General Covenants of the Borrower. Until the Loan is paid in full, the Borrower covenants with DEQ that:
(1) The Borrower shall use the Loan funds only for payment or reimbursement of the Costs of the Project in accordance with this Loan Agreement. The Borrower acknowledges and agrees that the Costs of the Project do NOT include any Lobbying costs or expenses incurred by Borrower or any person on behalf of Borrower and that Borrower will not request payment or reimbursement for Lobbying costs and expenses.
(2) If the Loan proceeds are insufficient to pay for the Costs of the Project in full, the Borrower shall pay from its own funds and without any right of reimbursement from DEQ all such Costs of the Project in excess of the Loan proceeds.
(3) The Borrower is and will be the owner of the Facility and the Project and shall defend them against the claims and demands of all other persons at any time claiming the same or any interest therein.
(4) The Borrower shall not sell, lease, transfer, or encumber or enter into any management agreement or special use agreement with respect to the Facility or any financial or fixed asset of the utility system that produces the Net Revenues without DEQ’s prior written approval, which approval may be withheld for any reason. Upon sale, transfer or encumbrance of the Facility or the Project, in whole or in part, to a private person or entity, this Loan shall be immediately due and payable in full.
(5) Concurrent with the execution and delivery of this Loan Agreement, or as soon thereafter as practicable, the Borrower shall take all steps necessary to cause the Project to be completed in a timely manner in accordance with all applicable DEQ requirements. Project construction must begin within five (5) years of the environmental determination required by OAR 340-054-0022(5)(c). Borrower shall take reasonable steps to begin using the Loan proceeds within two (2) years after execution of this Agreement, and if Borrower fails to do so, DEQ may terminate this Agreement.
(6) The Borrower shall take no action that would adversely affect the eligibility of the Project as a CWSRF project or cause a violation of any Loan covenant in this Agreement.
(7) The Borrower shall undertake the Project, request disbursements under this Loan Agreement, and use the Loan proceeds in full compliance with all applicable laws and regulations of the State of Oregon, including but not limited to ORS Chapter 468 and Oregon Administrative Rules Sections 340-054-0005 to 340-054-0065, as th...
General Covenants of the Borrower. Section 5.01.
General Covenants of the Borrower. Section 5.1 Covenants of the Borrower.
Section 5.2 Hedging Agreement.
General Covenants of the Borrower. From the Closing Date until payment in full of the Credit Obligations, the Borrower covenants and agrees that:
General Covenants of the Borrower. (i) The Borrower will observe all entity procedures required by its Operating Documents, its Organizational Documents and the laws of its jurisdiction of formation. The Borrower will maintain its existence in good standing under the laws of its jurisdiction of organization and will promptly obtain and thereafter maintain qualifications to do business as a foreign limited liability company in any other state in which it does business and in which it is required to so qualify.
(ii) Except as contemplated by the Transaction Documents, the Borrower shall not enter into any transactions with its shareholders, directors, officers, employees, and relatives thereof or subsidiaries or Affiliates, without the prior written consent of the Administrator and Lender;
(iii) Except as contemplated by the Transaction Documents, the Borrower shall not sell all (or substantially all) of its assets without the prior written consent of the Administrator and Lender;
(iv) The Borrower shall not, in any capacity, initiate a voluntary bankruptcy filing;
(v) The Borrower shall not use criteria for identifying Receivables to fund on any Borrowing Date that are adverse to the Lender’s interests and thereby result in the selection of Receivables that are, in any material respect, less desirable or of lower market value than comparable automobile receivables owned by Freedom Financial or pledged to any other secured lender of Freedom Financial;
(vi) Except as otherwise provided herein or in any other Transaction Document, the Borrower shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim upon or with respect to, any Pledged Receivable, any Collections related thereto or any other Pledged Assets related thereto, or upon or with respect to any account to which any Collections of any Receivable are sent, or assign any right to receive income in respect thereof, (ii) create or suffer to exist any Adverse Claim upon or with respect to any of the Borrower’s assets or (iii) authorize the filing of, or otherwise suffer to exist, any financing statements against the Borrower that include a description of any portion of the Pledged Assets.
(vii) The Borrower will not merge or consolidate with, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions), all or substantially all of its assets (whether now owned or hereafter acquired), or acquire all or substantially a...
General Covenants of the Borrower. 11 5.1 Affirmative Covenants of the Borrower.................... 11 5.2 Reporting Requirements of the Borrower................... 12 5.3 Negative Covenants of the Borrower....................... 13
General Covenants of the Borrower. 19 Section 5.01. Affirmative Covenants of the Borrower 19 Section 5.02. Reporting Requirements of the Borrower 20 Section 5.03. Negative Covenants of the Borrower 21
General Covenants of the Borrower. 31 Section 5.01. Affirmative Covenants of the Borrower 31 Section 5.02. Reporting Requirements of the Borrower 33 Section 5.03. Negative Covenants of the Borrower 34 Section 5.04. Supplemental Disclosure 37 ARTICLE VI. ACCOUNTS 37 Section 6.01. Establishment of Accounts 37 ARTICLE VII. GRANT OF SECURITY INTERESTS 41 Section 7.01. Borrower’s Grant of Security Interest 41 Section 7.02. Borrower’s Agreements 43 Section 7.03. Delivery of Collateral 43 Section 7.04. Borrower Remains Liable 43
General Covenants of the Borrower. 49 Section 5.1 Covenants of the Borrower...................................................................49 Section 5.2 Release of Lien on Supplemental Interests...................................................54 Section 5.3 Hedging Agreement...........................................................................54 Section 5.4
General Covenants of the Borrower. From the date on which this Agreement is delivered until payment in full of the Credit Obligations and the termination in writing of the Lenders' obligation to extend credit under this Agreement, the Borrower and each Participating Subsidiary and Participating Partnership, jointly and severally, covenant and agree that:
