Subject to Section 1. 1.1, the Borrower shall give the applicable LC Issuer notice prior to 11:00 A.M., New York City time, at least 10 Business Days (or such lesser time as the applicable LC Issuer may agree) prior to the proposed Date of Issuance or Modification of each Xxxx XX, specifying the name of the Trustee as beneficiary, the series of Bonds to be supported by such Xxxx XX, the proposed date of issuance (or Modification) and the expiry date of such Xxxx XX and describing the proposed terms of such Xxxx XX. Such notice shall also be accompanied by drafts of the proposed Official Statement and the other Operative Documents relating to the series of Bonds to be supported by such Xxxx XX.
Subject to Section 1. 9.1 and any provisions to the contrary which may be required by the lender of the First Mortgage Loan, as defined in the Venture Agreement (as hereafter defined), the Partnership shall pay the Development Fee to Manager as and when earned. The parties acknowledge that the Development Fee shall be paid from funds available to the Partnership including capital contributions to the Partnership and proceeds of loans received by the Partnership from lenders for the Project and that notwithstanding any provision in this Section 1.9 to the contrary, payment of the Development Fee to the Manager as provided herein shall be made only to the extent and in the manner permitted by such lenders; provided, however, that the Partnership shall make every effort to include the Development Fee within such loans and to permit payment of the Development Fee as provided herein under the terms of such loans. The Partnership shall promptly advise Manager of any limitation or objection by its lenders with respect thereto.
Subject to Section 1. 1.4 hereof, at the Closing, Seller shall execute and deliver to Buyer (i) a Bill of Sale, Xxxignment and Assumption Agreement, in the form attached hereto as Exhibit "A" (the "Bill of Sale, Assignment anx Xssumption Agreement"), under the terms of which Seller shall sell, grant, convey, assign, transfer and deliver the Assets to Buyer, and (ii) such other bills of sale, deeds, instruments of assignment and other appropriate documents as may be reasonably requested by Buyer in order to carry out the intentions and purposes hereof.
Subject to Section 1. 1.4 hereof, at the Closing, Seller shall execute and deliver to Buyer (i) a Bxxx of Sale, Assignment and Assumption Agreement, in the form attached hereto as Exhibit "A" (the "Bxxx of Sale, Assignment and Assumption Agreement"), under the terms of which Seller shall sell, grant, convey, assign, transfer and deliver the Purchased Assets to Buyer, (ii) a special warranty deed in form and content reasonably satisfactory to Buyer relating to each of the tracts of Owned Real Property, and (iii) such other bills of sale, deeds, instruments of assignment and other appropriate documents as may be reasonably requested by Buyer in order to carry out the intentions and purposes hereof.
Subject to Section 1. 1.1.(c) hereof, enter into any contract or agreement with respect to the Station or the Station Assets except in the ordinary course of business or as provided in this Agreement;
Subject to Section 1. 3: Each transferee of any Shares (other than as a result of a transfer in accordance with Section 2.01(b)(ii) or (iii) of the Amended and Restated Stockholders’ Agreement) subject to this Agreement shall continue to be subject to the terms hereof, and, as a condition precedent to the Company’s recognizing such transfer, each such transferee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Adoption Agreement substantially in the form attached hereto as Exhibit A. Upon the execution and delivery of an Adoption Agreement by any transferee, such transferee shall be deemed to be a party hereto as if such transferee were the transferor and such transferee’s signature appeared on the signature pages of this Agreement and shall be deemed to be a Shareholder or Investor, as applicable. The Company shall not permit the transfer of the Shares subject to this Agreement on its books or issue a new certificate representing any such Shares unless and until such transferee shall have complied with the terms of this Subsection 4.1. Each certificate instrument, or book entry representing the Shares subject to this Agreement if issued on or after the date of this Agreement shall be notated by the Company with the legend set forth in Subsection 4.11.
Subject to Section 1. 6., neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Company and the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date, the date for the payment of any interest on any Loan or the date for the payment of any fee payable hereunder, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on any Loan (other than as a result of a waiver of default interest imposed pursuant to SECTION 2.12. (e)), or amend or modify SECTION 8.16., without the prior written consent of each Lender directly adversely affected thereby, (ii) increase the Commitment, or decrease the commitment fees of any Lender without the prior written consent of such Lender, (iii) amend or modify the provisions of SECTION 8.4. (h) or this Section or the definition of the “Required Lenders”, without the prior written consent of each Lender, (iv) change SECTION 2.17. (a), SECTION 2.17. (b) or SECTION 2.17. (c) in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly or adversely affected thereby or (v) to the extent any Guaranty is then in effect, release any material Guarantor (except as such release is otherwise provided for in this Agreement or in the other Loan Documents) without the written consent of each Lender; provided further, however, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section and any consent by any Lender pursuant to this Section shall bind any assignee of its rights and interests hereunder. Further, notwithstanding anything to the contrary contained herein, if the Administrative Agent and the Company shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any provision of the Loan Documents, then the Administrative Agent and the Company shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.
Subject to Section 1. 3, the Borrower may make Investments from and counted against any Available Retained ECF if and so long as (i) no Default has occurred and is continuing or would result therefrom, (ii) both on a historical and on a pro forma basis (giving effect to such payment and all related transactions, including the Incurrence and use of proceeds of all Indebtedness Incurred in connection therewith) the Consolidated Leverage Ratio on the most recent Test Date did not exceed 5.00 to 1.00 and (iii) Available Retained ECF would be a positive number if Available Retained ECF is reduced by the amount of such Investments;
Subject to Section 1. 3, (i) the Borrower may make Investments in an aggregate amount not to exceed (x) the Fixed Restricted Payment Basket Amount in any fiscal year, less (y) any Investments made pursuant to this Section 8.7(z), any Restricted Payments made pursuant to Section 8.6(e), and any repayments, repurchases, redemptions, defeasances or other acquisitions, retirements or discharges of Junior Debt pursuant to Section 8.8, in each case made in reliance on the Fixed Restricted Payment Basket Amount during such fiscal year, plus (z) Available Retained ECF, in each case, if and so long as no Default has occurred and is continuing or would result therefrom, both on a historical and on a pro forma basis (giving effect to such payment and all related transactions, including the Incurrence and use of proceeds of all Indebtedness Incurred in connection therewith) the Consolidated Leverage Ratio on the most recent Test Date did not exceed 4.50 to 1.00 and (ii) the Borrower shall be permitted to make unlimited Investments so long as (x) the Consolidated Senior Secured Leverage Ratio is less than 3.25 to 1.00 after giving pro forma effect to such Investment and (y) the Consolidated Leverage Ratio is less than 4.50 to 1.00 after giving pro forma effect to such Investment; and
Subject to Section 1. 3 (b), the creation of a security interest hereunder in any lease, license, contract, property rights or agreement to which the Collateral Provider is a party or any of the Collateral Provider’s rights thereunder (i) does not and will not constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of the Collateral Provider therein or in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement or (ii) does not and will not violate any law.
