Covenants of the Guarantor. (a) The Guarantor will not, and will not permit any Subsidiary Guarantor to, create or permit to exist any Lien upon any property or assets, including Equity Interests issued by the Issuer or any Subsidiary Guarantor, in order to secure any Indebtedness of the Guarantor, the Issuer or such Subsidiary Guarantor without providing for the Guaranteed Securities to be equally and ratably secured with (or prior to) any and all such Indebtedness and any other Indebtedness similarly entitled to be equally and ratably secured, for so long as such Indebtedness is so secured; provided, however, that this restriction will not apply to, or prevent the creation or existence of:
(i) purchase money liens or purchase money security interests upon or in any property acquired by the Guarantor, the Issuer or such Subsidiary Guarantor in the ordinary course of business to secure the purchase price or construction cost of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property or construction of improvements on such property;
(ii) Liens existing on property acquired by the Guarantor, the Issuer or such Subsidiary Guarantor at the time of its acquisition, provided that such Liens were not created in contemplation of such acquisition and do not extend to any assets other than the property so acquired;
(iii) Liens securing Funded Debt recourse for which is limited to specific assets of the Guarantor, the Issuer or such Subsidiary Guarantor created for the purpose of financing the acquisition, improvement or construction of the property subject to such Liens;
(iv) the replacement, extension or renewal of any Lien permitted by clauses (i) through (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in the direct or indirect obligor) of the Indebtedness secured thereby;
(v) Liens upon or with respect to margin stock;
(vi) to the extent constituting Liens on Indebtedness, the rights of the parties to the Cash Sweep and Credit Support Agreement and the Management Services Agreement to borrow cash from the Guarantor or any Subsidiary;
(vii) Liens securing Funded Debt of the Issuer or such Subsidiary Guarantor (including Indebtedness pursuant to the Existing Credit Agreement and the Existing Term Loan Agreements (including any secured Hedging Obligations)) that ranks no more senior in right of payment (irrespective of such Liens)...
Covenants of the Guarantor. Subject to the provisions of the Guarantor Agreement, the Guarantor covenants and agrees with the Bond Trustee that it shall:
(a) duly and punctually pay and discharge all monies and liabilities whatsoever which now are or at any time hereafter may (whether before or after the Security has become enforceable pursuant to this Agreement) become due and payable to the Bond Trustee (whether for its own account or as trustee for the Secured Creditors) or any of the other Secured Creditors by the Guarantor, whether actually or contingently, solely or jointly with one or more Persons and whether as principal or guarantor under or pursuant to this Agreement or any other of the Transaction Documents;
(b) observe, perform and satisfy all of its other obligations and liabilities under or pursuant to this Agreement and/or any of the Transaction Documents;
(c) not do anything inconsistent with the Security or knowingly to prejudice the Security or the Bond Trustee’s interest therein; and
(d) comply in all respects with the Priorities of Payments as set out in the Guarantor Agreement prior to and until service of a Guarantor Acceleration Notice on the Guarantor.
Covenants of the Guarantor. (a) The Guarantor, for so long as any Trust Preferred Securities remain outstanding, shall maintain, or shall cause a Qualified Subsidiary to maintain, 100% ownership of the Trust Common Security. Any transfer of the Trust Common Security from the Guarantor to a Qualified Subsidiary or from a Qualified Subsidiary to the Guarantor or to another Qualified Subsidiary is conditioned on the receipt by the Guarantor of an opinion of a nationally recognized law firm in the United States experienced in such matters to the effect that (A) the Company shall continue to be treated as a partnership for U.S. federal income tax purposes, (B) such transfer shall not cause the Company or the Trust to be classified as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes, (C) such transfer shall not cause the Company or the Trust to be required to register under the 1940 Act; (D) such transfer shall not adversely affect the limited liability of the holders of the Class B Preferred Securities and (E) such transfer shall not otherwise result in a Trust Special Redemption Event and/or a Company Special Redemption Event.
