Borrower’s Covenants. a. The Borrower/s agree and undertake to utilize the entire amount of the Loan, only for the End Use and shall not use the Loan amount for any speculative or illegal purposes. b. The Borrower/s shall notify, in writing, to the Lender, of any change in the residence, contact numbers, employment, business or profession within 7 (Seven) days from the date of such change. c. In case the Borrower/s commit a default in payment or repayment of the Principal Amount and the Interest thereon, the Lender, the National Housing Bank (“NHB”), the Reserve Bank of India (“RBI”) and / or any agency, statutory body, etc., so appointed by the NHB or RBI, will have an absolute right to disclose or publish the details of the default and the name of the Borrower/s as defaulters, in such manner and through such medium, as the Lender or the NHB or the RBI, in their absolute discretion, may think fit. d. All the necessary Consents and approvals for availing the Loan shall be obtained and maintained by the Borrower/s and they shall at all times be in compliance with such Consents and approvals. e. The Borrower/s shall not violate any covenant, conditions or stipulations under any existing agreement(s) entered into by them, by availing the Loan from the Lender, in a form and manner required by the Lender. f. The Borrower/s shall inform the Lender of the happening of any Event of Default or any event which after the notice or lapse of time or both would become an Event of Default forthwith without any delay and demur. g. The Borrower/s shall execute, forthwith and without any delay, demur or protest, all such documents, including this Agreement and other Transaction Documents, as may be prescribed by the Lender from time to time, for giving effect to the terms of this Agreement, including without limitation bank statements, salary slips, income tax returns, and such other documents.
Appears in 7 contracts
Samples: Loan Agreement, Loan Agreement, Loan Agreement
Borrower’s Covenants. a. The Borrower/s agree Borrower covenants that it shall:
(a) from time to time and undertake at all reasonable times allow the Bank, by or through any of its officers, agents, attorneys, or accountants, to utilize examine or inspect the entire amount Collateral, and obtain valuations and audits of the LoanCollateral, only for at the End Use Borrower's expense, wherever located. The Borrower shall do, obtain, make, execute and shall not use deliver all such additional and further acts, things, deeds, assurances and instruments as the Loan amount for any speculative or illegal purposes.
b. The Borrower/s shall notify, Bank may require to vest in writing, and assure to the LenderBank its rights hereunder and in or to the Collateral, of any change in the residence, contact numbers, employment, business or profession within 7 (Seven) days from the date of such change.
c. In case the Borrower/s commit a default in payment or repayment of the Principal Amount and the Interest thereonproceeds thereof, including waivers from landlords, warehousemen and mortgagees. Upon an Event of Default, the Lender, Borrower agrees that the National Housing Bank (“NHB”), has the Reserve Bank of India (“RBI”) and / or any agency, statutory body, etc., so appointed by the NHB or RBI, will have an absolute right to disclose notify (on invoices or publish otherwise) account debtors and other obligors or payors on any Collateral of its assignment to the details of Bank, and that all payments thereon should be made directly to the default Bank, and that the Bank has full power and authority to collect, compromise, endorse, sell or otherwise deal with the Collateral in its own name or that of the Borrower/s .;
(b) keep the Collateral in good order and repair at all times and immediately notify the Bank of any event causing a material loss or decline in value of the Collateral, whether or not covered by insurance, and the amount of such loss or depreciation;
(c) only use or permit the Collateral to be used in accordance with all applicable federal, state, county and municipal laws and regulations; and
(d) have and maintain insurance at all times with respect to all Collateral against risks of fire (including so-called extended coverage), theft, sprinkler leakage, and other risks (including risk of flood if any Collateral is maintained at a location in a flood hazard zone) as defaultersthe Bank may require, in such manner and through such medium, as the Lender or the NHB or the RBIform, in their absolute discretionsuch amount, may think fit.
d. All the necessary Consents for such period and approvals for availing the Loan shall be obtained and maintained written by the Borrower/s and they shall at all times be in compliance with such Consents and approvals.
e. The Borrower/s shall not violate any covenant, conditions or stipulations under any existing agreement(s) entered into by them, by availing the Loan from the Lender, in a form and manner required by the Lender.
f. The Borrower/s shall inform the Lender of the happening of any Event of Default or any event which after the notice or lapse of time or both would become an Event of Default forthwith without any delay and demur.
