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Lender Covenants Sample Clauses

Lender CovenantsEach Lender agrees for the benefit of Borrower as follows:
Lender CovenantsThe Company has not and will not: (a) engage in any business or activity other than the ownership, operation and maintenance of the Properties, and activities incidental thereto; (b) acquire or own any assets other than (i) the Properties, and (ii) such incidental personal property as may be necessary for the operation of the Properties; (c) merge into or consolidate with any Person, or dissolve, terminate, liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure; (d) fail to observe all organizational formalities, or fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the applicable legal requirements of the jurisdiction of its organization or formation, or amend, modify, terminate or fail to comply with the provisions of its organizational documents; (e) own any subsidiary, or make any investment in, any Person; (f) commingle its assets with the assets of any other Person; (g) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than (i) the Loans, (ii) trade and operational indebtedness incurred in the ordinary course of business with trade creditors, provided such indebtedness is (A) unsecured, (B) not evidenced by a note, (C) on commercially reasonable terms and conditions, and (D) due not more than sixty (60) days past the date incurred, and/or (iii) financing leases and purchase money indebtedness incurred in the ordinary course of business relating to personal property on commercially reasonable terms and conditions; provided however, the aggregate amount of the indebtedness described in (ii) and (iii) shall not exceed at any time three percent (3%) of the outstanding principal amount of the Notse; (h) fail to maintain its records, books of account, bank accounts, financial statements, accounting records and other entity documents separate and apart from those of any other Person; (i) enter into any contract or agreement with any general partner, member, shareholder, principal or affiliate, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm's-length basis with unaffiliated third parties; (j) maintain its assets in such a manner that it will be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person; (k) assume or guaranty the...
Lender CovenantsIn respect of each Aircraft to which it is a Lender and the transactions contemplated hereby with respect thereto, each Lender agrees for the benefit of Borrower as follows:
Lender Covenants. Tenant acknowledges that the Premises secure Landlord’s obligations under the Loan Documents. Accordingly: A Tenant covenants and agrees that so long as any bonds or loans remain outstanding, Tenant shall maintain a charter school facility providing educational services to students within the territorial limits required, if any, pursuant to Tenant’s charter. B Tenant covenants and agrees to take all reasonable actions to maintain its charter with a sponsoring entity and to take or cause to be taken any and all actions required to renew or extend the term of its charter with a sponsoring entity. As soon as practicable, Tenant shall provide Landlord with a copy of any notice received with regards to any sponsoring entity’s intent to renew or extend the term of any such charter or any notice of any issues which if not corrected or resolved could lead to termination or nonrenewal of any such charter. If such charter is terminated or not renewed, Tenant shall use commercially reasonable efforts, and shall cooperate with Landlord, to assign this Lease to an entity that maintains a charter with a sponsoring entity. In addition, Tenant shall maintain accreditation status under the Charter Schools Act of 1992, as amended (constituting Part 26.8 of Division 4 of Title 2 of the California Education Code) and related administrative rules and shall satisfy the student performance accountability standards stated in its application for its charter. C The Tenant will permit the Landlord to discuss the affairs, finances and accounts of the Tenant or any information the Landlord may reasonably request with appropriate officers of the Tenant, and will grant the Landlord access to the facilities, books and records related to the Improvements or the Tenant on any business day upon reasonable prior notice. D Tenant covenants and agrees that no Transfer of all or any part of the Premises will be valid or considered to have been approved unless and until the Lender currently holding a Security Interest in the Premises shall have consented in writing to the Transfer.
