Covenants of Obligor. (a) Obligor agrees: (i) To timely perform all of its obligations to Bank under the Credit Agreement; (ii) To give Agent prompt notice of any default in the observance of each Obligor's obligations under the Credit Agreement and to use its commercially reasonable best efforts to cure any such default within the time periods permitted; (iii) Unless the Required Guarantors provides their prior written consent, not to make any initial borrowing or otherwise utilize credit under the Credit Agreement until such time as the unrestricted cash (determined in accordance with GAAP and excluding Excluded Cash) shown on Obligor's balance sheet is less than $2,000,000; (iv) Not to amend or otherwise modify the Credit Agreement without the prior written consent of Agent, and not to enter into any loan or credit agreement or other credit arrangements with Bank, or any other lender, outside the Operative Documents; (v) To immediately notify Agent if the unrestricted cash (determined in accordance with GAAP and excluding Excluded Cash) shown on Obligor's balance sheet equals or exceeds $11,000,000; (vi) If the unrestricted cash (determined in accordance with GAAP and excluding Excluded Cash) shown on Obligor's balance sheet equals or exceeds $11,000,000, then Obligor shall do either of the following at Agent's request: (1) repay outstanding loans under the Credit Agreement in increments of $1,000,000 for each such increment in excess of $10,000,000 (excluding any Excluded Cash) (provided that if there is less than $1,000,000 of outstanding loans due under the Credit Agreement, then Obligor shall repay such lesser amount to the extent that Obligor retains unrestricted cash balances in an amount equal to $10,000,000 (excluding any Excluded Cash) after giving effect to such repayment), and if requested by Agent, permanently reduce the outstanding commitment under the Credit Agreement in an amount equal to such repayment amount; or (2) cause each Guarantor's guarantee requirement under the Credit Agreement to be eliminated ratably in an aggregate amount equal to the amount of outstanding loans that would otherwise be required to be repaid pursuant to Section 4(a)(vi)(1) hereof. (vii) Obligor will cause each of its Subsidiaries (other than a Regulated Subsidiary and DSLnet Communications Delaware, Inc.) hereafter formed or acquired, to execute and deliver to Agent a Subsidiary Joinder in the form of Attachment 1 to the Guaranty, to cause such Subsidiary to become a Subsidiary Guarantor under the Subsidiary Guaranty and a Grantor under the Security Agreement. Obligor and such Subsidiary shall fully cooperate with Agent and perform all additional acts requested by Agent to effect the purposes of this Section 4(a)(vii), including without limitation, execution and delivery of agreements, instruments, UCC financing statements, documents, and certificates all in form and substance satisfactory to Agent. (b) Obligor agrees, at all times after Obligor has received notice of a demand by Bank for payment under the Guaranty and until such demand has been rescinded by Bank, that without the prior written consent of Agent:
Appears in 1 contract
Covenants of Obligor. (a) Obligor agrees:
(i) To timely perform all of its obligations to Bank under the Credit Agreement;
(ii) To give Agent VantagePoint prompt notice of any default in the observance of each Obligor's obligations under the Credit Agreement and to use its commercially reasonable best efforts to cure any such default within the time periods permitted;
(iii) Unless the Required Guarantors provides their prior written consent, not Not to make any initial borrowing or otherwise utilize credit under the Credit Agreement until such time as the unrestricted cash (determined in accordance with GAAP and excluding Excluded CashGAAP) shown on Obligor's balance sheet is less than $2,000,0005,000,000;
(iv) Not to amend or otherwise modify the Credit Agreement without the prior written consent of AgentVantagePoint, and not to enter into any loan or credit agreement or other credit arrangements with Bank, or any other lender, Bank outside the Operative DocumentsCredit Agreement;
(v) To immediately notify Agent VantagePoint if the unrestricted cash (determined in accordance with GAAP and excluding Excluded CashGAAP) shown on Obligor's balance sheet equals or exceeds $11,000,000;
(vi) If the unrestricted cash (determined in accordance with GAAP and excluding Excluded CashGAAP) shown on Obligor's balance sheet equals or exceeds $11,000,000, then Obligor shall do either of the following at AgentVantagePoint's request:
(1) repay outstanding loans under the Credit Agreement in increments of $1,000,000 for each such increment in excess of $10,000,000 (excluding any Excluded Cash) (provided that if there is less than $1,000,000 of outstanding loans due under the Credit Agreement, then Obligor shall repay such lesser amount to the extent that Obligor retains unrestricted cash balances in an amount equal to $10,000,000 (excluding any Excluded Cash) after giving effect to such repayment), and if requested by AgentVantagePoint, permanently reduce the outstanding commitment under the Credit Agreement in an amount equal to such repayment amount; or
(2) cause each Guarantor's the guarantee requirement under the Credit Agreement to be eliminated ratably in an aggregate amount equal to the amount of outstanding loans that would otherwise be required to be repaid pursuant to Section 4(a)(vi)(1) hereof.