(b) For so long as any Trust Preferred Securities remain outstanding, the Guarantor shall cause the Trust to remain a statutory trust and shall use its commercially reasonable efforts to ensure that the Trust shall not be classified as other than a grantor trust for U.S. federal income tax purposes.
(c) The Guarantor, for so long as any of the Trust Securities are outstanding, shall not permit, or take any action to cause, the dissolution, liquidation, termination or winding up of the Trust, unless (i) a Trust Special Redemption Event or a Company Special Redemption Event occurs or (ii) the Company is in liquidation and the approval of any necessary regulatory authorities to such action has been received.
Covenants of the Guarantor. The Guarantor covenants and agrees through the Termination Date, that:
Covenants of the Guarantor. (1) The Guarantor covenants that it will comply with the financial covenants set forth in the following items on and after the execution date of this Letter of Guarantee, up until all of the obligations of the Borrower owed to the Lender and the Agent under the Loan Agreement are satisfied:
(a) The Guarantor shall not permit Leverage Ratio as of the end of any fiscal quarter of the Guarantor to be greater than 5.75 to 1.00. Provided, however, if the corresponding financial covenant (or any related definition or other component term) in the Guarantor Credit Facility is amended, the Lenders will not unreasonably deny or withhold to amend the Guarantor's covenants under this item.
(2) On or after June, 2017, (a) within 65 days after the end of the first three fiscal quarters of each fiscal year of the Guarantor and (b) within 110 days after the end of each fiscal year of the Guarantor, submit via the Borrower, in portable document format (PDF), a statement substantially in the form set forth in Exhibit 2 (to be amended from time to time based on the amendments to this Letter of Guarantee) setting forth the calculation of the financial covenant(s) referred to in clause (1) above as of the end of such fiscal quarter or fiscal year (as applicable) of the Guarantor and submit the original of such statement as soon as reasonably practicable thereafter.
(3) Unless otherwise provided for in Laws and Regulations or principles of equity, for the purpose of payment for all of the obligations of the Guarantor owed to the Lender and the Agent under this Letter of Guarantee, take no actions to subordinate such obligations to other unsecured obligations in respect of debt for borrowed money, to the extent such obligations are both unsecured and non-subordinated.
(4) The Guarantor covenants that unless the Majority Lender gives prior written consent (such consent shall not be unreasonably refused, withheld or delayed), it shall not do any of the acts listed in the following items on or after the execution date of this Letter of Guarantee, up until all of the obligations of the Borrower owed to the Lender and the Agent under the Loan Agreement are satisfied:
(a) Become an Anti-Social Force and ASF Related Party; or
(b) Commit itself, or take advantage of any third party to commit, any Anti-Social Conduct.
Covenants of the Guarantor. The Guarantor agrees as follows:
Covenants of the Guarantor. The Guarantor hereby covenants and agrees that through the Termination Date:
(a) To the extent administratively feasible and permissible under all applicable Laws, it will provide the Trust, promptly upon becoming aware of the same, with written notice of the commencement of any conservatorship, receivership or other Bankruptcy Event with respect to the Guarantor;
(b) It shall comply in all material respects with the terms and provisions of all requirements of Law applicable to the Guarantor and it shall obtain and maintain all licenses, permits, charters and registrations that are necessary to the conduct of its business except to the extent the failure to comply with any such requirement of Law or obtain or maintain any such license, permit, charter or registration could not reasonably be expected to have a Material Adverse Effect with respect to the Capital Protection Provider; and
(c) It shall promptly and fully perform all of, and comply in all respects with, its obligations (i) under each Capital Protection Document to which it is a party, and (ii) under each other agreement, instrument or contract delivered in connection with a Capital Protection Document and by which it is bound, except in each case to the extent that such non-performance would not reasonably be expected to have a Material Adverse Effect with respect to the Capital Protection Provider.
Covenants of the Guarantor. 1. Having obtained the authorization for the guarantee under this Contract in accordance with relevant provisions and procedures.