Lender Covenants. (a) Each Increase Lender party to this Increase Agreement, to the extent not already a party to the Credit Agreement as a Lender thereunder (each such Increase Lender, a “New Lender”), (i) confirms that it has full power and authority, and has taken all action necessary, to execute and deliver this Increase Agreement, to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) confirms that it meets all the requirements to be an assignee under Section 11.06(b)(iii), (v) and (vi) of the Credit Agreement, (iii) from and after the Increase Effective Date, confirms it shall be bound by the provisions of the Credit Agreement as a Revolving Lender thereunder and, to the extent of its Revolving Commitments, shall have the obligations of a Lender thereunder, (iv) confirms that it is sophisticated with respect to decisions to enter into transactions such as those contemplated by this Increase Agreement and either it, or the Person exercising discretion in making its decision to become an Increase Lender, is experienced in transactions of such type, (v) confirms that it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Sections 6.12(b) and (c) of the Credit Agreement, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Increase Agreement, (vi) confirms that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Increase Agreement, (vii) in the case of each New Lender that is a Foreign Lender, confirms that it has delivered the forms and/or US Tax Compliance Certificate referred to in Section 3.01(f)(ii)(B) of the Credit Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding taxes with respect to all payments to be made to it by the Borrower under the Credit Agreement and the other Loan Documents and (viii) agrees that (A) it will, independently and without reliance upon the Administrative Agent, or any other Lender, 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 act...
Lender Covenants. (i) On or before March 31, 2008 (the “Initial Draw Date”), Lender shall have a minimum of $6,000,000 of the Credit available in cash for Advance(s) to Borrower. (ii) If, by March 5, 2008, Lender is unable to establish for Borrower a line of credit for $6,000,000 with a bank or other financial institution reasonably acceptable to Borrower on commercially reasonable terms that are acceptable to Borrower in its reasonable discretion, and which shall be personally guaranteed by Lender, Lender agrees to use its best efforts to grant to Borrower a security interest in Lender’s personal assets in order to secure Lender’s obligations to make Advances, pursuant to this Agreement.
Lender Covenants. Lender hereby agrees to advance the Loan Amount in the two installments specified as the Advance Dates stipulated above. Failure of the Lender to make either advance shall constitute a default of this Loan Agreement and shall be considered a “Cross Default” as specifically defined in the License Agreement between the parties.
Lender Covenants. Subject to compliance with the other provisions contained herein, the Lenders agree (1) prior to the three (3) year anniversary of the date of issuance of the Notes, to use commercially reasonable efforts (which may include, without limitation, disposing of shares of Common Stock over a period prior to such date, and maintaining reduced share ownership levels thereafter), to enable the Borrower to issue on any Share Payment Closing Date a number of shares sufficient to satisfy the next quarterly interest payment due hereunder without causing the Lenders to violate the provisions of Section 2.11(j) below, and (2) from and after the three (3) year anniversary of the date of issuance of the Notes, to use commercially reasonable efforts (which may include, without limitation, disposing of shares of Common Stock over a period prior to such date, and maintaining reduced share ownership levels thereafter), to enable the Borrower to issue on any Share Payment Closing Date an amount of shares equal to [**] without causing the Lenders to violate the provisions of Section 2.11(j) below.
Lender CovenantsEach Lender represents and warrants to the Borrower, the Letter of Credit Issuers and the Agent that it is either (x) a United States person (as defined in Section 7701(a)(30) of the Code); (y) entitled to the benefits of an income tax treaty with the United States that provides for an exemption from United States withholding tax on interest and other payments which may be made by the Borrower to such Lender pursuant to the terms of this Agreement or any other Loan Document; or (z) engaged in trade or business within the United States. Each Lender that is organized under the laws of any jurisdiction other than the United States or any State thereof (including the District of Columbia) agrees to furnish to the Agent, the Letter of Credit Issuers and the Borrower, prior to the date of the first interest payment hereunder, two copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 (wherein such Lender claims entitlement to complete exemption from U.S. federal withholding tax on all payments hereunder) and to provide to the Agent, the Letter of Credit Issuers and the Borrower a new Form 4224 or Form 1001 upon the obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations and amendments duly executed and completed by such Lender, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemptions.
Lender CovenantsNotwithstanding anything to the contrary in this Agreement, the Lender shall not enter into, and shall require that any transferees or licensees of any interest in the Collateral shall not enter into, any agreement or arrangement with W.