Restrictions Affecting Borrower Sample Clauses

Restrictions Affecting Borrower. Borrower covenants and agrees that, without the prior written consent of Lender, there shall not occur any amendment or modification of the Articles of Organization establishing Borrower. At all times prior to the repayment of the Loan, (A) Borrower, without Lender’s prior written consent, shall not enter into any contract or agreement for the provision of services or otherwise with respect to the Project with any member or manager or affiliate of Borrower, unless such contract or agreement is an arms-length, market rate agreement and is cancelable upon thirty days written notice from any owner of the Project; and (B) Borrower shall not be dissolved or its existence terminated.
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Restrictions Affecting Borrower. Borrower covenants and agrees that, without the prior written consent of Lender, there shall not occur: (i) any amendment or modification of the Borrower's operating agreement or the certificate of formation of Borrower, and (ii) the admission of any new members to Borrower. At all times prior to the repayment of the Loan, (A) the Sole Member shall be the sole member of Borrower; (B) Borrower shall not make or permit any distributions of cash flow or cash proceeds to Sole Member or any partner, subpartner, member, shareholder, officer, director or affiliate of Borrower or Sole Member and all positive cash flow from the Project shall be paid to Lender and applied to the repayment of the Principal Balance; (C) Borrower shall not enter into any contract or agreement for the provision of services or otherwise with respect to the Project with any partner, subpartner, member, shareholder, officer, director or affiliate of any partner of Borrower or Sole Member unless such contract or agreement is an arms-length, market rate agreement and is cancelable upon thirty days written notice from any owner of the Project; (D) neither Borrower nor Sole Member shall be dissolved or its existence terminated; and (E) Borrower shall not own any other real property other than the Project.
Sample 1
Restrictions Affecting Borrower. Borrower covenants and agrees that, without the prior written consent of Agent, there shall not occur: (i) any amendment or modification of the Certificate of Limited Partnership or Partnership Agreement establishing or governing Borrower, (ii) the release or discharge of any partner of Borrower, (iii) the admission of any new partner, or (iv) any change in the beneficial ownership of Borrower which reduces the interest held by the Trust to less than Fifty-One Percent (51%). Provided, however, that borrower shall be entitled to offer up to thirty percent (30%) of the ownership interest in Borrower to tenants in the Project upon such terms reasonably acceptable to Agent, which acceptance shall not be unreasonably withheld, delayed or conditioned.
Sample 1
Restrictions Affecting Borrower. Except as otherwise permitted pursuant to Section 12.7 below, Borrower covenants and agrees that, without the prior written consent of Lender, there shall not occur: (i) any amendment or modification of the Partnership Agreement, (ii) the release or discharge of the General Partner as Borrower's general partner, or (iii) the admission of any new partners to Borrower. Except as otherwise permitted pursuant to Section 12.7 below, at all times prior to the repayment of the Loan, (A) General Partner shall be a general partner of Borrower and General Partner shall not sell, assign, transfer, pledge, encumber or dispose of all or any of its partnership interests in Borrower; (B) except for the initial distribution to Limited Partner stated in Recital 1.1, Borrower shall not make or permit any distributions of cash flow or cash proceeds to any partner of Borrower or any partner, subpartner, member, shareholder, officer, director or affiliate of any partner of Borrower and all excess cash flow from the Property shall be paid to Lender and applied to the repayment of the Principal Balance; (C) Borrower shall not enter into any contract or agreement for the provision of services or otherwise with respect to the Property with any partner of Borrower or any partner, subpartner, member, shareholder, officer, director or affiliate of any partner of Borrower unless such contract or agreement is an arms-length, market rate agreement and is
Sample 1
