Borrower’s Agreements. The Borrower hereby (a) assigns, transfer and conveys the benefits of the representations, warranties and covenants of each Originator made to the Borrower under the Sale Agreement to the Administrative Agent for the benefit of the Secured Parties hereunder; (b) acknowledges and agrees that the rights of the Borrower to require payment of a Rejected Amount from an Originator under the Sale Agreement may be enforced by the Lenders and the Administrative Agent; and (c) certifies that the Sale Agreement provides that the representations, warranties and covenants described in Sections 4.01, 4.02 and 4.03 thereof, the indemnification and payment provisions of Article V thereof and the provisions of Sections 4.03(j), 6.12, 6.14 and 6.15 thereof shall survive the sale of the Transferred Receivables (and undivided percentage ownership interests therein) and the termination of the Sale Agreement and this Agreement.
Borrower’s Agreements. Borrower acknowledges that it would be extremely difficult or impracticable to determine Xxxxxx’s actual damages resulting from any late payment or default, and such late charges and default interest are reasonable estimates of those damages and do not constitute a penalty. The remedies of Lender in this Note or in the Loan Documents, or at law or in equity, shall be cumulative and concurrent, and may be pursued singly, successively or together, in Xxxxxx’s discretion.
Borrower’s Agreements. The Borrower hereby (a) assigns, transfer and conveys the benefits of the representations, warranties, covenants and agreements of (i) the Sellers made to the Borrower under the Receivables Sale Agreement and (ii) the Parent made to the Borrower under the Seller Support Agreement to the Administrative Agent for the benefit of the Secured Parties hereunder and (b) acknowledges and agrees that the rights of the Borrower under the Receivables Sale Agreement may be enforced by the Lenders and the Administrative Agent.
Borrower’s Agreements. 8.1 Borrower further covenants and agrees to and with Lender as follows:
Borrower’s Agreements. The Borrower agree as follows:
(a) Borrower will notify Lender, at least thirty (30) days prior to any such event, of any change in Borrower's exact legal name, any change in its places of business or location as set forth in the preamble to this Agreement, or its establishment of any new place of business or location, or any change in Borrower's organizational structure.
(b) Except as consented to by the Lender, the Borrower shall not pay or set apart for payment to holders of their capital stock, any dividends, and the Borrower shall not redeem or purchase any shares of capital stock, provided, however, that notwithstanding anything to the contrary herein and subject to satisfaction of all of the conditions precedent set forth in Section 7 hereof as of the date of such loan, Borrower may loan to Fonix Corporation the proceeds of the Loan hereunder, provided that the Borrower shall hold the proceeds of loans from Lender, and Fonix Corporation shall hold the proceeds of loans from Lender or Borrower only in those bank accounts set forth on Exhibit E attached hereto.
(c) The Borrower may not amend its Charters or By-laws in such a manner as may adversely affect the rights of the Lender hereunder, or under any of the Loan Documents.
(d) The Borrower will permit representatives designated by the Lender, at Lender's expense, to visit and inspect any of the properties of Borrower (or any subsidiary), and to inspect and make extracts of the books and records of the Borrower, and to discuss the affairs, finances, and accounts of the Borrower with its officers, all to such reasonable extent and at such reasonable times and intervals as the representatives may reasonably request.
(e) The Borrower will maintain and cause each of its subsidiaries now in existence or hereinafter acquired or created to maintain their corporate existence in good standing and comply with all applicable laws and regulations of the United States or of any state or states thereof or of any political subdivisions thereof or of any government authority, where failure to so comply would have a material adverse effect on either respective Borrower and its subsidiaries, taken as a whole; provided, however, that nothing herein shall prohibit the Borrower from liquidating or dissolving any of its subsidiaries into the Borrower or merging any of their subsidiaries with or into the Borrower or any other subsidiary.
(f) Borrower will not create, assume, incur or permit or suffer to exist or to be cre...
Borrower’s Agreements. 10.01. Borrower further agrees that:
Borrower’s Agreements. Borrower agrees as follows:
(a) Borrower will notify Lender, at least 30 days prior to any such event, of any change in Borrower's exact legal name or any change in its principal place of business or location as set forth in Section 7 of this Agreement.
