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Lender Agreements Sample Clauses

Lender Agreements. The Lender represents and warrants to, and covenants and agrees with Issuer, that: (a) The Lender agrees and acknowledges that, prior to the occurrence and continuance of a Coverage Event or an event of default or another event under the Margin Loan Agreement that results in any Exercise of Remedies, the Lender shall not have the right to rehypothecate, use, borrow, lend, pledge or sell the Pledged Convertible Notes or Pledged Common Stock; provided that, subject to clause (e) below in the case of an assignment, the Lender may pledge or assign its rights under the Margin Loan Agreement. (b) The Lender hereby irrevocably acknowledges and agrees with the Issuer that the Pledged Convertible Notes or Pledged Common Stock (including, for the avoidance of doubt, any share or note that, immediately prior to any direct or indirect transfer thereof out of a 4 Subject to Issuer review of facts at the time. Collateral Account, constitutes a Pledged Convertible Note or Pledged Common Stock) (x) have not been registered under the Securities Act or any applicable state securities laws, and are therefore “restricted securities” within the meaning of Rule 144, (y) have a holding period that, in the hands of the Lender, commenced on the Holding Period Start Date and will be in certificated format or book-entry format registered on the books and records of the Trustee or Transfer Agent, as applicable, subject to the transfer restrictions contemplated herein and in the Indenture and (z) may not be sold, pledged, hypothecated or otherwise made subject to a security interest or otherwise transferred (it being understood that a release of the Pledged Convertible Notes or Pledged Common Stock from the lien granted under the Margin Loan Agreement in accordance with the requirements set forth in this Issuer Agreement, shall not constitute a “transfer” for purposes of this clause (z)) except pursuant to a foreclosure in connection with an Exercise of Remedies: (i) to the Issuer or any subsidiary thereof; (ii) pursuant to a privately negotiated transaction exempt from the registration requirement under the Securities Act; provided that, in the case of a transfer pursuant to this clause (ii), (I) such notes and/or shares are directly registered on the books and records of [ ], as transfer agent (the “Transfer Agent”), or are in certificated form, and such notes and/or shares are legended with a transfer restriction legend in the form of the relevant Form of Private Placement Legend (...
Lender Agreements. Each Refinancing Lender and Extending Revolving Lender: (a) confirms that a copy of the Credit Agreement and the other applicable Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and make a Refinancing Loan, if applicable, have been made available to such Refinancing Lender or Extending Revolving Lender; (b) agrees that it will, independently and without reliance upon (i) the Administrative Agent, (ii) any of Credit Suisse Loan Funding LLC, Xxxxxxx Xxxxx Lending Partners LLC, Xxxxxx Xxxxxxx Senior Funding, Inc., Jefferies Finance LLC or SG Americas Securities, LLC (in each case, together with their respective affiliates that they act through as they deem appropriate) in their capacities as joint lead arrangers and/or joint bookrunners with respect to this Amendment (collectively, the “Refinancing Arrangers”), or (iii) any other Lender or agent, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Amended Credit Agreement or the other applicable Loan Documents, including this Amendment; (c) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Amended Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (d) solely with respect to each such Refinancing Lender, acknowledges and agrees that upon the Amendment Effective Date such Refinancing Lender shall be a “Lender” and an “Additional Term Lender” under, and for all purposes of, the Amended Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender and an Additional Term Lender thereunder.
Lender AgreementsEach Lender hereby acknowledges that the Collateral Units will be “restricted securities” within the meaning of Rule 144, and agrees that the Collateral Units may not be sold, except:
Lender Agreements. The Lender agrees as follows: 6.1 Except upon the occurrence of an Event of Default (as defined in the Loan Agreement), the Lender shall not sell, exchange or otherwise dispose of any of the Collateral without the prior consent of the Borrower, which consent shall not be withheld unreasonably. 6.2 Within ten (10) days after each annual payment of principal under the Loan, the Lender shall release a number of the Shares held hereunder as provided in this Section 6.2. The number of Shares to be released shall be calculated by multiplying the number of Shares held by the Lender immediately before the release by a fraction the numerator of which is the amount of the principal and interest payment paid for the year and the denominator of which is the sum of the numerator and the principal and interest to be paid for all future years of the Loan, using for this purpose the rate of interest in effect for the Loan as of the end of the most recent plan year of the ESOP.
Lender AgreementsIn connection with any assignment of this Agreement by Subscriber Organization to its lenders, as soon as reasonably practicable after reasonable request from Subscriber Organization or any lender, Company will cooperate reasonably with Subscriber Organization and lender to agree upon and enter into a written consent, in form and substance acceptable to Company, to any of Subscriber Organization’s lenders reasonably requesting such consent; provided, that Company shall have no obligation to modify any terms of this Agreement, provide any consent that would have a material adverse effect on Company’s rights or obligations under this Agreement, release or waive any rights or remedies under this Agreement or agree to any lien on any property of Company. Subscriber Organization shall reimburse, or shall cause the lender to reimburse, Company for the direct expenses (including the reasonable fees and expenses of counsel) incurred by Company in the preparation, negotiation, execution and/or delivery of the lender consent and any documents requested by Subscriber Organization or the lender, and provided by Company, pursuant to this Article 15.
Lender AgreementsThe Company shall have obtained the Bank Approval, or the Company shall have consummated the refinancing of the Credit Agreement (the "REFINANCING"), in each case on terms reasonably satisfactory to the Questor Investors.
Lender AgreementsIn connection with the representations and agreements of the Corporation and the Subsidiaries set forth herein, the Lender hereby agrees that: (a) the Lender will apply the funds paid to the Lender from the Interest Escrow in accordance with the Collateral Sharing Agreement; (b) the Lender will, subject to satisfaction that its collateral position is unimpaired, approve the spin off of the Deep Rights to separate Subsidiaries other than the Operating Subsidiaries; and (c) subject to the Lender's obligations under the Collateral Sharing Agreement and the other Related Agreements, the Lender will cooperate with the Corporation in the establishment and compliance with the Corporation's obligations as outlined in the Operating Budget.
Lender AgreementsThis Agreement, the Notes, the Swing Line Note, the Subsidiary Guaranty, the Fee Letter, the Letters of Credit (and related documentation and agreements, including any letter of credit application), the Security Documents, and any other present or future agreement from time to time entered into between the Parent or any of its Subsidiaries and the Agent, the Arranger or the Lenders, each as from time to time amended or supplemented, and all statements, reports and certificates delivered by the Parent or any of its Subsidiaries to the Agent, the Arranger or the Lenders in connection therewith. (a) Initially, the banks described on Schedule 1.1 hereto and ------------ (b) any other Person who becomes a Successor Lender hereunder in accordance with the terms of Section 9.2(a) hereof.
Lender AgreementsThis Agreement, the Notes, the Swing Line Note, the Subsidiary Guaranty, the Stores Subordination Agreement, the -xxxxx - GE Subordination Agreement, -he GE - Company Subordination Agreement, the GE Inventory Security Agreement and any other present or future agreement from time to time entered into between the Parent or any of its Subsidiaries and the Agent or the Lenders, each as from time to time amended or supplemented, and all statements, reports and certificates delivered by the Parent or any of its Subsidiaries to the Agent or the Lenders in connection therewith.