g. The Borrower/s shall execute, forthwith and without any delay, demur or protest, all such documents, including this Agreement and other Transaction Documents, companies as may be prescribed satisfactory to the Bank in its sole discretion. Each such casualty insurance policy shall contain a standard Lender's Loss Payable Clause issued in favor of the Bank under which all losses thereunder shall be paid to the Bank as the Bank's interest may appear. Such policies shall expressly provide that the requisite insurance cannot be altered or canceled without at least thirty (30) days prior written notice to the Bank and shall insure the Bank notwithstanding the act or neglect of the Borrower. Upon the Bank's demand, the Borrower shall furnish the Bank with duplicate original policies of insurance or such other evidence of insurance as the Bank may require. In the event of failure to provide insurance as herein provided, the Bank may, at its option, obtain such insurance and the Borrower shall pay to the Bank, on demand, the cost thereof. Proceeds of insurance may be applied by the Lender from time Bank to timereduce the Obligations or to repair or replace Collateral, for giving effect to all in the terms of this Agreement, including without limitation bank statements, salary slips, income tax returns, and such other documentsBank's sole discretion.
Appears in 3 contracts
Samples: Credit and Security Agreement (Merrimac Industries Inc), Term Loan and Security Agreement (Merrimac Industries Inc), Term Loan and Security Agreement (Merrimac Industries Inc)
Borrower’s Covenants. a. The Borrower/s agree To induce Lender to enter into the transactions contemplated under the Financing Documents, Borrower hereby covenants and undertake agrees as follows:
8.1. Borrower shall not do, and shall use its commercially reasonable efforts not to utilize cause or permit any other person or entity to do, anything to impede, affect, limit or interfere with the entire amount priority, scope, validity and enforceability of the Loanliens of Lender on or the security interests of Lender in the Collateral.
8.2. In the case of a Default, only Borrower (A) shall not do, and shall use its commercially reasonable efforts not to cause or permit any other person or entity to do, anything to impede or interfere with the collection, transfer, sale, possession, use or operation by Lender of the Collateral and Borrower will further promptly provide or obtain all necessary documentation, assistance, authorizations and information needed for Lender or its transferees or assignees to collect, transfer, sell, possess, use or operate the Collateral, (B) will supply all additional information requested by Lender for the End Use transfer, sale, possession, use or operation of any Collateral by Lender or its transferees or assignees thereof, and (C) will instruct its employees, contractors and agents to cooperate and assist Lender and its applicable transferees or assignees thereof in the use, operation, transfer, collection, possession and/or sale of the Collateral.
8.3. To the best knowledge of Borrower, all material information furnishedby or on behalf of Borrower to Lender in connection with this Agreement or any Financing Document shall be true and complete in all material respects when furnished and shall not use omit to state a material fact necessary to make the Loan amount for any speculative or illegal purposesstatements contained therein not misleading.
b. The Borrower/s 8.4. Borrower shall notify, in writing, provide Lender with regular financial statements. All financial statements provided by Borrower after the date hereof shall be materially accurate and not misleading as of the date so provided. Borrower shall promptly provide Lender with updated financial statements if there are any material changes to the Lender, of any change financial condition reflected in the residence, contact numbers, employment, business or profession within 7 (Seven) days from the date of such change.
c. In case the Borrower/s commit a default in payment or repayment of the Principal Amount and the Interest thereon, the Lender, the National Housing Bank (“NHB”), the Reserve Bank of India (“RBI”) and / or any agency, statutory body, etc., so appointed by the NHB or RBI, will have an absolute right most recent statements provided to disclose or publish the details of the default and the name of the Borrower/s as defaulters, in such manner and through such medium, as the Lender or the NHB or the RBI, in their absolute discretion, may think fit.
d. All the necessary Consents and approvals for availing the Loan shall be obtained and maintained by the Borrower/s and they shall at all times be in compliance with such Consents and approvals.
e. The Borrower/s shall not violate any covenant, conditions or stipulations under any existing agreement(s) entered into by them, by availing the Loan from the Lender, in a form and manner required by the Lender.
f. The Borrower/s 8.5. Borrower shall inform not materially alter the organizational structure, business, operations, officers or ownership of Borrower without first obtaining the reasonable consent of Lender, which consent shall not be unreasonably withheld or delayed.
8.6. Borrower shall promptly notify Lender in the event that Borrower becomes involved or threatened with any material litigation or any governmental (including judicial) proceedings or investigations of any kind.
8.7. Borrower shall not do, and shall not cause or permit any other person or entity to do, anything to impede or interfere with the priority, enforceability or validity of the happening liens of Lender on or the security interests of Lender in the Collateral. Borrower shall not transfer, encumber or grant any liens on or security interests in the Collateral without the prior written consent of Lender. Borrower shall not incur any material liabilities or obligations other than in the ordinary course of business without obtaining the consent of Lender, not to be unreasonably withheld.
