Borrower and Operating Sample Clauses

Borrower and Operating. Lessee (i) shall observe and perform the obligations imposed upon the lessor under the Major Leases in a commercially reasonable manner; (ii) shall enforce the terms, covenants and conditions contained in the Major Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner; provided, however, neither Borrower nor Operating Lessee shall terminate or accept a surrender of a Major Lease, without Lender’s prior approval (unless such termination is in connection with an event of default by the Tenant under such Major Lease); (iii) shall not collect any of the Rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any assignment of lessor’s interest in the Major Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change any Major Lease so as to change the amount of or payment date for rent, change the expiration date, grant any option for additional space or term, materially reduce the obligations of the lessee or increase the obligations of lessor, without Lender’s prior approval, which approval shall not be unreasonably withheld or delayed; and (vi) shall hold all security deposits under all Major Leases in accordance with Legal Requirements. Upon request, Borrower shall furnish or shall cause Operating Lessee to furnish Lender with executed copies of all Major Leases.
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Borrower and Operating. Lessee each hereby represents with respect to itself and Borrower hereby represents as to Principal that any amendment or restatement of any organizational document has been accomplished in accordance with, and was permitted by, the relevant provisions of such document prior to its amendment or restatement from time to time.
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Borrower and Operating. Lessee Owner shall cause the Mortgage Loan Parties to establish and maintain the Deposit Account with the Deposit Bank pursuant to the Deposit Account Agreement and otherwise comply with the provisions of Article 3 of the Mortgage Loan Agreement. Funds deposited into each Clearing Account shall be swept by the Clearing Bank on a daily basis into the Deposit Account and applied and disbursed in accordance with the Mortgage Loan Agreement. Neither Borrower nor Operating Lessee Owner shall permit any Mortgage Loan Party to amend the terms of any Clearing Account Agreement or the Deposit Account Agreement without the prior written consent of Lender.
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Borrower and Operating. Lessee Owner shall keep, and shall cause the Mortgage Loan Parties to keep, on a calendar year basis, in accordance with GAAP and the Uniform System of Accounts, as applicable, or any other accounting method, consistently applied, proper and accurate books, records and accounts reflecting all of the financial affairs of Borrower, Operating Lessee Owner and the Mortgage Loan Parties and all items of income and expense and any services, Equipment or furnishings provided in connection with the operation of the Property and the ownership of the Collateral, whether such income or expense is realized by Borrower, Operating Lessee Owner, the Mortgage Loan Parties Manager or any Affiliate of any of the foregoing. Lender shall have the right from time to time during normal business hours upon reasonable notice to examine such books, records and accounts at the office of Borrower or other Person maintaining them, and to make such copies or extracts thereof as Lender shall reasonably require. After and during the continuance of an Event of Default, Borrower shall pay any actual reasonable costs incurred by Lender to examine such books, records and accounts, as Lender shall determine to be reasonably necessary or appropriate in the protection of Lender’s interest.
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Borrower and Operating. Lessee Owner shall furnish (or cause the Mortgage Loan Parties to furnish) to Lender, within ten (10) Business Days after request, such further detailed information with respect to the ownership of the Collateral or the operation of the Property and the financial affairs of Borrower, Borrower Representative, Operating Lessee Owner, the Mortgage Loan Parties or Manager as may be reasonably requested by Lender or any applicable Rating Agency. 61
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Borrower and Operating. Lessee shall cause the Property to be operated by Manager in accordance with the Management Agreement, and Borrower and Operating Lessee shall:
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Borrower and Operating. Lessee (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce the terms, covenants and conditions contained in the Leases upon the part of the Tenants thereunder to be observed or performed in a commercially reasonable manner, provided, however, neither Borrower nor Operating Lessee shall terminate or accept a surrender of any Lease without Lender’s prior approval except as permitted by the express terms of this Agreement; (iii) shall not collect any of the Rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); and (v) shall not alter, modify or change any Major Lease without Lender’s prior consent, which consent shall be subject to the Approval Standard. Upon request, Borrower or Operating Lessee shall furnish Lender with executed copies of all Leases. Borrower or Operating Lessee shall promptly send copies to Lender of all written notices of material default which Borrower or Operating Lessee shall receive under the Leases.
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Borrower and Operating. Lessee shall not cause, shall prohibit any other Person within the Control of Borrower or Operating Lessee from causing, and shall use prudent, commercially reasonable efforts to prohibit other Persons (including tenants) from (1) causing any spill, discharge or release, or the use, storage, generation, manufacture, installation, or disposal, of any Hazardous Materials at, upon, under, within or about a Project or the transportation of any Hazardous Materials to or from a Project (except for cleaning and other products used in connection with routine maintenance or repair of the Project in full compliance with Environmental Laws), (2) installing any underground storage tanks at a Project, or (3) conducting any activity that requires a permit or other authorization under Environmental Laws.
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Related to Borrower and Operating

