation of Borrower Company with any person, or its acquisition of or investment in any person, without the prior written consent of Lender; 3.2.6 immediately notify Lender of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Borrower Equity Interest; 3.2.7 to the extent necessary to maintain his ownership of the Borrower Equity Interest, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defense against all claims; 3.2.8 without the prior written consent of Lender, refrain from any action /omission that may have a material impact on the assets, business and liabilities of Borrower Company; 3.2.9 appoint any designee of Lender as director of Borrower Company, at the request of Lender; 3.2.10 to the extent permitted by the laws of China, at the request of Lender at any time, promptly and unconditionally transfer all of Borrower Equity Interest to Lender or Lender’s designated representative(s) at any time, and cause the other shareholders of Borrower Company to waive their right of first refusal with respect to the share transfer described in this Section; 3.2.11 to the extent permitted by the laws of China, at the request of Lender at any time, cause the other shareholders of Borrower Company to promptly and unconditionally transfer all of their equity interests to Lender or Lender’s designated representative(s) at any time, and Borrower hereby waives his right of first refusal (if any) with respect to the share transfer described in this Section; 3.2.12 in the event that Lender purchases Borrower Equity Interest from Borrower in accordance with the provisions of the Exclusive Option Agreement, use such purchase price obtained thereby to repay the Loan to Lender; and 3.2.13 without the prior written consent of Lender, not to cause Borrower Company to supplement, change, or amend its articles of association in any manner, increase or decreases its registered capital or change its share capital structure in any manner.

  • Subsidiary Covenants The Borrower will not, and will not permit any Subsidiary to, create or otherwise cause to become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary to pay dividends or make any other distribution on its stock, or make any other Restricted Payment, pay any Indebtedness or other Obligation owed to the Borrower or any other Subsidiary, make loans or advances or other Investments in the Borrower or any other Subsidiary, or sell, transfer or otherwise convey any of its property to the Borrower or any other Subsidiary.

  • Seller Covenants Seller covenants and agrees as follows:

  • Further Covenants OPCO and Issuer hereby covenant and agree that: (a) Except upon prior written notice to the Placement Agent, neither OPCO nor Issuer shall, at any time prior to the Final Closing, knowingly take any action which would cause any of the representations and warranties made by it in this Agreement not to be complete and correct in all material respects on and as of the date of each Closing with the same force and effect as if such representations and warranties had been made on and as of each such date (except to the extent any representation or warranty relates to an earlier date). (b) If, at any time prior to the Final Closing, any event shall occur that causes (i) an OPCO Material Adverse Effect or (ii) an Issuer Material Adverse Effect, either of which as a result it becomes necessary to amend or supplement the Memorandum so that the representations and warranties herein remain true and correct in all material respects, or in case it shall be necessary to amend or supplement the Memorandum to comply with Regulation D or any other applicable securities laws or regulations, either OPCO or Issuer, as applicable, will promptly notify the Placement Agent and shall, at its sole cost, prepare and furnish to the Placement Agent copies of appropriate amendments and/or supplements in such quantities as the Placement Agent may reasonably request for delivery by the Placement Agent to potential subscribers. Neither OPCO nor Issuer will at any time before the Final Closing prepare or use any amendment or supplement to the Memorandum of which the Placement Agent will not previously have been advised and furnished with a copy, or which is not in compliance in all material respects with the Act and other applicable securities laws. As soon as OPCO or Issuer is advised thereof, OPCO or Issuer, as applicable, will advise the Placement Agent and its counsel, and confirm the advice in writing, of any order preventing or suspending the use of the Memorandum, or the suspension of any exemption for such qualification or registration thereof for offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and OPCO and Issuer, as applicable, will use their reasonable best efforts to prevent the issuance of any such order and, if issued, to obtain as soon as reasonably possible the lifting thereof. (c) OPCO and Issuer shall comply with the Act, the Exchange Act and the rules and regulations thereunder, all applicable state securities laws and the rules and regulations thereunder in the states in which OPCO’s Blue Sky counsel has advised the Placement Agent, OPCO and/or Issuer that the Units are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the Units, and will file or cause to be filed with the SEC, and shall promptly thereafter forward or cause to be forwarded to the Placement Agent, any and all reports on Form D as are required. (d) Issuer shall use best efforts to qualify the Units for sale under the securities laws of such jurisdictions in the United States as may be mutually agreed to by OPCO, Issuer and the Placement Agent, and Issuer will make or cause to be made such applications and furnish information as may be required for such purposes, provided that Issuer will not be required to qualify as a foreign corporation in any jurisdiction or execute a general consent to service of process. Issuer will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request with respect to the Offering. (e) The Issuer shall place a legend on the certificates representing the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants and the Agent Warrants that the securities evidenced thereby have not been registered under the Act or applicable state securities laws, setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Act and applicable state laws. (f) The Company shall apply the net proceeds from the sale of the Units for the purposes substantially as described under the “Use of Proceeds” section of the Memorandum. Except as set forth in the Memorandum, the Company shall not use any of the net proceeds of the Offering to repay indebtedness to officers (other than accrued salaries incurred in the ordinary course of business), directors or stockholders of the Company without the prior written consent of the Placement Agent. (g) During the Offering Period OPCO or Issuer, as applicable, shall afford each prospective purchaser of Units the opportunity to ask questions of and receive answers from an officer of OPCO or Issuer concerning the terms and conditions of the Offering and the opportunity to obtain such other additional information necessary to verify the accuracy of the Memorandum to the extent OPCO or Issuer possesses such information or can acquire it without unreasonable expense. (h) Except with the prior written consent of Aegis, which consent shall not be unreasonably withheld, OPCO and Issuer shall not, at any time prior to the earlier of the Final Closing or the Termination Date, except as contemplated by the Memorandum (i) engage in or commit to engage in any transaction outside the ordinary course of business as described in the Memorandum, (ii) issue, agree to issue or set aside for issuance any securities (debt or equity) or any rights to acquire any such securities; provided that the Company shall be permitted to issue stock options and/or restricted stock units to officers, directors and employees of the Company as described in the Memorandum; and it being acknowledged and agreed that after the Final Closing or Termination Date, the Issuer may issue, in its sole discretion, a number of stock options and/or restricted units in the aggregate in an amount of up to 15% of the fully diluted outstanding shares of the Issuer pursuant to the Issuer’s 2016 Equity Incentive Plan (the “Plan”), (iii) incur, outside the ordinary course of business, any material indebtedness, (iv) dispose of any material assets, (v) make any acquisition or (vi) change its business or operations. (i) OPCO or the Issuer, as applicable, shall pay all reasonable expenses incurred in connection with the preparation and printing of all necessary offering documents and instruments related to the Offering and the issuance of the Shares, the Preferred Shares, the Conversion Shares, the Exchange Warrants and the Agent Warrants and will also pay OPCO’s and the Issuer’s own expenses for accounting fees, legal fees and other costs involved with the Offering (provided that OPCO shall not be responsible for the legal fees of Issuer for the period prior to the First Closing other than the $25,000 previously paid to the Placement Agent’s counsel). OPCO will provide at its own expense such quantities of the Memorandum and other documents and instruments relating to the Offering as the Placement Agent may reasonably request. All Blue Sky filings related to this Offering shall be prepared by OPCO’s counsel, on behalf of the Issuer, at OPCO’s expense, with copies of all filings to be promptly forwarded to the Placement Agent. Further, as promptly as practicable after the Final Closing, the Company shall prepare, at its own expense, velobound “closing binders” relating to the Offering and will distribute one such binder to each of the Placement Agent and its counsel. (j) Until the earlier of the Termination Date or the Final Closing, neither OPCO nor Issuer nor any person or entity acting on such persons’ behalf will negotiate with any other placement agent or underwriter with respect to a private offering of such entity’s debt or equity securities. Neither OPCO nor Issuer nor anyone acting on such persons’ behalf will, until the earlier of the Termination Date or the Final Closing, without the prior written consent of the Placement Agent, offer for sale to, or solicit offers to subscribe for Units from, or otherwise approach or negotiate in respect thereof with, any other person.