8.8. Borrower shall operate in accordance with all of its material permits, licenses and approvals, and all material laws, rules and regulations of any Event of Default kind applicable to Borrower’s business or any event which after the notice or lapse of time or both would become an Event of Default forthwith without any delay and demuraffairs.
g. The 8.9. Borrower shall ensure all material inventions, software, code and intellectual property that is utilized by Borrower/s , incorporated into Borrower’s products or important to Borrower’s business shall execute, forthwith be and without any delay, demur or protest, all such documents, including this Agreement remain the sole and other Transaction Documents, as may be prescribed by the Lender from time to time, for giving effect to the terms exclusive property of this Agreement, including without limitation bank statements, salary slips, income tax returns, and such other documentsBorrower.
Appears in 2 contracts
Samples: Financing and Security Agreement, Financing Agreement (JMG Exploration, Inc.)
Borrower’s Covenants. a. The Borrower/s agree To induce Buyers to enter into the transactions contemplated under the Financing Documents, Borrower hereby covenants and undertake agrees as follows:
11.1. Borrower shall not do, and shall use its commercially reasonable efforts not to utilize cause or permit any other person or entity to do, anything to impede, affect, limit or interfere with the entire amount priority, scope, validity and enforceability of the Loanliens of Buyers on or the security interests of Buyers in the Collateral.
11.2. In the case of a Default (as defined below), only Borrower (A) shall not do, and shall use its commercially reasonable efforts not to cause or permit any other person or entity to do, anything to impede or interfere with the collection, transfer, sale, possession, use or operation by Buyers of the Collateral and Borrower will further promptly provide or obtain all necessary documentation, assistance, authorizations and information needed for Buyers or its transferees or assignees to collect, transfer, sell, possess, use or operate the Collateral, (B) will supply all additional information requested by Buyers for the End Use transfer, sale, possession, use or operation of any Collateral by Buyers or its transferees or assignees thereof, and (C) will instruct its employees, contractors and agents to cooperate and assist Buyers and its applicable transferees or assignees thereof in the use, operation, transfer, collection, possession and/or sale of the Collateral.
11.3. To the best knowledge of Borrower, all material information furnished by or on behalf of Borrower to Buyers in connection with this Agreement or any Financing Document shall be true and complete in all material respects when furnished and shall not use omit to state a material fact necessary to make the Loan amount for any speculative or illegal purposesstatements contained therein not misleading.
b. 11.4. Borrower shall provide Buyers with regular financial statements. All financial statements provided by Borrower after the date hereof shall be materially accurate and not misleading as of the date so provided. Borrower shall promptly provide Buyers with updated financial statements if there are any material changes to the financial condition reflected in the most recent statements provided to Buyers.
11.5. For a period of three (3) years after the date of this Agreement Borrower shall retain a transfer agent and registrar acceptable to the Buyers and promptly shall furnish to the Buyers at the Borrower’s sole cost and expense such transfer sheets of the Borrower’s securities.
11.6. Borrower shall not materially alter the organizational structure, business, operations, officers or ownership of Borrower without first obtaining the reasonable consent of Buyers, which consent shall not be unreasonably withheld or delayed.
11.7. Borrower shall promptly notify Buyers in the event that Borrower becomes involved or threatened with any litigation or any governmental (including judicial) proceedings or investigations of any kind.
11.8. The obligations of the Borrower under the Senior Notes shall rank senior with respect to any and all Obligations incurred as of or following the date of this Agreement and Borrower shall not do, and shall not cause or permit any other person or entity to do, anything to impede or interfere with the priority, enforceability or validity of the liens of Buyers on or the security interests of Buyers in the Collateral nor shall Borrower so long as it has any obligations under this Agreement or under the Senior Notes directly or indirectly through any subsidiary or affiliate incur or suffer to exist or guarantee any indebtedness or obligation that is senior to or pari passu with (in priority of payment and performance) of the Borrower/s ’s obligations hereunder. Borrower shall notifynot transfer, encumber or grant any liens on or security interests in writingthe Collateral without the prior written consent of Buyers. Borrower shall not incur any material liabilities or obligations other than in the ordinary course of business without obtaining the consent of Buyers, not to be unreasonably withheld.
11.9. Borrower shall operate in accordance with all of its material permits, licenses and approvals, and all material laws, rules and regulations of any kind applicable to Borrower’s business or affairs.
