Certain Covenants of Borrower. Borrower hereby covenants and agrees with Lender as follows:
Certain Covenants of Borrower. Borrower shall:
(a) not use or permit any Collateral to be used unlawfully or in violation of any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral to the extent the same could reasonably be expected to have a Material Adverse Effect;
(b) at its own cost and expense, with respect to each property that it leases on which any Collateral is located, obtain, at Investor’s request, an agreement satisfactory to Investor with the landlord of such leased property, (i) subordinating such landlord’s lien in any Collateral to the security interest purported to be granted hereunder and (ii) granting access to such leased property;
(c) maintain insurance as provided in Section 9.06 the Loan Agreement;
(d) notify Investor of any change in its name, identity or corporate structure at least fifteen (15) days prior to such change;
(e) give Investor thirty (30) days’ prior written notice of any change in its chief place of business, chief executive office or residence or the office where Borrower keeps its records regarding the Collateral or a reincorporation, reorganization or other action that results in a change of the jurisdiction of organization of Borrower;
(f) pay promptly when due all taxes, assessments and governmental charges or levies imposed upon, and all claims against, the Collateral, except to the extent the validity thereof is being contested in good faith; provided, however, that Borrower shall in any event pay such taxes, assessments, charges, levies or claims not later than five (5) days prior to the date of any proposed sale under any judgment, writ or warrant of attachment entered or filed against Borrower or any of the Collateral as a result of the failure to make such payment;
(g) except for licenses of LFRP Intellectual Property and In Licenses in effect on the date hereof, not suffer to exist any license, lease, contract or agreement to which it is a party forming part of or used in the LFRP that contains any provision that purports to prohibit Borrower from granting to Investor a security interest in any item of Collateral including any such license, lease, contract or agreement itself;
(h) comply with all of its obligations with respect to any personal property owned or leased by it and used in the LFRP, including capital leases, operating leases and purchase money indebtedness except to the extent non-compliance could not reasonably be expected to have a Material Adverse Effect;
(i) from and after the ...
Certain Covenants of Borrower. BORROWER SHALL:
Certain Covenants of Borrower. Holdings shall not, directly or indirectly, without Lender’s prior written approval (a) enter into any agreement (including any agreement for incurrence or assumption of indebtedness, any purchase, sale, lease or exchange of any property or the rendering of any service), between itself and any other Person who is not a Borrower, other than in accordance with this Agreement and the Related Documents to which it is a party, (b) hold any assets, other than all of the issued and outstanding Equity Interests of Borrower, assets in connection with the capital accounts of members or assets needed to maintain the organization and goods standing of Holdings, (c) engage in any business or conduct any activity or operations (including the making of any investment or payment) or transfer any of its assets, other than (i) the making of investments in Borrower, and (ii) the performance of its obligations under this Agreement and the Related Documents to which it is a party in accordance with the terms thereof, or (d) consolidate or merge with or into any other Person. Holdings shall preserve, renew and keep in full force and effect its existence. Holdings shall cause each other Borrower to comply with each of its covenants and agreements contained herein.
Certain Covenants of Borrower. 29 4.1 Payment and Performance of Obligations.....................29 4.2 Transfers..................................................29 4.3 Liens......................................................30 4.4 Indebtedness...............................................31 4.5 Compliance with Restrictive Covenants, Etc.................32 4.6 Leases.....................................................32 4.7
Certain Covenants of Borrower. Section 11.1 Certain Covenants of Borrower ..................................................................... 42 ARTICLE XII NOTICES Section 12.1 Notices ........................................................................................................... 47 ARTICLE XIII MISCELLANEOUS Section 13.1 Miscellaneous ................................................................................................ 48 Section 13.2 USA Patriot Act ............................................................................................. 49 Section 13.3 Immunity Waiver ........................................................................................... 49 Section 13.4 Acknowledgement and Consent to Bail-In .................................................... 50 Section 13.5 German Foreign Trade and Payments Ordinance .......................................... 50 TABLE OF CONTENTS (continued) Page iii SCHEDULE I Certain Economic Terms SCHEDULE IA Administrative Details SCHEDULE II Aircraft and Pre-Delivery Payments APPENDIX A – Definitions EXHIBIT A – Form of Borrowing Notice […***…] EXHIBIT B – Form of Transfer Agreement EXHIBIT C-1 – […***…] EXHIBIT C-2 – […***…]
Certain Covenants of Borrower. The Borrower covenants and agrees with the Lenders and the Security Trustee as follows:
Certain Covenants of Borrower. Borrower covenants and agrees with the Company that until the Obligations are paid and performed in full:
(a) Borrower shall promptly notify the Company of the occurrence or existence of any Event of Default or the occurrence or existence of any condition or event that, with the giving of notice or lapse of time or both, would be an Event of Default.