  • Amendments, etc. with respect to the Borrower Obligations Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender and any of the Borrower Obligations continued, and the Borrower Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Borrower Obligations or for the guarantee contained in this Section 2 or any property subject thereto.

  • Other Covenants The Sub-Adviser agrees that it will: (a) comply with all applicable rules and regulations of the Securities and Exchange Commission in performance of its duties as sub-investment adviser for the Series and, in addition, will conduct its activities under this Agreement in accordance with other applicable federal and state law; (b) review and analyze on a periodic basis the Series' portfolio holdings and transactions in order to determine their appropriateness in light of such Series' shareholder base; (c) provide, or cause to be provided, to the Board of Directors of the Fund such reports, statistical data and economic information as may be reasonably requested in connection with the Sub-Adviser's services hereunder; (d) use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (e) place orders pursuant to its investment determinations for the Series either directly with the issuer or with any broker or dealer. In executing portfolio transactions and selecting brokers or dealers, the Sub- Adviser will use its best efforts to seek on behalf of the Series the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Series and other accounts over which the Sub-Adviser or an affiliate of the Sub-Adviser exercises investment discretion. The Sub-Adviser is authorized, subject to the prior approval of the Adviser and the Fund's Board of Directors, to pay to a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for any of the Series which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer as viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Adviser to the Series. In addition, the Sub-Adviser is authorized to take into account the sale of the Fund's shares in allocating purchase and sale orders for portfolio securities to brokers or dealers (including brokers and dealers that are affiliated with the Adviser, Sub-Adviser or the Fund's principal underwriter), provided that the Sub-Adviser believes that the quality of the execution and the commission are comparable to what they would be with other qualified firms. In no instance, however, will portfolio securities be purchased from or sold to the Adviser, Sub-Adviser, the Fund's principal underwriter or any affiliated person of any of the Fund, the Adviser, Sub-Adviser, or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission and other applicable federal and state laws and regulations; (f) maintain historical tax lots for each portfolio security held by the Series; (g) transmit trades to the Fund's custodian for proper settlement; and (h) prepare a quarterly broker security transaction summary and monthly security transaction listing for each Series.

  • Reaffirmation of Credit Party Obligations Each Credit Party hereby ratifies the Credit Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement applicable to it and (b) that it is responsible for the observance and full performance of its respective Credit Party Obligations.

  • CONTINUING COVENANTS The Competitive Supplier agrees and covenants to perform each of the following obligations during the term of this ESA.

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