11.10. As further collateral, each of the Founders shall place all shares of capital stock of the Company owned by them (the “Escrow Shares”) into an escrow with an attorney (the “Escrow Agent”) selected by the Buyers along with written executed irrevocable proxies, instructions and other appropriate documents, that in the event of default under any of the outstanding Senior Notes, the Escrow Shares may at the election be assigned, transferred and conveyed, pro rata, to the Lenderholders of the Senior Notes. In the event of default under the Senior Notes that could cause assignment of the Escrow Shares to the holders of the Senior Notes, such holders of the Senior Notes, pending the transfer of the Escrow Shares and pro rata to their respective interests, shall have an irrevocable proxy to vote the Escrow Shares on all matters. Notwithstanding anything of the foregoing, the holders of the Senior Notes shall instruct the Escrow Agent to release the Escrow Shares to the Founders upon (i) shares underlying the Senior Notes are registered with the Securities and Exchange Commission (“SEC”) on Form S-1 (ii) the Company obtains a trading symbol from an appropriate agency (iii) listing the shares of capital stock of the Company for trading over-the-counter or on an exchange (iv) completing an equity capital raise of at least $3 million at a pre-money valuation of at least $10 million (v) timely making all of the filings with the SEC required for a reporting company, for a period of not less than 12 months.
11.11. The Company will indemnify and hold harmless Buyers, from any claims that are brought or may be brought by any creditors or shareholders of the Company.
11.12. Borrower shall ensure all material inventions, software, code and intellectual property that is utilized by Borrower, incorporated into Borrower’s products or important to Borrower’s business shall be and remain the sole and exclusive property of Borrower.
11.13. So long as the Borrower shall have any obligation under the Senior Notes, the Borrower shall not without the written consent of a majority in interest of the Holders (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property or other securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional shares of Common Stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its capital stock.
11.14. So long as the Borrower shall have any obligation under this Agreement or under the Senior Notes, the Borrower shall not, without the written consent of a majority in interest of the Holders, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition. Borrower acknowledges and agrees that each Buyer’s responsibility to the Borrower is solely contractual in nature and that none of the Buyers or their affiliates shall be deemed to be acting in a fiduciary capacity or otherwise owes any fiduciary duty to the Borrower or any of its affiliates in connection with the transactions contemplated by this Agreement.
11.15. So long as the Borrower shall have any obligation under this Agreement or under the Senior Notes, Borrower shall not, without the written consent of a majority in interest of the Holders, change the nature of its business or sell, divest, or change the structure of any material assets other than in the residence, contact numbers, employment, business or profession within 7 (Seven) days from the date ordinary course of such changebusiness.
c. In case the Borrower/s commit a default in payment or repayment of the Principal Amount and the Interest thereon, the Lender, the National Housing Bank (“NHB”), the Reserve Bank of India (“RBI”) and / or any agency, statutory body, etc., so appointed by the NHB or RBI, will have an absolute right to disclose or publish the details of the default and the name of the Borrower/s as defaulters, in such manner and through such medium, as the Lender or the NHB or the RBI, in their absolute discretion, may think fit.
d. All the necessary Consents and approvals for availing the Loan shall be obtained and maintained by the Borrower/s and they shall at all times be in compliance with such Consents and approvals.
e. The Borrower/s shall not violate any covenant, conditions or stipulations under any existing agreement(s) entered into by them, by availing the Loan from the Lender, in a form and manner required by the Lender.
f. The Borrower/s shall inform the Lender of the happening of any Event of Default or any event which after the notice or lapse of time or both would become an Event of Default forthwith without any delay and demur.
g. The Borrower/s shall execute, forthwith and without any delay, demur or protest, all such documents, including this Agreement and other Transaction Documents, as may be prescribed by the Lender from time to time, for giving effect to the terms of this Agreement, including without limitation bank statements, salary slips, income tax returns, and such other documents.
Appears in 1 contract
Samples: Note Purchase and Security Agreement (THUMZUP MEDIA Corp)
Borrower’s Covenants. a. Borrower covenants and agrees as follows:
(a) The Collateral shall be kept at the Property and will be used only in the conduct of Borrower/s agree 's business and undertake to utilize the entire amount operation of the Loanbuildings, only structures and improvements now or at any time hereafter on the Property.