Restrictions Affecting Borrower. Borrower covenants and agrees --------------------------------- that, without the prior written consent of Lender, there shall not occur: (i) any amendment or modification of the bylaws or articles of incorporation of Borrower, or (ii) the sale or transfer of any shares of Borrower except as set forth in Schedule 7.12. At all times prior to the repayment of the Loan, (A) Borrower shall not make or permit any distributions of cash flow or cash proceeds to any partner, subpartner, member, shareholder, officer, director or affiliate in excess of net income of the Borrower; (B) Borrower shall not enter into any contract or agreement for the provision of services or otherwise with any affiliate of Borrower or any partner, subpartner, member, shareholder, officer, director or affiliate of any shareholder of Borrower unless in the ordinary course of business and unless such contract or agreement is an arms-length, market rate agreement and is cancelable upon thirty days written notice from any owner of the Collateral; and (C) Borrower shall be dissolved or its existence terminated.
Sample 1
Restrictions Affecting Borrower. Borrower covenants and agrees that, without the prior written consent of Lender, which consent will not be unreasonably withheld, there shall not occur: (i) any amendment or modification of the Certificate Limited Partnership or Limited Partnership Agreement establishing or governing Borrower in any material respect that would be reasonably expected to have a Material Adverse Effect; or (ii) the admission of any new general partner of Borrower. At all times prior to the repayment of the Loan, (A) Guarantor shall be the sole general partner of Borrower and shall own not less than 51% of the total partnership interests in Borrower, and (B) Borrower shall not make or permit any distributions of cash flow or cash proceeds to any partner of Borrower or any member, partner, subpartner, shareholder, officer, director or affiliate of any partner of Borrower following the occurrence of any Unmatured Default or Default.
Sample 1
Restrictions Affecting Borrower. Borrower covenants and agrees that, without the prior written consent of Lender, there shall not occur: (i) any amendment or modification of the Certificate of Formation or Operating Agreement establishing or governing Borrower; (ii) the release or discharge of Great Lakes LP as Borrower's sole manager; or (iii) the admission of any new manager of Borrower. At all times prior to the repayment of the Loan, (A) Great Lakes LP shall be the sole manager of Borrower and together with a future member to be owned by Tenants, shall be the sole members of Borrower, (B) neither Great Lakes LP nor any such future member shall sell, assign, transfer, pledge, encumber or dispose of all or any of its respective membership interests in Borrower, including the right to receive income or distributions from Borrower, (C) Great Lakes LP shall own not less than 55% of the membership interests in Borrower, free and clear of all liens, claims, encumbrances and rights of third parties, (D) Borrower shall not make or permit any distributions of cash flow or cash proceeds to any member of Borrower or any member, partner, subpartner, shareholder, officer, director or affiliate of any member of Borrower following the occurrence of any Unmatured Default or Default.
Sample 1
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Restrictions Affecting Borrower. Borrower covenants and agrees that, without the prior written consent of Administrative Agent, there shall not occur any amendment or modification of the articles of organization, certificate of limited partnership, or articles of incorporation, as applicable, establishing any Borrower, any Guarantor or any Signing Entity. At all times prior to the repayment of the Loans, (a) no Borrower shall enter into any contract or agreement for the provision of services or otherwise with respect to any Project with any member or manager or Affiliate of any Borrower unless such contract or agreement is an arms-length, market rate agreement and is cancelable upon sixty (60) days written notice from any owner of the applicable Project; and (b) no Borrower, Guarantor, or Signing Entity shall be dissolved or its existence terminated.
Sample 1
Restrictions Affecting Borrower. Borrower covenants and agrees that, without the prior written consent of Agent, there shall not occur: (i) any amendment or modification of the Certificate of Limited Partnership or Partnership Agreement establishing or governing Borrower, (ii) the release or discharge of any partner of Borrower, or (iii) the admission of any new partner.
Sample 1

