Future Covenants Clause Samples

Future Covenants. (a) For the purpose of satisfying the reporting obligation under the Exchange Act with respect to any class of asset-backed securities, the Company shall (i) promptly provide the Depositor and the Securities Administrator written notice substantially in the form of Exhibit II (A) any material litigation or governmental proceedings pending against the Company, (B) any affiliations or relationships that develop following the closing date of a Securitization Transaction between the Company, with respect to such Securitization Transaction, (C) any Event of Default under the terms of this Agreement or any Reconstitution Agreement, (D) any merger, consolidation or sale of substantially all of the assets of the Company and (E) the Company's entry into an agreement with a Subcontractor to perform or assist the Company with the performance of any of the Company's obligations under this Agreement or any Reconstitution Agreement and (ii) provide to the Depositor and the Securities Administrator a description of such proceedings, affiliations or relationships.

Future Covenants. (a) For the purpose of satisfying the Depositor’s reporting obligations under the Exchange Act with respect to any class of asset-backed securities, the Depositor hereby requests and the Seller hereby agrees to promptly provide the Depositor and the Securities Administrator with written notice and descriptions of all matters set forth in Section 33.03(d) of the Agreement substantially in the form of Exhibit II attached hereto.

Future Covenants. (a) For the purpose of satisfying the reporting obligation under the Exchange Act with respect to any class of asset-backed securities, the Company shall (i) promptly provide the Depositor and the Securities Administrator written notice substantially in the form of Exhibit II (A) any litigation or governmental proceedings pending against the Company that would be material to holders of securities in a Securitization Transaction, (B) any Event of Default under the terms of this Agreement or any Purchase Agreement and (C) any merger, consolidation or sale of substantially all of the assets of the Company and (ii) provide to the Depositor and the Securities Administrator a description of such proceedings, affiliations or relationships.

Future Covenants. (a) For the purpose of facilitating the Purchaser's or any Depositor's reporting obligations under the Exchange Act with respect to any class of asset-backed securities collateralized by any of the Mortgage Loans, the Seller agrees to provide, within 5 days of the Seller's receipt from Purchaser of (i) a statement from Purchaser to the effect that the then-current pool composition percentage relating to the Mortgage Loans of Sovereign or one or more of Sovereign's Third-Party Originators [DELETE THIRD-PARTY ORIGINATOR CONCEPT FOR UBS] (which, in each case shall be identified by name by Purchaser in such statement), for such pool is in excess of twenty percent (20%) of such pool (or such other percentage as shall be required in any amendment to Regulation AB (or as a result of any rules or regulations promulgated by the Commission or interpretive guidance provided by the Commission or its staff) which would necessitate the disclosures set forth in subclause (ii) of this paragraph 4(a)), and (ii) Purchaser's written request to the Seller for (A) a written description of (x) any litigation or governmental proceedings pending against the Seller or such identified Sovereign Third-Party Originator that is material to investors in the related asset-backed securities (within the meaning of Item 1117 of Regulation AB), (B) any Event of Default known to the Seller under the terms of this Assignment or the Purchase Agreement and (C) a description of whether, and if so, how, the Seller or any such Sovereign Third-Party Originator is an affiliate (as such term is defined in Section 1119 of Regulation AB) of [, or whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm's length transaction with an unrelated third party with,][DELETE FOR UBS] such entities as shall be identified in Purchaser's written request, which identification must include, at a minimum, entity legal name, address of principal place of business, and such entity's role in the related securities transaction [, which role shall, in each case, be of a nature that disclosure of such information is required by Item 1119 of Regulation AB][TERWIN ONLY] (such written notice and request described in this paragraph 1(a), the "Disclosure Request").

Future Covenants. Upon the occurrence of the Project Financing Facility Closing Date, the Company and the Purchasers shall negotiate in good faith the implementation of additional covenants and modification or deletion of existing covenants for the benefit of the holders, consistent with, and in any event no more restrictive than, those contained in the Project Financing Facility in respect of matters as to the development and operation of the ▇▇▇▇▇▇▇▇ Project, including budgets and development plans with respect thereto, which are not fully known as of the date of the Original Agreement.