(b) The Collateral shall not be misused, wasted or allowed to deteriorate, except for the End Use ordinary wear and shall not use the Loan amount for any speculative or illegal purposestear resulting from its use.
b. (c) The Borrower/s shall notify, in writing, to the Lender, of any change in the residence, contact numbers, employment, business or profession within 7 (Seven) days from the date of such change.
c. In case the Borrower/s commit a default in payment or repayment of the Principal Amount and the Interest thereon, the Lender, the National Housing Bank (“NHB”), the Reserve Bank of India (“RBI”) and / or any agency, statutory body, etc., so appointed by the NHB or RBI, will have an absolute right to disclose or publish the details of the default and the name of the Borrower/s as defaulters, in such manner and through such medium, as the Lender or the NHB or the RBI, in their absolute discretion, may think fit.
d. All the necessary Consents and approvals for availing the Loan shall be obtained and maintained by the Borrower/s and they Collateral shall at all times be insured against loss, damage, theft, and such other risks as Lender may require in compliance such amounts, with such Consents companies, under such policies, in such form and approvalsfor such periods as shall be reasonably satisfactory to Lender, and each policy shall provide that the loss thereunder and the proceeds payable thereunder shall be payable to Lender as its interest may appear.
e. (d) The Borrower/s Collateral shall not violate be used in violation of any covenant, conditions applicable law or stipulations under any existing agreement(s) entered into by them, by availing the Loan from the Lender, in a form and manner required by the Lenderregulation.
f. (e) The Borrower/s shall inform the Collateral may be examined and inspected by Lender at any reasonable time, wherever located.
(f) Any of the happening Collateral which becomes worn out or is damaged shall be promptly replaced with items of equal or greater value and utility.
(g) Borrower shall not sell, transfer, lease or otherwise dispose of any Event of Default the Collateral or any event interest therein or offer to do so other than in the ordinary course of Borrower's business without the prior written consent of Lender (which after shall not be unreasonably withheld), or permit anything to be done that may impair the notice value of any of the Collateral or lapse the security intended to be afforded by this Agreement.
(h) Borrower shall pay all taxes and assessments upon the Collateral or for its use or operation prior to any delinquency thereof.
(i) Borrower shall sign and execute alone or with Lender any financing statement or other document or procure any documents and pay all costs, expenses and fees, including reasonable attorneys' fees, necessary to protect the security interest under this Agreement against the rights, interests or claims of time third persons.
(j) Borrower shall reimburse Lender for all costs, expenses and fees, including, without limitation, court costs and reasonable attorneys' fees, incurred by or both would become for Lender for any action taken by or for Lender to remedy an Event of Default forthwith without any delay and demurof Borrower hereunder or under the other Loan Documents, together with interest accruing 123 thereon at the Default Rate commencing on the date that is ten days from the date demand for payment is made by Lender until repaid to Lender.
g. The Borrower/s (k) Borrower shall execute, forthwith and without any delay, demur or protest, all such documents, including this Agreement and other Transaction Documents, as may be prescribed by the Lender (i) from time to timetime promptly execute and deliver to Lender all such other assignments, for giving effect certificates, supplemental writings, and financing statements, and do all other reasonable acts or things as Lender may request in order to more fully evidence and perfect the security interest created herein; (ii) punctually and properly perform all of its agreements and obligations under the Loan Agreement, the Note, the Deed of Trust and the other Loan Documents; (iii) pay the indebtedness secured hereby in accordance with the terms thereof and in accordance with the terms of this the Loan Agreement, including without limitation bank statementsthe Note, salary slipsthe Deed of Trust and the other Loan Documents; (iv) promptly furnish Lender with any information or writings which Lender may request concerning the Collateral; (v) allow Lender to inspect all records of Borrower relating to the Collateral, income tax returnsthe Property, the Obligations and the business and operation of Borrower with respect to the Collateral or the Property, and to make and take away copies of such records; (vi) promptly notify Lender of any material adverse change in any facts or circumstances warranted or represented by Borrower in this Agreement or in any other documentswriting furnished by Borrower to Lender in connection with the Collateral, the Obligations or the business and operation of Borrower or the Property; (vii) promptly notify Lender of any claim, action or proceeding affecting title to the Collateral, or any part thereof, or the security interest created herein, and, at the request of Lender, appear in and defend, at Borrower's expense, any such action or proceeding; and (viii) promptly, after being requested by Lender, pay to Lender the amount of all expenses, including reasonable attorneys' fees and other legal expenses, incurred by Lender in enforcing the security interest created herein, together with interest thereon at the Default Rate commencing on the date that is ten days after the date demand for payment is made by Lender until the date repaid to Lender.
(l) Borrower shall not, without the prior written consent of Lender, create any other security interest in, mortgage, pledge, or otherwise encumber the Collateral, or any part thereof, or permit the same to be or become subject to any lien, attachment, execution, sequestration, other legal or equitable process, or any encumbrance of any kind or character, however, Borrower shall have the right to contest by appropriate proceedings the validity or amount of any such lien if and only if Borrower shall, within thirty days after the filing thereof, place a bond with the Lender in an amount, form, content and issued by a surety reasonably acceptable to the Lender for the payment of any such lien.
