Common use of Survival of TARP Covenants Clause in Contracts

Survival of TARP Covenants. (a) The obligation of the Loan Parties to comply with the TARP Covenants shall survive during the Relevant Period or, in the case of Section 5.27, during the Vitality Commitment Period, notwithstanding the repayment in full of all the Loans and the other Obligations. (b) Each Loan Party acknowledges that survival of the TARP Covenants was a material inducement to the Treasury entering into this Agreement and providing the Loans, and each Loan Party further acknowledges that it will not contest that the Treasury does not have an adequate remedy at law for a breach of the TARP Covenants and that the Treasury cannot be made whole by the payment of monetary damages. The Treasury is entitled to seek specific performance of the TARP Covenants and the appointment of a court-ordered monitor acceptable to the Treasury (and at the sole expense of the Borrower) to ensure compliance with the TARP Covenants. In addition, each Loan Party agrees that it (i) shall not oppose any motion for preliminary or permanent injunctive relief or any other similar form of expedited relief in an action by the Treasury to enforce the TARP Covenants on the ground that the Treasury has not sustained irreparable harm or on any other basis (other than a defense on the merits), and (ii) waives all defenses and counterclaims that may at any time be available to or be asserted by such Loan Party against the Treasury with respect to the enforceability of the TARP Covenants and/or the remedy of specific performance of the TARP Covenants. Each Loan Party submits to the jurisdiction of the United States District Court for the District of Columbia for purposes of enforcement of the TARP Covenants, and any appellate court therefrom, and consents that any such action or proceeding to enforce the TARP Covenants may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same.

Survival of TARP Covenants. (a) The obligation of the Loan Parties to comply with the TARP Covenants shall survive during the Relevant Period or, in the case of Section 5.275.17, shall survive during the Vitality Commitment Period, notwithstanding the repayment in full of all the Loans Loans, the Additional Note and the Zero Coupon Note and the other ObligationsObligations and the termination of the Commitment. (b) Each Loan Party acknowledges that survival of the TARP Covenants was a material inducement to the Treasury Lender entering into this Agreement and providing the Loans, and each Loan Party further acknowledges that it will not contest that the Treasury Lender does not have an adequate remedy at law for a breach of the TARP Covenants and that the Treasury Lender cannot be made whole by the payment of monetary damages. The Treasury Lender is entitled to seek specific performance of the TARP Covenants and the appointment of a court-ordered monitor acceptable to the Treasury Lender (and at the sole expense of the Borrower) to ensure compliance with the TARP Covenants. In addition, each Loan Party agrees that it (i) shall not oppose any motion for preliminary or permanent injunctive relief or any other similar form of expedited relief in an action by the Treasury Lender to enforce the TARP Covenants on the ground that the Treasury Lender has not sustained irreparable harm or on any other basis (other than a defense on the merits), and (ii) waives all defenses and counterclaims that which may at any time be available to or be asserted by such Loan Party against the Treasury Lender with respect to the enforceability of the TARP Covenants and/or the remedy of specific performance of the TARP Covenants. Each Loan Party submits to the jurisdiction of the United States District Court for the District of Columbia for purposes of enforcement of the TARP Covenants, and any appellate court therefrom, and consents that any such action or proceeding to enforce the TARP Covenants may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same.