  • Management and Operations OF LLC Section 2.01 Power and Authority of Members ........................................ 9 Section 2.02 Power and Authority of Directors....................................... 9 Section 2.03 Directors: Meetings, Committees, and Delegation....................... 10 Section 2.04 Compensation of the Directors ......................................... 15 Section 2.05 Officers .............................................................. 15 Section 2.06

  • Use and Operation You may enter upon my premises and take possession of all or any part of my property for the purpose of preserving the Property or its value, so long as you do not breach the peace. You may use and operate my property for the length of time you feel is necessary to protect your interest, all without payment or compensation to me.

  • Business and Operations Borrower will continue to engage in the businesses presently conducted by it as and to the extent the same are necessary for the ownership, maintenance, management and operation of the Property. Borrower will qualify to do business and will remain in good standing under the laws of each jurisdiction as and to the extent the same are required for the ownership, maintenance, management and operation of the Property.

  • Management and Operations of Business 30 Section 7.1 Management .............................................................. 30 Section 7.2 Certificate of Limited Partnership ...................................... 34 Section 7.3 Restrictions on General Partner's Authority ............................. 34 (i) 3 Section 7.4 Reimbursement of the Crescent Group ..................................... 35 Section 7.5 Outside Activities of the Crescent Group ................................ 35 Section 7.6 Contracts with Affiliates ............................................... 36 Section 7.7 Indemnification ......................................................... 36 Section 7.8 Liability of the General Partner ........................................ 39 Section 7.9 Other Matters Concerning the General Partner ............................ 39 Section 7.10 Title to Partnership Assets ............................................ 40 Section 7.11 Reliance by Third Parties .............................................. 40 Section 7.12 Limited Partner Representatives ........................................ 41

  • Management and Operation of Business 37 6.1 Management...................................................................................37 6.2 Certificate of Limited Partnership...........................................................38 6.3 Restrictions on General Partner's Authority..................................................38 6.4 Reimbursement of the General Partner.........................................................39 6.5

  • Maintenance and Operation (a) Lessee, at its own cost and expense, shall maintain, repair and keep each Unit, and cause the Manager under the Management Agreement to maintain, repair and keep each Unit, (i) according to Prudent Industry Practice and in all material respects, in good working order, and in good physical condition for railcars of a similar age and usage, normal wear and tear excepted, (ii) in a manner in all material respects consistent with maintenance practices used by the Manager in respect of railcars owned, leased or managed by the Manager similar in type to such Unit or, with respect to (A) any Equipment subject to an Existing Equipment Sublease that is a Net Sublease, maintenance practices used by the applicable Sublessee in respect of railcars similar in type to such Unit used by such Sublessee on its domestic routes in the United States; (provided further, however that after the return to the Manager of any Unit which was subject to a Net Sublease immediately prior to such return, such Unit shall be maintained and repaired in all material respects in a manner consistent with maintenance practices used by the Manager in respect of railcars owned, leased or managed by the Manager similar in type to such Unit) and (B) any Permitted Sublease that is a Net Sublease entered into after the Closing Date where (x) the long term unsecured debt of the applicable Sublessee is rated at least BBB- by S&P and Baa3 by Xxxxx'x (or at least BBB- by S&P or Baa3 by Xxxxx'x if then rated by only one such rating agency) or similarly rated by any rating agency, (y) the applicable Sublessee is organized under the laws of the United States or any State thereof and (z) the applicable Sublessee is the owner or lessee of at least 250 railcars used primarily on domestic routes in the United States, maintenance practices used by such Sublessee in respect of railcars similar in type to such Unit, (iii) in accordance with all manufacturer's warranties in effect but only to the extent that the lack of compliance therewith would reasonably be expected to adversely affect the coverage thereunder and in accordance with all applicable provisions, if any, of insurance policies required to be maintained pursuant to Section 12 and (iv) in compliance in all material respects with any applicable laws and regulations from time to time in effect, including, without limitation, the Field Manual of the AAR, FRA rules and regulations and Interchange Rules as they apply to the maintenance and operation of the Units in interchange regardless of upon whom such applicable laws and regulations are nominally imposed; provided, however, that, so long as the Manager or, with respect to any Equipment subject to an Existing Equipment Sublease which is a Net Sublease, the applicable Sublessee, as applicable, is similarly contesting such law or regulation with respect to all other similar equipment owned or operated by Manager or, with respect to any Equipment subject to an Existing Equipment Sublease which is a Net Sublease, the applicable Sublessee, as applicable, Lessee (or such Sublessee) may, in good faith and by appropriate proceedings diligently conducted, contest the validity or application of any such standard, rule or regulation in any manner that does not (w) materially interfere with the use, possession, operation or return of any of the Units, (x) materially adversely affect the rights or interests of Lessor, Policy Provider or the Indenture Trustee in the Units or hereunder, (y) expose Lessor, Policy Provider or the Indenture Trustee to criminal sanctions or (z) violate any maintenance requirements contained in any insurance policy required to be maintained by the Lessee under this Lease or the Collateral Agency Agreement if such violation would reasonably be expected to adversely affect the coverage thereunder; provided further, that Lessee shall promptly notify Lessor, Policy Provider and Indenture Trustee in reasonable detail of any such contest. In no event shall Lessee discriminate in any material respect as to the use or maintenance of any Unit (including the periodicity of maintenance or recordkeeping in respect of such Unit) as compared to equipment of a similar nature which the Manager owns or manages. Lessee will maintain all records, logs and other materials required by relevant industry standards or any governmental authority having jurisdiction over the Units required to be maintained in respect of any Unit, all as if Lessee were the owner of such Units, regardless of whether any such requirements, by their terms, are nominally imposed on Lessee, Lessor or Owner Participant.