(m) Should any part of the Collateral ever be in any manner converted by its issuer or maker into another type of property or any money or other proceeds ever be paid or delivered to Borrower as a result of Borrower's rights in the Collateral, then all such property, money and other proceeds shall become part of the Collateral, and Borrower covenants to forthwith pay or deliver to Lender all of the same which is susceptible of delivery and, at the same time, if Lender deems it necessary and so requests, Borrower will properly endorse or assign the same. With respect to any of such property of a kind requiring any additional security agreement, financing statement or other writing to
Appears in 1 contract
Borrower’s Covenants. a. The Borrower/s agree To induce Lender to enter into the transactions contemplated under the Financing Documents, Borrower hereby covenants and undertake agrees as follows:
9.1 Borrower shall not do, and shall use its commercially reasonable efforts not to utilize cause or permit any other person or entity to do, anything to impede, affect, limit or interfere with the entire amount priority, scope, validity and enforceability of the Loanliens of Lender on or the security interests of Lender in the Collateral.
9.2 In the case of a Default (as defined below), only Borrower (A) shall not do, and shall use its commercially reasonable efforts not to cause or permit any other person or entity to do, anything to impede or interfere with the collection, transfer, sale, possession, use or operation by Lender of the Collateral and Borrower will further promptly provide or obtain all necessary documentation, assistance, authorizations and information needed for Lender or its transferees or assignees to collect, transfer, sell, possess, use or operate the Collateral, (B) will supply all additional information requested by Lender for the End Use transfer, sale, possession, use or operation of any Collateral by Lender or its transferees or assignees thereof, and (C) will instruct its employees, contractors and agents to cooperate and assist Lender and its applicable transferees or assignees thereof in the use, operation, transfer, collection, possession and/or sale of the Collateral.
9.3 To the best knowledge of Borrower, all material information furnished by or on behalf of Borrower to Lender in connection with this Agreement or any Financing Document shall be true and complete in all material respects when furnished and shall not use omit to state a material fact necessary to make the Loan amount for any speculative or illegal purposesstatements contained therein not misleading.
b. The Borrower/s 9.4 Borrower shall notifyprovide Lender with regular financial statements, in writing, not less often than fourteen (14) days after the end of each calendar quarterly period. All financial statements provided by Borrower after the date hereof shall be materially accurate and not misleading as of the date so provided. Borrower shall promptly provide Lender with updated financial statements if there are any material changes to the Lender, of any change financial condition reflected in the residence, contact numbers, employment, business or profession within 7 (Seven) days from the date of such change.
c. In case the Borrower/s commit a default in payment or repayment of the Principal Amount and the Interest thereon, the Lender, the National Housing Bank (“NHB”), the Reserve Bank of India (“RBI”) and / or any agency, statutory body, etc., so appointed by the NHB or RBI, will have an absolute right most recent statements provided to disclose or publish the details of the default and the name of the Borrower/s as defaulters, in such manner and through such medium, as the Lender or the NHB or the RBI, in their absolute discretion, may think fit.
d. All the necessary Consents and approvals for availing the Loan shall be obtained and maintained by the Borrower/s and they shall at all times be in compliance with such Consents and approvals.
e. The Borrower/s shall not violate any covenant, conditions or stipulations under any existing agreement(s) entered into by them, by availing the Loan from the Lender, in a form and manner required by the Lender.
f. The Borrower/s 9.5 Borrower shall inform not materially alter the organizational structure, business, operations, officers or ownership of Borrower without first obtaining the reasonable consent of Lender, which consent shall not be unreasonably withheld or delayed.
9.6 Borrower shall promptly notify Lender in the event that Borrower becomes involved or threatened with any material litigation or any governmental (including judicial) proceedings or investigations of any kind
9.7 Borrower shall not do and shall not cause or permit any other person or entity to do, anything to impede or interfere with the priority, enforceability or validity of the happening liens of Lender on or the security interests of Lender in the Collateral. Borrower shall not transfer, encumber or grant any liens on or security interests in the Collateral without the prior written consent of Lender. Borrower shall not incur any material liabilities or obligations other than in the ordinary course of business without obtaining the consent of Lender, not to be unreasonably withheld.