(b) During the Commitment Period, Borrower will deliver to Lender, with reasonable promptness, (i) such financial statements and other information as Borrower regularly provides to any other lender to Borrower, and (ii) such other financial data related to the business, affairs and financial condition of Borrower as is available to Borrower and as from time to time Lender may reasonably request; provided that Lender acknowledges that its receipt of any such information from Borrower shall be subject to customary confidentiality and non-disclosure provisions which Lender shall have agreed to in writing prior to receipt of such information.
(c) Borrower shall incur no indebtedness that ranks senior in payment to the indebtedness evidenced by the Note.
Borrower’s Agreements. The Borrower hereby collaterally assigns and pledges it rights under the Sale Agreement to the Administrative Agent for the benefit of the Administrative Agent and the Lenders hereunder; provided that each of the Lenders and the Administrative Agent shall not exercise and enforce its rights under this Section 10.02 unless and until the occurrence of and during the continuance of Termination Event.
Borrower’s Agreements. 10.1 Borrowers further covenant and agree as follows:
(a) Opening of Loan on the Loan Opening Date. All conditions precedent to the Opening of the Loan shall be complied with on or prior to the Loan Opening Date. If such conditions are not complied with as of the Loan Opening Date, Agent may at its sole option terminate the obligation of the Lenders to fund the Loan by written notice to Borrowers.
(b) Inspection by Agent. Borrowers will cooperate with Agent in arranging for inspections by representatives of Agent from time to time provided, that unless an Event of Default exists, upon twenty-four (24) hours prior notice to Borrowers. Such inspection shall include an examination of (i) the Improvements, and (ii) all books, contracts and records with respect to the Improvements.
(c) Mechanics’ Liens and Contest Thereof. Borrowers will not suffer or permit any mechanics’ lien claims to be filed or otherwise asserted against any Project, and will promptly discharge the same in case of the filing of any claims for lien or proceedings for the enforcement thereof, provided, however, that Borrowers shall have the right to contest in good faith and with reasonable diligence the validity of any such lien or claim upon furnishing to the Title Insurer such security or indemnity as it may require to induce said Title Insurer to issue an endorsement to the Title Policy insuring against all such claims or liens; and provided further, that the aggregate amount of liens so insured against at any time shall not exceed $25,000.00 for any one Project or $150,000.00 in the aggregate without Agent’s prior written consent.
Borrower’s Agreements. Borrower agrees:
(a) Borrower will pay the Lender all the amounts payable on the Note and all other amounts due Lender whether evidenced by the Note or not, as and when the same shall be due and payable, whether at maturity, by acceleration or otherwise, and will perform all terms of the Note.
(b) Borrower will defend the Collateral against the claims and demands of all persons and or entities, including governmental agencies.
(c) In the event the Collateral is insurable, Borrower will insure the Collateral against all hazards reasonably requested by Lender in form and amount reasonably satisfactory to Lender. If Borrower fails to obtain insurance, Lender shall have the right to obtain it at Lenders’ expense. Borrower assigns to Lender all rights to receive proceeds of insurance not exceeding the greater of the unpaid balance under the Note or the commercial value of the Collateral, directs any insurer to pay all sums directly to Lender, authorizes the Lender to endorse any draft for the proceeds and settle any claim with the insurer. If, while any of the Obligations are outstanding, any return premiums, dividends, other amounts or proceeds are paid to Lender under any insurance policy required hereby, Lender may at its election apply such amounts to payment of the Note or pay such proceeds to the Borrowers for the repair or replacement of the Collateral. All insurance policies shall provide for ten (10) days’ notice of cancellation to Lender, shall be payable to the Lender in the event of loss, and shall be deposited with Lender upon request.
(d) Borrower shall preserve the Collateral for the benefit of Lender. Without limiting the generality of the foregoing, Borrower shall, where appropriate, pay or cause to be paid all taxes, assessments, or other charges on the Collateral when due.
(e) Borrower will pay as part of the debt hereby secured all amounts, including reasonable attorneys’ fees and costs, with interest thereon, paid by Lender (1) for taxes, levies, insurance, repairs to, or maintenance of the Collateral, and (2) in taking possession of, disposing of or preserving the Collateral after any default hereinafter described.
(f) Borrower will not permit any of the Collateral to be removed from the abovementioned location without the prior written consent of Lender, except when replaced by like goods of equal or greater value.
(g) Borrower will immediately advise Lender in writing of any change in Borrowers’ place of business.
(h) Borrower will not:
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