(vii) Obligor will cause each of its Subsidiaries (other than a Regulated Subsidiary and DSLnet Communications Delaware, Inc.) hereafter formed or acquired, to execute and deliver to Agent a Subsidiary Joinder in the form of Attachment 1 to the Guaranty, to cause such Subsidiary to become a Subsidiary Guarantor under the Subsidiary Guaranty and a Grantor under the Security Agreement. Obligor and such Subsidiary shall fully cooperate with Agent and perform all additional acts requested by Agent to effect the purposes of this Section 4(a)(vii), including without limitation, execution and delivery of agreements, instruments, UCC financing statements, documents, and certificates all in form and substance satisfactory to Agent.
(b) Obligor agrees, at all times after Obligor has received notice of a demand by Bank for payment under the Guaranty and until such demand has been rescinded by Bank, that without the prior written consent of AgentVantagePoint:
Appears in 1 contract
Samples: Guarantee Agreement (DSL Net Inc)
Covenants of Obligor. (a) Obligor agrees:
(i) To timely perform all of its obligations to Bank under the Credit Agreement;
(ii) To give Agent prompt notice of any default in the observance of each Obligor's obligations under the Credit Agreement and to use its commercially reasonable best efforts to cure any such default within the time periods permitted;
(iii) Unless the Required Guarantors provides their prior written consent, not to make any initial borrowing or otherwise utilize credit under the Credit Agreement until such time as the unrestricted cash (determined in accordance with GAAP and excluding Excluded Cash) shown on Obligor's balance sheet is less than $2,000,000;
(iv) Not to amend or otherwise modify the Credit Agreement without the prior written consent of Agent, and not to enter into any loan or credit agreement or other credit arrangements with Bank, or any other lender, outside the Operative Documents;
(v) To immediately notify Agent if the unrestricted cash (determined in accordance with GAAP and excluding Excluded Cash) shown on Obligor's balance sheet equals or exceeds $11,000,000;
(vi) If the unrestricted cash (determined in accordance with GAAP and excluding Excluded Cash) shown on Obligor's balance sheet equals or exceeds $11,000,000, then Obligor shall do either of the following at Agent's request:
(1) repay outstanding loans under the Credit Agreement in increments of $1,000,000 for each such increment in excess of $10,000,000 (excluding any Excluded Cash) (provided that if there is less than $1,000,000 of outstanding loans due under the Credit Agreement, then Obligor shall repay such lesser amount to the extent that Obligor retains unrestricted cash balances in an amount equal to $10,000,000 (excluding any Excluded Cash) after giving effect to such repayment), and if requested by Agent, permanently reduce the outstanding commitment under the Credit Agreement in an amount equal to such repayment amount; or
(2) cause each Guarantor's guarantee requirement under the Credit Agreement to be eliminated ratably in an aggregate amount equal to the amount of outstanding loans that would otherwise be required to be repaid pursuant to Section 4(a)(vi)(1) hereof.
(vii) Obligor will cause each of its Subsidiaries (other than a Regulated Subsidiary and DSLnet Communications Delaware, Inc.) hereafter formed or acquired, to execute and deliver to Agent a Subsidiary Joinder in the form of Attachment 1 to the Guaranty, to cause such Subsidiary to become a Subsidiary Guarantor under the Subsidiary Guaranty and a Grantor under the Security Agreement. Obligor and such Subsidiary shall fully cooperate with Agent and perform all additional acts requested by Agent to effect the purposes of this Section 4(a)(vii), including without limitation, execution and delivery of agreements, instruments, UCC financing statements, documents, and certificates all in form and substance satisfactory to Agent.
(b) Obligor agrees, at all times after Obligor has received notice of a demand by Bank for payment under the Guaranty and until such demand has been rescinded by Bank, that without the prior written consent of Agent:
Appears in 1 contract
Covenants of Obligor. (a) Obligor agrees:
(i) To timely perform all of its obligations to Bank under the Credit Agreement;
(ii) To give Agent prompt notice of any default in the observance of each Obligor's obligations under the Credit Agreement and to use its commercially reasonable best efforts to cure any such default within the time periods permitted;
(iii) Unless the Required Guarantors provides their prior written consent, not to make any initial borrowing or otherwise utilize credit under the Credit Agreement until such time as the unrestricted cash (determined in accordance with GAAP and excluding Excluded Cash) shown on Obligor's balance sheet is less than $2,000,000;
(iv) Not to amend or otherwise modify the Credit Agreement without the prior written consent of Agent, and not to enter into any loan or credit agreement or other credit arrangements with Bank, or any other lender, outside the Operative Documents;
(v) To immediately notify Agent if the unrestricted cash (determined in accordance with GAAP and excluding Excluded Cash) shown on Obligor's balance sheet equals or exceeds $11,000,000;
(vi) If the unrestricted cash (determined in accordance with GAAP and excluding Excluded Cash) shown on Obligor's balance sheet equals or exceeds $11,000,000, then Obligor shall do either of the following at Agent's request:
(1) repay outstanding loans under the Credit Agreement in increments of $1,000,000 for each such increment in excess of $10,000,000 (excluding any Excluded Cash) (provided that if there is less than $1,000,000 of outstanding loans due under the Credit Agreement, then Obligor shall repay such lesser amount to the extent that Obligor retains unrestricted cash balances in an amount equal to $10,000,000 (excluding any Excluded Cash) after giving effect to such repayment), and if requested by Agent, permanently reduce the outstanding commitment under the Credit Agreement in an amount equal to such repayment amount; or
(2) cause each Guarantor's guarantee requirement under the Credit Agreement to be eliminated ratably in an aggregate amount equal to the amount of outstanding loans that would otherwise be required to be repaid pursuant to Section 4(a)(vi)(1) hereof.
(vii) Obligor will cause each of its Subsidiaries (other than a Regulated Subsidiary and DSLnet Communications Delaware, Inc.) hereafter formed or acquired, to execute and deliver to Agent a Subsidiary Joinder in the form of Attachment ATTACHMENT 1 to the Guaranty, to cause such Subsidiary to become a Subsidiary Guarantor under the Subsidiary Guaranty and a Grantor under the Security Agreement. Obligor and such Subsidiary shall fully cooperate with Agent and perform all additional acts requested by Agent to effect the purposes of this Section SECTION 4(a)(vii), including without limitation, execution and delivery of agreements, instruments, UCC financing statements, documents, and certificates all in form and substance satisfactory to Agent.
(b) Obligor agrees, at all times after Obligor has received notice of a demand by Bank for payment under the Guaranty and until such demand has been rescinded by Bank, that without the prior written consent of Agent:
Appears in 1 contract
Samples: Reimbursement Agreement (Vantagepoint Venture Partners 1996)