9.8 Borrower shall operate in accordance with all of its material permits, licenses and approvals, and all material laws, rules and regulations of any Event of Default kind applicable to Borrower's business or any event which after the notice or lapse of time or both would become an Event of Default forthwith without any delay and demuraffairs, excluding federal laws relating to cannabis.
g. The Borrower/s shall execute, forthwith and without any delay, demur or protest, all such documents, including this Agreement and other Transaction Documents, as may be prescribed by the Lender from time to time, for giving effect to the terms of this Agreement, including without limitation bank statements, salary slips, income tax returns, and such other documents.
Appears in 1 contract
Borrower’s Covenants. a. The Borrower/s agree and undertake to utilize Borrower hereby covenants with the entire amount Lender that during the term of this Assignment (a) the Borrower shall not transfer the responsibility for the management of the Loan, only for Property from the End Use and shall not use Agent to any other Person without the Loan amount for any speculative or illegal purposes.
b. The Borrower/s shall notify, in writing, to prior written consent of the Lender, of which consent shall not be unreasonably withheld, conditioned or delayed; (b) the Borrower shall not terminate or amend any change in the residence, contact numbers, employment, business or profession within 7 (Seven) days from the date of such change.
c. In case the Borrower/s commit a default in payment or repayment of the Principal Amount and material terms or provisions of the Interest thereon, Management Agreement without the prior written consent of the Lender, which consent shall not be unreasonably withheld, conditioned or delayed; and (c) the National Housing Bank (“NHB”), the Reserve Bank of India (“RBI”) and / or any agency, statutory body, etc., so appointed by the NHB or RBI, will have an absolute right to disclose or publish the details of the default and the name of the Borrower/s as defaultersBorrower shall, in such the manner and through such mediumprovided for in this Assignment, as the Lender or the NHB or the RBI, in their absolute discretion, may think fit.
d. All the necessary Consents and approvals for availing the Loan shall be obtained and maintained by the Borrower/s and they shall at all times be in compliance with such Consents and approvals.
e. The Borrower/s shall not violate any covenant, conditions or stipulations under any existing agreement(s) entered into by them, by availing the Loan from the Lender, in a form and manner required by the Lender.
f. The Borrower/s shall inform give notice to the Lender of the happening of any Event of Default or any event which after the notice or lapse information that the Borrower receives which indicates that the Agent is terminating the Management Agreement or that the Agent is otherwise discontinuing its management of time or both would become an Event the Property. Notwithstanding the provisions of Default forthwith this Section 4, Borrower may, without any delay and demur.
g. The Borrower/s shall executeobtaining Lender’s prior consent, forthwith and without any delay, demur or protest, all such documents, including this terminate the Management Agreement and other Transaction Documents, as may be prescribed by the Lender from time to time, for giving effect to in accordance with the terms of this the Management Agreement, including without limitation bank statements(A) in the event such termination is a result of (i) Agent’s negligence in the management, salary slipsoperation, income tax returnsmaintenance or servicing of the Property or other default by Agent in the performance of its obligations under the Management Agreement and Agent shall have failed to cure such breach to the satisfaction of Borrower after thirty (30) days prior written notice; (ii) Agent having caused or allowed to exist a breach of any Basic Document (as defined in the Management Agreement) and, only to the extent that such breach is curable, shall have failed to cure such breach to the satisfaction of Borrower by the earlier of any required date or after thirty (30) days prior written notice from Borrower; (iii) a receiver, liquidator or trustee of Agent having been appointed by court order or a petition to liquidate or reorganize Agent under any bankruptcy, reorganization or insolvency law, and such order or petition is not vacated or dismissed within sixty (60) days or Agent shall have filed a petition in bankruptcy, for reorganization or under any insolvency laws, or if Agent shall have made an assignment for the benefit of its creditors, or if Agent is adjudicated a bankrupt; (iv) the present management of Agent having materially changed by reason of the acquisition or merger of Agent by or with any other documentsentity; or (v) damage or destruction to the Property and Borrower decides not to rebuild or restore the Property or there is a taking by condemnation, or similar proceeding, of a substantial portion of the Property, and (B) provided that, within 30 days of such termination, Borrower enters into a replacement management agreement on then market terms and conditions, and otherwise reasonably acceptable to Lender with a replacement manager reasonably acceptable to Lender.