Future Covenants. 9.1. Each of the Shareholders shall use its reasonable efforts to cause the Company to, and to cause PCBV to, cause the Material Polish Cable Companies to: (i) Unless it is not, under the exercise of prudent business judgment, in the best interest of a particular Material Polish Cable Company to do so, to obtain all licenses, permits, certificates and renewals thereof which are necessary to conduct the business of the Material Polish Cable Companies in accordance with all applicable laws, including but not limited to any such licenses, permits and certificates and renewals thereof that have lapsed, expired or been refused for issuance and any such licenses, permits and certificates granted by PAR. In addition, unless it is not, under the exercise of prudent business judgment, in the best interest of a particular Material Polish Cable Company to do so, the Company shall cause the Material Polish Cable Companies to file all applications for such licenses, permits and certificates and renewals thereof reasonably in advance of the date on which such applications are required by law to be filed. 9.2. The Company shall furnish each of the following documents: 22 24 (i) Within 60 days after the end of each of the first three fiscal quarters in each fiscal year, (i) the Company's unaudited consolidated financial statements, with consolidating schedules, for such fiscal quarter, certified by its principal financial officer, prepared in accordance with U.S. GAAP (except as otherwise noted in the accompanying footnotes) and (ii) a report listing the number of cable television subscribers and subscribers to its digital satellite direct-to-home ("DTH") service of all Subsidiaries engaged in the business of providing DTH services and of the Material Polish Cable Companies as of the end of such fiscal quarter, shall be furnished to all Shareholders;

Future Covenants. (a) Upon the Collateral Release/Covenant Revision Trigger Date: (1) each of the following covenants herein (the “Replaced Covenants”) will be amended and restated in its entirety to become the corresponding revised covenant included in Exhibit E (the “Revised Covenants”) and, thereupon, the Company and the Restricted Subsidiaries will be subject to the Revised Covenants included in Exhibit E (and shall not be required to comply with the Replaced Covenants): (i) Section 4.02 “Limitation on Indebtedness”; (ii) Section 4.03 “Limitation on Asset Sales”; (iii) Section 4.04 “Repurchase Upon Release Trigger Event”; (iv) Section 4.05 “Limitation on Affiliate Transactions”; (v) Section 4.06 “Liens and Negative Pledge”; (vi) Section 4.07 “Future Guarantors”; and (vii) Section 4.14 “After Acquired Property”; (2) each of the definitions herein related to the Replaced Covenants that is identified as a “Replaced Definition” on Exhibit E will be amended and restated in its entirety to become the corresponding revised definition included in Exhibit E (“Revised Definition”); and each of the definitions herein that is identified as a “Deleted Definition” on Exhibit E will be deleted; (3) the following covenants (the “Terminated Covenants”) will be terminated and, thereupon, the Company and the Restricted Subsidiaries will no longer be subject to (and shall not be required to comply with) the Terminated Covenants: (i) Section 4.15 “No Restrictive Agreements”; (4) each of the Subsidiary Guarantors (other than any Category 1 Subsidiary) shall be released from its Note Guarantee pursuant to Section 10.05(5); and (5) the Collateral (other than any Category 1 Collateral) shall be released from the Collateral Agent’s Lien securing the Secured Obligations pursuant to Section 11.05(9). (b) The Company shall deliver an Officer’s Certificate to the Trustee indicating the occurrence of any Collateral Release/Covenant Revision Trigger Date. The Trustee shall have no duty to (i) monitor the Collateral Release/Covenant Revision Trigger Date, (ii) determine whether a Collateral Release/Covenant Revision Trigger Date has occurred, or (iii) notify Holders of any of the foregoing. The Trustee may provide a copy of the Officer’s Certificate to any Holder upon request. (c) For purposes of this Section 4.17, Section 10.05 and Section 11.05, the following terms shall have the meanings specified below.

Future Covenants. Borrower agrees that in the event of any extension of the Termination Date or the Maximum Revolving Loan Amount, Borrower shall agree to amend this Section 6 to incorporate such additional financial covenants as the Agent and Borrower deem reasonable in light of Borrower’s financial status and projections.

Future Covenants. Upon Lender's receipt of projections for fiscal year ending June 30, 2008 and each fiscal year thereafter, satisfactory to Lender in its commercially reasonable discretion, Holdings will be required to generate a minimum of 90% of its projected Net Income Before Tax and Research and Development Expenses and Net Cash Flow using the formulas above. Notwithstanding the foregoing, if Holdings fails to provide such projections satisfactory to Lender and showing reasonable improvement in financial performance, Holdings shall be required to maintain, among other covenants, a Leverage Ratio of no greater than 3.25x at the end of each fiscal quarter, commencing with September 2007 and each fiscal quarter thereafter.