Key Agreements. Agent shall have received copies of the Key Agreements, in Proper Form, and, where applicable, shall have received evidence satisfactory to Agent that the transactions contemplated therein have been consummated, subject only to the requested funding of Loans. Upon request of Agent or the Majority Lenders, the copies of any designated Key Agreements shall be certified as true, correct and complete by Borrower.
Key Agreements. The Borrower shall:
(a) duly and punctually perform and comply with its obligations under the Key Agreements, other than any such failure to perform or comply which does not have or could not reasonably be expected to have, a Material Adverse Effect; and
(b) take all commercially reasonable steps necessary or desirable to protect, maintain, exercise and enforce all its rights with respect to any Key Agreement and use all its commercially reasonable efforts to procure the due performance by each other party to such Key Agreements of such party’s respective material obligations under each such Key Agreement.
Key Agreements. Amend, modify or grant a waiver of any provision of any of the Key Agreements if such amendment, modification or waiver could have a Material Adverse Effect.
Key Agreements. Terminate or agree to the termination of any Key Agreement or amend, modify or obtain or grant a waiver of any provision of any of the Key Agreements if such action could reasonably be expected to have a Material Adverse Effect (provided that no consent of any Agent or any Bank shall be required with respect to an amendment of the EXIM Facility which has the sole effect of increasing the EXIM Facility to an amount not greater than $20,000,000).
(i) Section 8.13 of the Loan Agreement is hereby amended to read in its entirety as follows:
Key Agreements. Terminate or agree to the termination of any Key Agreement or amend, modify or obtain or grant a waiver of any provision of any of the Key Agreements if such action would reasonably be expected to have a material adverse effect on the Properties, liabilities, condition (financial or otherwise), business or operations of any Obligor. Borrower will not accept or permit any assignment to any Obligor of the leasehold interest under any of the Underlying Lease Agreements without the express prior written consent of Agent.
Key Agreements. Terminate or agree to the termination of any Key Agreement or amend, modify or obtain or grant a waiver of any provision of any of the Key Agreements if such action would reasonably be expected to have a Material Adverse Effect.
Key Agreements. Each of the Key Employee Agreements and Key Stakeholder Agreements entered into prior to or concurrently with the execution of this Agreement shall be in full force and effect, no Key Employee or Key Stakeholder shall have terminated, rescinded or repudiated any such Key Employee Agreement or Key Stakeholder Agreement, as applicable, and no Key Employee shall have notified Parent (in writing) of such Key Employee’s intention of leaving the employ of Parent or the Surviving Corporation following the Closing.
Key Agreements. Promptly upon entering into any Key Agreement, provide true, correct and complete copies thereof to the Bank.
Key Agreements. Terminate or agree to the termination of any Key Agreement or amend, modify or obtain or grant a waiver of any provision of any of the Key Agreements if such action would reasonably be expected to have a material adverse effect on the Properties, liabilities, condition (financial or otherwise), business or operations of any Obligor. Borrower will not accept or permit any assignment to any Obligor of the leasehold interest under any of the Underlying Lease Agreements without the express prior written consent of Agent. Any refinancing of the Senior Notes shall require the prior written consent of Agent and the Majority Lenders, which consent will not be withheld so long as (i) the refinancing shall be upon terms no less favorable to the Obligors and to the Lenders than those set forth in the existing terms of the Senior Notes Documentation (without amendment except as agreed to in writing by Agent), (ii) no Default or Event of Default shall have occurred and be continuing (or would result from such refinancing) and (iii) such refinancing shall permit all of the Obligations to be secured by all of the real Property and material personal Property owned by each Obligor (other than Carrols Holdings), other than the Excluded Assets and by all of the issued and outstanding equity interests in and to Borrower and shall permit Carrols Holdings and each Subsidiary of Borrower to execute and deliver to Agent a guaranty, in Proper Form, whereby payment of all of the Obligations is guaranteed.
Key Agreements. Water Purchase Agreement