2. Having provided the Lender with true, complete and valid financial statements, articles of incorporation or other relevant data and information, and having accepted the Lender’s supervision and inspection against its production operations and financial status.
3. The Guarantor is willing to fulfill guarantee liabilities in the event that the Borrower fails to repay debts as stipulated in master contract.
4. In case the Guarantor fails to fulfill guarantee liabilities as stipulated in the Contract, the Lender has the right to deduct directly relevant amounts from the account that the Guarantor opens in the Lender’s bank.
5. In any of the following situations, the Guarantor shall notify the Lender immediately in writing:
(1) The Guarantor changes its name, address, legal representative, contact way, etc.;
(2) The Guarantor changes it subordinate relationship, senior personnel, articles of incorporation or organizational structure;
(3) The financial status or production operations of the Guarantor is in trouble, or having material lawsuit or arbitration to the Guarantor;
(4) The Guarantor shuts down, goes out of business, suspends business for rectification, or files for bankruptcy or reorganization, etc.;
(5) The business license of the Guarantor is cancelled or revoked, or it is ordered to close down, or other grounds for dissolution has occurred; or
(6) The events happen to the Guarantor that are adverse to the realization of Xxxxxx’s rights by the Lender;
6. In the event of carrying out any of the following actions, the Guarantor shall notify the Lender 15 days in advance and obtain its written consent:
(1) The Guarantor changes its capital structure or management system, including, but not limited to, contract, lease, shareholding reform, joint-operation, merger, division, joint venture, reduction of capital, transfer of assets, filing for reorganization, reconciliation or bankruptcy; or
(2) The Guarantor provides guarantee to a third party or creates mortgage or pledge for the debts of it or a third party, which may impact its fulfillment of the guarantee liabilities under the Contract.
Covenants of the Guarantor. The Guarantor covenants and agrees that until all of the Guaranteed Obligations have been paid in full:
Covenants of the Guarantor. (a) The Guarantor, for so long as any Trust Securities or Company Securities remain outstanding, shall not issue any preferred or preference shares ranking senior in liquidation to its obligations under the Guarantees or the Contingent Guarantee or give any guarantee in respect of any preferred securities or preferred or preference shares issued by any of its subsidiaries if such guarantee would rank senior to the Guarantees or the Contingent Guarantee, unless the Guarantees and the Contingent Guarantee are amended to give the Holders and the holders of the Company Securities such rights and entitlements as are contained in or attached to such other guarantee so that the Guarantees and the Contingent Guarantee rank pari passu with such guarantee and pari passu on liquidation with any declared dividend or declared liquidation payments of such preferred or preference shares.
(i) The Guarantor shall pay all amounts required to be paid pursuant to the Guarantees and the Contingent Guarantee in respect of any Dividends on the Trust Preferred Securities and, where the Company Securities consist of Class B Preferred Securities, any Dividends on such Class B Preferred Securities payable in respect of the most recent Dividend Period prior to any dividend or other payment (except dividends in the form of the Ordinary Shares) upon the Ordinary Shares (whether issued directly or by a subsidiary of the Guarantor and entitled to the benefits of a guarantee ranking junior to the Guarantees and the Contingent Guarantee).
(ii) If the Guarantor has entered into a Trust Contingent Guarantee, the Guarantor has agreed to pay to the Trust, as and when due and to the extent set forth in the Contingent Guarantee, the Contingent Guarantee Payments (as defined in Section 2.01 of the Contingent Guarantee). The Contingent Guarantee may not be enforced by anyone other than the Guarantee Independent Administrator, appointed pursuant to and under the circumstances set forth in Section 8.05(l). The Guarantee Independent Administrator may not enforce the Contingent Guarantee unless a claim has been made by the Guarantee Trustee or a Holder of Trust Securities under the Trust Guarantee and any such claim remains unpaid for 180 days or more. The Guarantee Independent Administrator shall enforce the claim of the Trust under the Contingent Guarantee without prejudice to the claims of the Guarantee Trustee or the Holders of Trust Securities under the Trust Guarantee. Upon receipt by the Trust ...
