AGREEMENTS AND SECURITY Sample Clauses
The 'Agreements and Security' clause establishes the obligations of the parties regarding the execution of agreements and the provision of security interests or collateral. Typically, this clause outlines the requirement for parties to enter into specific agreements and to provide or maintain security, such as guarantees or liens, to secure their obligations under the contract. For example, a borrower may be required to grant a security interest in certain assets to a lender as a condition of a loan. The core function of this clause is to ensure that contractual commitments are backed by enforceable security, thereby reducing the risk of non-performance and protecting the interests of the parties involved.
AGREEMENTS AND SECURITY. 4.1 (a) Project Co and Agent shall not amend or modify any Lending Agreements other than as expressly provided for under the terms of those agreements and so long as such amendment:
(i) is consistent in all material respects with the Financial Model;
(ii) does not increase the Cost of the Financing; and
(iii) does not increase the amount of any Compensation Payment, if and when payable, or costs of prepayment that were contained in the financing term sheet in the Proposal Submission and shall provide prompt notice to Owner of any amendments or modifications accompanied by a copy thereof.
(b) Project Co and Owner shall not amend or modify the Project Agreement or any Implementing Agreements to which Project Co or Owner are parties, without the prior written consent of Agent, not to be unreasonably withheld or delayed, which consent (subject to Section 6.4 of this Lender’s Direct Agreement) shall not be withheld if the relevant amendment or modification does not:
(i) adversely affect the ability of Agent or Lender to exercise its rights under the Lending Agreements;
(ii) adversely affect the security of the Lender under the Lending Agreements; or
(iii) increase the liability of Agent, Lender or Project Co under the relevant agreement. Agent shall respond to any request for consent under this Section 4.1(b) within 15 days of receipt thereof, failing which Agent shall be deemed to have consented to the relevant amendment or modification.
(c) Project Co and Owner acknowledge and agree that they will not, without the consent of Agent proceed to execute or implement any Change Order and Owner acknowledges and agrees that it will not issue any Change Directive, which, in either case, is in respect of a discretionary expansion of the construction scope of the Work initiated by Owner and which would:
(i) materially alter the scope of the Work; or
(ii) materially impact financing of the Project or otherwise materially and adversely alter the risk profile of the Project, provided the Parties further acknowledge and agree that where such Change Order or Change Directive (A) costs less than $[REDACTED], or (B) when aggregated with all such other Change Orders and Change Directives previously implemented, costs less than $[REDACTED], such Change Order or Change Directive shall be deemed not to materially alter the scope of the Work or impact the financing of the Project or otherwise materially and adversely alter the risk profile of the Project. When Agent’s approval in ...
AGREEMENTS AND SECURITY. 4.1 (a) Project Co and Agent shall not amend or modify any Lending Agreements other than as expressly provided for under the terms of those agreements and so long as such amendment (a) is consistent in all material respects with the Financial Model included as a Schedule to the Project Agreement, and (b) does not increase the costs of prepayment that were contained in the financing term sheet in the RFP Submission, and shall provide prompt notice to Hospital of any amendments or modifications accompanied by a copy thereof.
AGREEMENTS AND SECURITY. 4.1 (a) Project Co and Agent may amend or modify any Lending Agreements in accordance with the terms of those agreements; provided that if any such amendment or modification is inconsistent in any material respect with the Financial Model included as a Schedule to the Project Agreement (and/or if its effect is to increase the Cost of the Financing, or increase the amount of any Compensation Payment, if and when payable, or the costs of prepayment that were contained in the financing term sheet in the RFP Submission),such amendments and modifications shall have no effect on any of Hospital’s obligations (including payment obligations) under the Project Agreement or any of the Implementing Agreements unless the Parties agree otherwise pursuant to an amendment to the Project Agreement or the Implementing Agreements made in accordance therewith; and provided further that Hospital may refuse to enter into any such amendment to the Project Agreement or any Implementing Agreement in its sole and absolute discretion.
AGREEMENTS AND SECURITY. 4.1 Contractor, Project Co and Agent shall not amend or modify any Lending Agreements other than as expressly provided for under the terms of those agreements and so long as such amendment is consistent in all material respects with Schedule 5 to the Project Agreement and shall provide prompt notice to Hospital of any amendments or modifications accompanied by a copy thereof.
4.2 Contractor, Project Co and Hospital shall not amend or modify any Implementing Agreements (other than Change Orders or Change Directives contemplated by the Construction Contract) without the prior written consent of Agent, not to be unreasonably withheld or delayed, which consent shall not be withheld if the relevant amendment or modification does not (i) adversely affect the ability of Agent or Lender to exercise its rights under the Lending Agreements, (ii) adversely affect the security of the Lending Agreements, or (iii) increase the liability of Agent, Lender, Contractor or Project Co under the relevant agreement. Agent shall respond to any request for consent under this Section 4.2 within fifteen (15) days of receipt thereof, failing which Agent shall be deemed to have consented to the relevant amendment or modification.
AGREEMENTS AND SECURITY. 4.1 (a) Project Co and Trustee shall not amend or modify any Funding Agreements other than as expressly provided for under the terms of those agreements and so long as such amendment is consistent in all material respects with the Financial Model included as a Schedule to the Project Agreement, and shall provide prompt notice to Hospital of any amendments or modifications accompanied by a copy thereof.