Appears in 1 contract
Samples: Assignment and Subordination of Management Agreement (FSP 50 South Tenth Street Corp)
Borrower’s Covenants. a. The Borrower/s agree Borrower covenants and undertake to utilize the entire amount of the Loan, only for the End Use and shall not use the Loan amount for any speculative or illegal purposes.agrees as follows:
b. (a) The Borrower/s shall notify, in writing, Borrower will promptly give written notice to the Lender, Bank of (i) the occurrence of any change in Default or Event of Default of which it has knowledge, (ii) the residenceoccurrence of any loss respecting the Notes of which it has knowledge, contact numbers(iii) the commencement, employmentthreat of which the Borrower has knowledge of, any material litigation or other proceedings affecting the Borrower or the Collateral or that might materially interfere with the normal business or profession within 7 (Seven) days from the date of such change.
c. In case the Borrower/s commit a default in payment or repayment of the Principal Amount and the Interest thereon, the Lender, the National Housing Bank (“NHB”), the Reserve Bank of India (“RBI”) and / or any agency, statutory body, etc., so appointed by the NHB or RBI, will have an absolute right to disclose or publish the details of the default and the name operations of the Borrower/s as defaulters, in such manner and through such medium, as the Lender or the NHB or the RBI, in their absolute discretion, may think fit.
d. All (b) The Borrower will (i) duly observe and conform to all valid requirements of governmental authorities necessary to the performance of its obligations under this Loan Agreement, including the payment of all sales, use, property or other tax, license, toll, inspection or other fee, and obtaining any bond, permit or certificate, (ii) maintain its corporate existence and obtain and keep in full force and effect all rights, franchises, licenses and permits which are necessary Consents to the proper conduct of its business and approvals for availing the Loan (iii) obtain or cause to be obtained as promptly as possible any governmental, administrative or agency approval and make any filing or registration therewith which shall be obtained required with respect to the performance of its obligations under this Loan Agreement and maintained by all of the Borrower/s and they shall at all times be in compliance with such Consents and approvalsDocuments.
e. (c) The Borrower/s shall not violate any covenant, conditions or stipulations Borrower will duly observe and perform all covenants and obligations to be performed by it under any existing agreement(s) entered into by them, by availing the Loan from the Lender, in a form and manner required by the LenderDocuments.
f. (d) The Borrower/s shall inform the Lender of the happening of Borrower will promptly, at any Event of Default or any event which after the notice or lapse of time or both would become an Event of Default forthwith without any delay and demur.
g. The Borrower/s shall execute, forthwith and without any delay, demur or protest, all such documents, including this Agreement and other Transaction Documents, as may be prescribed by the Lender from time to time, for giving effect at its sole expense, execute and deliver to the terms Bank such further instruments and documents, and take such further action, as the Bank may from time to time reasonably request in order to carry out the intent and purpose of this Agreement, including without limitation bank statements, salary slips, income tax returnsLoan Agreement and all of the Documents, and to establish and protect the rights, interests and remedies created, or intended to be created, in favor of the Bank hereby and thereby, including, without limitation, the execution, delivery, recordation and filing of financing statements continuation statements or mortgage assignments with respect to the Collateral. With respect to the Collateral, the Borrower hereby authorizes the Bank, in such jurisdictions, where such action is authorized or permitted by law, to effect any such recordation or filing without the signature of the Borrower thereto and the Bank's expenses with respect thereto shall be payable by the Borrower on demand and Bank shall provide copies of such filings to the Borrower. The Borrower will pay, or reimburse the Bank for, any and all fees, costs and expenses of whatever kind or nature incurred in connection with the creation, preservation and protection of the Bank's security interests in the Collateral, including, without limitation, all fees and taxes in connection with the recording or filing of instruments and documents in public offices, payment or discharge of any taxes or liens, charges or encumbrances of any nature upon or in respect of the Collateral, premiums for insurance with respect to the Collateral and all other documentsfees, costs and expenses in connection with protecting, maintaining or preserving the Collateral and the Bank's interests therein, whether through judicial proceedings or otherwise, or in defending or prosecuting any actions, suits or proceedings arising out of or relating to the Collateral; and all such amounts that are paid by the Bank shall, until reimbursed by the Borrower, constitute further obligation of the Borrower secured by the Collateral.
(e) The Borrower will not create, assume or suffer to exist any lien, claim, charge or encumbrance of any kind upon any of the Collateral, of or by any individual (or association of individuals), entity or governmental instrumentality, claimed or asserted against, through or under the Borrower.
(f) The Borrower will not change its chief executive office or remove its books and records concerning the Collateral from the address herein, unless it shall have given at least 30 days' prior written notice of such change or removal to the Bank, specifying the new address or addresses.
(g) Without limiting the generality of any other provision hereof, the Borrower shall indemnify, protect, save and keep harmless the Bank from and against any reduction in the amount payable out of the Collateral to the Bank, or any other loss, cost or expense (including legal fees) incurred by the Bank, as the result of the Borrower's breach of clause (e) of this paragraph.
Appears in 1 contract
Samples: Term Loan and Security Agreement (Franklin Credit Management Corp/De/)