(b) Borrower shall maintain the Collateral free from any Lien adverse to the Company.
(c) Borrower shall keep accurate records with respect to the Collateral. If requested by the Company, Borrower shall permit the Company and its agents and representatives to examine and make copies or abstracts of such records. If requested by the Company, Borrower shall prepare and deliver to the Company a statement accurately identifying or describing any or all Collateral.
(d) Borrower agrees to take any action (including the execution, delivery, recording, filing, rerecording and refiling of any financing statements, continuation statements or other documents) that the Company may reasonably request to (i) perfect, continue, maintain, preserve and protect the security interest purported to be created hereby as a first priority security interest in all the Collateral, (ii) enable the Company to exercise and enforce its rights and remedies or (iii) otherwise effect the purposes of this Agreement. If the Company believes that it needs to obtain injunctive relief in order to perfect its security interest in the Collateral, Borrower agrees to consent to such injunctive relief without delay or challenge.
(e) Borrower shall not permit or suffer to exist any Lien on any Collateral, or part thereof, except for the security interest created hereby.
(f) Borrower shall not transfer, pledge or otherwise assign the Pledged Shares and agrees that its right to retain possession of the collateral pursuant to Section 9 is for convenience only and Borrower shall not take any action that would restrict or nullify the Company’s rights hereunder.
(g) Borrower shall not use any proceeds from the Loan to buy or carry public company stock.
Certain Covenants of Borrower. Borrower covenants and agrees with the Company that until the Obligations are paid and performed in full:
Certain Covenants of Borrower. Borrower covenants and agrees with Lender and Security Trustee as follows:
(a) Borrower will, at its cost and expense, cause to be done, executed, acknowledged and delivered all and every such further acts, conveyances and assurances as Lender shall reasonably require for accomplishing the purposes of this Agreement and the other Operative Documents and to establish, protect and preserve the rights, title and interest of the Security Trustee and the Lender in the and to the Aircraft and under the Operative Documents; provided that any instrument or other document so executed by Borrower will not expand any obligations or limit any rights of Borrower in respect of the transactions contemplated by any of the Operative Documents.
(b) Borrower, at its expense, will cause the Mortgage, all Mortgage Supplements and all amendments to the Mortgage, to be promptly filed and recorded, or filed for recording, to the extent required under the Transportation Code or required under any other applicable law. Borrower agrees to furnish Lender with copies of the foregoing documents with recording data as promptly as practicable following the issuance of same by the FAA.
(c) Promptly upon the recording of the Mortgage and the Mortgage Supplement covering the Aircraft pursuant to the Transportation Code, Borrower will cause Xxxxx Xxxxx & Xxxxxx, special FAA counsel in Oklahoma City, Oklahoma, to deliver to Lender, Security Trustee, Borrower and Guarantor an opinion as to the due and valid registration of the Aircraft in the name of Borrower, the due recording of the FAA Xxxx of Sale, the Mortgage and the Mortgage Supplement and the lack of filing of any intervening documents with respect to the Aircraft.
(d) With respect to the insurance required to be maintained in accordance with the provisions of Section 4.01(e) of the Mortgage, Borrower will (1) promptly provide Security Trustee and Lender notice of any lapse, cancellation or material change in such insurance adversely affecting any such Person, (2) cause the Insurance Broker to advise Security Trustee and Lender in writing of any default in the payment of any premium and of any other act or omission on the part of Borrower of which the Insurance Broker has actual knowledge and which might invalidate or render unenforceable, in whole or in part, any insurance on the Aircraft as required by the terms of the Mortgage and to advise such Persons in writing at least 30 days (7 days, or such other period as then generally avai...
