Borrower Undertakings. In the event of any casualty or loss in respect of any Pledged Intervals or any Resort (including, without limitation, any of the Collateral) that exceeds $250,000 in damages, Borrower shall immediately notify Lender of the same.
Borrower Undertakings. In the event of any condemnation or taking in respect of any Pledged Interval or any Resort (including, without limitation, any of the Collateral), Borrower shall immediately notify Lender of the same.
Borrower Undertakings. The Borrower agrees with the Issuer that:
(a) It will reimburse the Issuer for all reasonable and documented out-of-pocket fees and expenses of the Issuer (including, without limitation, all reasonable and documented fees and expenses of external counsel to the Issuer) incurred in connection with the negotiation of and entry into this Issuer Agreement.
(b) It will promptly notify the Issuer when the Termination Date has occurred.
(c) The Borrower agrees that (i) it will not transfer any Preferred Stock or Common Stock through DTC, and will transfer such Preferred Stock and Common Stock solely in uncertificated form on the books of the Issuer’s transfer agent and in accordance with the Investment Agreement and (ii) promptly following the release of any Pledged Preferred Stock or Pledged Common Stock from the lien granted under the Security Agreement (other than as part of a transfer among the Lender and one or more other lenders to the Margin Loan Agreement in accordance with the Margin Loan Agreement), the Borrower shall cooperate in good faith with the Issuer and the Lender to facilitate the registration of such Pledged Preferred Stock or Pledged Common Stock on the books and records of the Issuer’s transfer agent in the name of the Borrower and/or the legending or re-legending of such Pledged Preferred Stock or Pledged Common Stock, in each case, unless the Borrower is no longer an affiliate of the Company or transfers the shares in a transaction that is registered or exempt under the Securities Act.
(d) Borrower (x) represents and warrants that the Holding Period Start Date is the date hereof and (y) repeats for the benefit of the Issuer the representations and warranties contained in Section 3.12 of the Margin Loan Agreement.
Borrower Undertakings. The Borrower provides the following undertakings to the Lender:
(a) that the Loan Amount shall be applied solely to the following purpose, referred to hereinafter as the 'Approved Purpose':
(b) to make no counter-claim or set-off against any payment due under this agreement and make such payments on or before the date they fall due for payment without any deductions whatsoever; and
(c) to provide notice to the Lender of any Event of Default or Material Adverse Change.
Borrower Undertakings. In the event of any material casualty or loss in respect of any of the Projects (including, without limitation, any of the Collateral), (i) the Borrower shall immediately notify the Administrative Agent of the same and (ii) the Administrative Agent may, in addition to its rights as mortgagee under the Blanket Mortgages, elect (at the instruction of the Required Lenders) to exercise the voting rights of the Borrower as a mortgagee or a holder of a security interest in respect of any Quartershare Mortgage pledged to the Administrative Agent hereunder or as the owner of any Quartershare Interest, Residential Unit or Commercial Unit, as such voting rights are provided for under the applicable Declaration, regarding all matters of repair and restoration. In the event of any casualty or loss in respect of any Project (including, without limitation, any of the Collateral), the Borrower shall pay all assessments as required by the applicable Declaration and/or the applicable Articles of Incorporation or By-Laws for repair and restoration due to inadequacy of insurance.
Borrower Undertakings. In the event of any condemnation or taking in respect of any Project (including, without limitation, any of the Collateral), (i) the Borrower shall immediately notify the Administrative Agent of the same, (ii) the Administrative Agent may, in addition to its rights under the Blanket Mortgages, elect to exercise the voting rights of the Borrower as mortgagee or the holder of a security interest in respect of any Quartershare Mortgage pledged to it hereunder relating to such Project or as the owner of any Quartershare Interest, Residential Unit and/or Commercial Unit relating to such Project, as such voting rights are provided for under the applicable Declaration, regarding all matters of repair and restoration, and (iii) the Borrower shall pay all assessments as required by the applicable Declaration and/or Articles of Incorporation or By-Laws for repair and restoration due to inadequacy of the Condemnation Compensation.
Borrower Undertakings. During the period commencing on the date of this Deed and until the Senior Secured Liabilities Discharge Date, the Ormat Borrower Entity shall not, except with the prior written consent of the Intercreditor Agent:
(a) subject to Clause 15 (Subordination on Insolvency), pay or repay, or in any way discharge, or purchase or acquire, the Subordinated Liabilities in cash or in kind except, in each case, as provided in Clause 12 (Permitted Payments);
(b) discharge or permit any Subordinated Liabilities to be discharged by way of set-off, except as provided in Clause 12 (Permitted Payments);
(c) create or permit to subsist any Security Interest over any of its assets for the Subordinated Liabilities; or
(d) otherwise take any action prejudicial to or impairing the Senior Secured Parties’ priority position over the Ormat Equity Parties and the Ormat Borrower Entity with respect to the subordination of the Subordinated Liabilities to the Senior Secured Liabilities, as created by this Deed.
Borrower Undertakings. Xxxxxxxx agrees that at its sole expense it will
(a) not terminate, accept a voluntary surrender of, cancel, abridge, otherwise modify or waive its rights or the obligations of any party under the Letter of Credit, without the express written consent of Lender; (b) use its commercially reasonable efforts to cause Tenant to maintain the Letter of Credit in full force and effect and/or to increase or otherwise amend the Letter of Credit and to otherwise comply with the provisions of the Lease relating to the Letter of Credit; (c) appear in and defend any action or proceeding arising under or in any manner related to the Letter of Credit, except to the extent arising out of Xxxxxx’s active negligence, gross negligence or willful misconduct; and (d) take all additional action to these ends as from time to time may be reasonably requested in writing by Xxxxxx. Any action taken by Borrower in violation of this Section shall be voidable at the option of Lender.
Borrower Undertakings. For purposes of this Article 11, the expressions below have the following meaning:
Borrower Undertakings. The undertakings in this Clause 11 remain in force from the date of this Agreement for so long as any amount is outstanding under the IBLA Creditor Finance Documents or any Loan is in force.