  • Financial Condition and Operations The Borrower will not permit any of the events set forth below to occur.

  • Rent and Operating Expenses Section 4.1 Basic Rent Section 4.2 Operating Expenses Section 4.3

  • Communications and Operations Management a. Network Penetration Testing - Transfer Agent shall, on approximately an annual basis, contract with an independent third party to conduct a network penetration test on its network having access to or holding or containing Fund Data. Transfer Agent shall have a process to review and evaluate high risk findings resulting from this testing.

  • Taxes and Operating Expenses All real estate taxes, charges and assessments affecting the Property (“Taxes”), all charges for water, electricity, sewer rental, gas, telephone, fuel oil and all other utilities (“Operating Expenses”), to the extent not paid directly by tenants, and all common area maintenance charges billed to tenants on an estimated basis (“CAM Charges”) shall be prorated on a per diem basis as of the date of Closing. Buyer shall be entitled to all income and responsible for all expenses for the period beginning at 12:01 a.m. (Central Time Zone (U.S.A.)) on the date of Closing, except as set forth herein. If any Taxes have not been finally assessed as of the date of Closing for the current fiscal year of the taxing authority, then the same shall be adjusted at Closing based upon the most recently issued bills therefor, and shall be re-adjusted when and if final bills are issued. If any Operating Expenses or CAM Charges cannot conclusively be determined as of the date of Closing, then the same shall be adjusted at Closing based upon the most recently issued bills thus far, and readjusted within 120 days after the end of the calendar year in which the Closing occurs or as soon thereafter as final adjustment figures are available. Buyer hereby agrees to assume all non-delinquent assessments affecting the Property, whether special or general, subject to proration on a per diem basis as of the Closing Date. If Seller is presently prosecuting tax abatement proceedings, after the Closing, Seller shall continue to be authorized to prosecute such proceedings, and shall be entitled to its pro rata share of any such abatement proceeds. Buyer agrees after the Closing, to the extent reasonably necessary for Seller to continue to prosecute such proceedings, to reasonably cooperate with Seller, to pay its pro rata share of any costs attributable to such proceedings and also agrees to promptly endorse or pay over to Seller any abatement amounts for such years received by Buyer, less applicable costs incurred by Buyer. To the extent that such refunds are paid to Seller and are due to tenants, Seller does hereby covenant and agree that it shall, upon receipt thereof, reimburse tenants for their applicable share of such refunds. Notwithstanding anything to the contrary contained herein, all reimbursable expenses shall be reconciled at Closing, such that if Seller has collected sums in excess of its reimbursable expenses under the Leases, Seller shall pay such excess to Buyer. In the event that such reconciliation shows that Seller has collected less than its incurred reimbursable expenses under the Leases, Buyer shall remit the shortfall to Seller, when and to the extent actually collected from tenants (with such collections applied first to amounts due with respect to the month in which Closing occurs, and then to any amounts due Buyer with respect to the period of time following the Closing, and then to Seller with respect to any amounts due to Seller with respect to the period of time prior to the Closing) not later than the expiration of one hundred twenty (120) days after the calendar year in which the Closing occurs with respect to the budgeting of such expenses under the Leases.

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