AGREEMENTS AND SECURITY. (a) Project Co and Agent shall not amend or modify any Lending Agreements other than as expressly provided for under the terms of those agreements and so long as such amendment (a) is consistent in all material respects with the Financial Model included as a Schedule to the Project Agreement, and (b) does not increase the costs of prepayment that were contained in the financing term sheet in the RFP Submission, and shall provide prompt notice to Hospital of any amendments or modifications accompanied by a copy thereof.
(b) Contractor, Project Co and Hospital shall not amend or modify the Project Agreement or any Implementing Agreements without the prior written consent of Agent, not to be unreasonably withheld or delayed, which consent shall not be withheld if the relevant amendment or modification does not (i) adversely affect the ability of Agent or Lender to exercise its rights under the Lending Agreements, (ii) adversely affect the security of the Lending Agreements, or (iii) increase the liability of Agent, Lender, Contractor or Project Co under the relevant agreement. Agent shall respond to any request for consent under this Section 4.1(b) within fifteen (15) days of receipt thereof, failing which Agent shall be deemed to have consented to the relevant amendment or modification.
AGREEMENTS AND SECURITY. 4.1 (a) Project Co and Lender shall not amend or modify any Lending Agreements other than as expressly provided for under the terms of those agreements and so long as such amendment (i) is consistent in all material respects with the Financial Model included as a Schedule to the Project Agreement, and (ii) does not increase (A) the costs of prepayment that were contained in the financing term sheet in the RFP Submission or (B) the calculation of any Debt Amount (as such term is defined in Schedule B to the Limited Assignment of Construction Contract), and shall provide prompt notice to Hospital of any amendments or modifications accompanied by a copy thereof.
AGREEMENTS AND SECURITY. (a) Project Co and the Lenders’ Agent shall not amend or modify the Lending Agreements, or any of them, except where Project Co is permitted to do so pursuant to Section 7.3(a) of the Project Agreement.
(b) Project Co and the City shall not amend or modify the City Project Documents (other than in accordance with the terms of those agreements) without the prior written consent of the Lenders’ Agent, not to be unreasonably withheld or delayed, which consent shall not be withheld if the relevant amendment or modification shall not (i) materially adversely affect the ability of the Lenders to exercise their rights under the Security,
AGREEMENTS AND SECURITY. (a) Project Co and Lender shall not amend or modify any Lending Agreements other than as expressly provided for under the terms of those agreements and so long as such amendment (i) is consistent in all material respects with the Financial Model included as a Schedule to the Project Agreement, and (ii) does not increase the Cost of the Financing, and (iii) does not increase the amount of any Compensation Payment, if and when payable, or the costs of prepayment that were contained in the financing term sheet in the RFP Submission and shall provide prompt notice to Hospital of any amendments or modifications accompanied by a copy thereof.
(b) Contractor, Project Co and Hospital shall not amend or modify any Implementing Agreements without the prior written consent of Lender, not to be unreasonably withheld or delayed, which consent shall not be withheld if the relevant amendment or modification does not (i) adversely affect the ability of Lender to exercise its rights under the Lending Agreements, (ii) adversely affect the security of the Lending Agreements, or (iii) increase the liability of Lender, Contractor or Project Co under the relevant agreement. Lender shall respond to any request for consent under this Section 4.1(b) within fifteen (15) days of receipt thereof, failing which Lender shall be deemed to have consented to the relevant amendment or modification.
AGREEMENTS AND SECURITY. (a) DB Co and the Lenders’ Agent shall not amend or modify the Lending Agreements, or any of them, except where DB Co is permitted to do so pursuant to Section 8.3 of the Project Agreement.
(b) DB Co shall not, prior to the latest Substantial Completion Date, exercise any rights of voluntary prepayment, voluntary redemption, or other voluntary repayment of loan, as applicable, under the Lending Agreements without the prior written consent of the City, acting in its sole discretion. In exercising its sole discretion to grant consent, the City shall be entitled to request and consider, and DB Co shall be required to provide within 10 Business Days following a request by the City, amongst other things and not limited to, the following:
(i) written certification by an officer of DB Co of the remaining Project Costs (as defined in the Lending Agreements) accrued and unpaid or expected to be incurred to achieve all remaining Substantial Completions and to fund any Project Accounts (as defined in the Lending Agreements) then not funded and required to be funded at or prior to the then anticipated prepayment and/or redemption (as approved by [REDACTED] (as defined in the Lending Agreements)) by the latest Substantial Completion Date;
(ii) written certification by an officer of DB Co that no Funding Shortfall (as defined in the Lending Agreements) would reasonably be expected to arise as a consequence of such prepayment and/or redemption, including any related cancellation of unutilized commitments, if applicable, under the Lending Agreements;
(iii) written confirmation from the Lenders’ Consultant, addressed to the City, that the DB Co’s calculation in Section 5(b)(i) and DB Co’s certification in Section 5(b)(ii) is, in the opinion of the Lenders’ Consultant, correct;
(iv) written confirmation from the Lenders’ Consultant, addressed to the City, that no incremental delay in achieving the any Substantial Completion Date (beyond the applicable Scheduled Substantial Completion Date) would reasonably be expected as a consequence of such prepayment and/or redemption and related cancellation of unutilized commitments, if applicable, under the Lending Agreements; and
(v) written confirmation from the Lenders’ Consultant, addressed to the City, that the remaining Substantial Completion Dates are likely to occur on or prior to the then Scheduled Substantial Completion Dates.
(c) DB Co and the City shall not amend or modify the City Project Documents (other than in accordan...