Related to Restrictions Affecting Borrower

  • Payment Restrictions Affecting Subsidiaries Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions in respect of its equity interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or make investments in, the Borrower or any Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) as provided in this Agreement or in the DIP Term Loan Facility Documents, (ii) any agreement or instrument evidencing Debt existing on the Petition Date, (iii) any agreement in effect at the time a Person first became a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower; (iv) any agreement evidencing debt permitted by Section 5.02(a)(iii) that imposes restrictions on the property acquired; (v) by reason of customary provisions restricting assignments, licenses, subletting or other transfers contained in leases, licenses, joint venture agreements, purchase and sale or merger agreements and other similar agreements entered into in the ordinary course of business so long as such restrictions do not extend to assets other than those that are the subject of such lease, license or other agreement; (vi) in securitization transactions to the extent set forth in the documents evidencing such transactions so long as such restrictions do not extend to assets other than those that are the subject of such securitization transactions; or (vii) any agreement that amends, extends, refinances, renews or replaces any agreement described in the foregoing clauses; provided, however, that the terms and conditions of any such agreement are not materially less favorable to the Loan Parties or the Lenders with respect to such dividend and payment restrictions than those under or pursuant to the agreement amended, extended, refinanced, renewed or replaced.

  • Limitation of Restrictions Affecting Subsidiaries Each Borrower and Guarantor shall not, directly, or indirectly, create or otherwise cause or suffer to exist any encumbrance or restriction which prohibits or limits the ability of any Subsidiary of such Borrower or Guarantor to (a) pay dividends or make other distributions or pay any Indebtedness owed to such Borrower or Guarantor or any Subsidiary of such Borrower or Guarantor; (b) make loans or advances to such Borrower or Guarantor or any Subsidiary of such Borrower or Guarantor, (c) transfer any of its properties or assets to such Borrower or Guarantor or any Subsidiary of such Borrower or Guarantor; or (d) create, incur, assume or suffer to exist any lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than encumbrances and restrictions arising under (i) applicable law, (ii) this Agreement, (iii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of such Borrower or Guarantor or any Subsidiary of such Borrower or Guarantor, (iv) customary restrictions on dispositions of real property interests found in reciprocal easement agreements of such Borrower or Guarantor or any Subsidiary of such Borrower or Guarantor, (v) any agreement relating to permitted Indebtedness incurred by a Subsidiary of such Borrower or Guarantor prior to the date on which such Subsidiary was acquired by such Borrower or such Guarantor and outstanding on such acquisition date, and (vi) the extension or continuation of contractual obligations in existence on the date hereof; provided, that, any such encumbrances or restrictions contained in such extension or continuation are no less favorable to Agent and Lenders than those encumbrances and restrictions under or pursuant to the contractual obligations so extended or continued.

  • Transactions Affecting Collateral or Obligations Neither the Borrower nor any of its Subsidiaries shall enter into any transaction which would be reasonably expected to have a Material Adverse Effect.

  • Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

  • Reaffirmation of Credit Party Obligations Each Credit Party hereby ratifies the Credit Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement applicable to it and (b) that it is responsible for the observance and full performance of its respective Credit Party Obligations.

  • Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make any other distributions to the Company or any Restricted Subsidiary on or in respect of its Capital Stock, (b) pay any Indebtedness owed to the Company or any other Restricted Subsidiary, (c) make loans or advances to the Company or any other Restricted Subsidiary, or (d) transfer any of its properties or assets to the Company or any other Restricted Subsidiary, except in all such cases for such encumbrances or restrictions existing under or by reason of (i) any agreement or instrument in effect on the Issue Date and listed on Schedule D attached to this Indenture, (ii) applicable law or regulation (including corporate governance provisions required by applicable law and regulations of the National Bank of Poland), (iii) customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiary, (iv) any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, (v) any mortgage or other Lien on real property acquired or improved by the Company or any Restricted Subsidiary after the Issue Date that prohibits transfers of the type described in (d) above with respect to such real property, (vi) with respect to a Restricted Subsidiary, an agreement that has been entered into for the sale or disposition of all or substantially all of the Company's Capital Stock in, or substantially all the assets of, such Restricted Subsidiary, (vii) the refinancing of Indebtedness incurred under the agreements listed on Schedule B attached to this Indenture or described in clause (v) above, so long as such encumbrances or restrictions are no less favorable in any material respect to the Company or any Restricted Subsidiary than those contained in the respective agreement as in

  • Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to:

  • Designation of Lead Borrower as Borrowers’ Agent (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such Borrower’s agent to obtain Credit Extensions, the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement. As the disclosed principal for its agent, each Borrower shall be obligated to each Credit Party on account of Credit Extensions so made as if made directly by the applicable Credit Party to such Borrower, notwithstanding the manner by which such Credit Extensions are recorded on the books and records of the Lead Borrower and of any other Borrower. In addition, each Loan Party other than the Borrowers hereby irrevocably designates and appoints the Lead Borrower as such Loan Party’s agent to represent such Loan Party in all respects under this Agreement and the other Loan Documents.

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