Common use of Approved Funds Clause in Contracts

Approved Funds. In furtherance and not in limitation of any right or remedy of the Agent, the Issuing Banks, the Swing Line Lender or the Banks, the Borrower agrees that upon the occurrence of an Event of Default: (1) without any notice to the Borrower or other act by the Agent, the Issuing Banks, the Swing Line Lender or the Banks, the Borrower shall immediately (and shall continue during the continuance of such Event of Default) withdraw from the Approved Funds the maximum amount of cash, cash equivalents and other distributions which may be withdrawn in accordance with the terms of such Approved Fund (which in the case of the Xxxxxxx Asset Fund shall be governed by that certain Limited Partnership Agreement dated July 1, 1998 by and among Private Advisors, LLC as general partner and the Borrower as limited partner, as amended by amendments dated December 1, 1998 and Second Amendment to Limited Partnership Agreement dated February 23, 2000 and that certain Third Amendment to Limited Partnership Agreement dated October 25, 2000) which funds shall be held as collateral pursuant to arrangements satisfactory to the Agent and shall be in an amount no less than $15,000,000; and (2) grant to the Agent for the benefit of the Secured Parties a first priority lien on and security interest upon all of the Borrower’s right, title and interest in and to the Approved Funds including, without limitation, any and all rights of the Borrower as a limited partner in the Xxxxxxx Asset Fund together with any and all payments, distributions and other amounts payable to the Borrower. In connection with such liens, the Borrower shall immediately execute security agreements, financing statements and such other agreements, documents and certificates as the Agent shall reasonably request.

Approved Funds. In furtherance and not No Loan Party nor any Subsidiary of a Loan Party shall permit an Approved Fund to: (i) create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by such Approved Fund; (ii) make Investments except: (A) in limitation of any right or remedy the case of the AgentXxxxxxx Asset Fund, the Issuing Banks, the Swing Line Lender or the Banks, the Borrower agrees that upon the occurrence of an Event of Default: (1) without any notice to the Borrower or other act by the Agent, the Issuing Banks, the Swing Line Lender or the Banks, the Borrower shall immediately (and shall continue during the continuance of such Event of Default) withdraw from the Approved Funds the maximum amount of cash, cash equivalents and other distributions which may be withdrawn in accordance with the terms Xxxxxxx Asset Fund Investment Policy, and (B) in the case of such Approved Fund Funds other than the Xxxxxxx Asset Fund, in the ordinary course of business and consistently with practices existing on August 28, 2004; (which iii) make loans or advances to any Person except in the case of the Xxxxxxx Asset Fund shall be governed by that certain Limited Partnership Agreement dated July 1, 1998 by and among Private Advisors, LLC as general partner and the Borrower as limited partner, as amended by amendments dated December 1, 1998 and Second Amendment to Limited Partnership Agreement dated February 23, 2000 and that certain Third Amendment to Limited Partnership Agreement dated October 25, 2000) which funds shall be held as collateral pursuant to arrangements satisfactory to the Agent and shall be in an amount no less than $15,000,000; and (2) grant to the Agent for the benefit of the Secured Parties a first priority lien on and security interest upon all of the Borrower’s right, title and interest in and to the Approved Funds including, without limitation, any and all rights of the Borrower as a limited partner set forth in the Xxxxxxx Asset Fund together Investment Policy; (iv) consolidate or merge with or into, or except as permitted under Section 5.33(ii) sell, lease or otherwise transfer any of its assets; (v) make or declare any dividend or distribution except: (A) in the case of the Xxxxxxx Asset Fund, to the Borrower in accordance with the Xxxxxxx Asset Fund Investment Policy, and (B) in the case of Approved Funds other than the Xxxxxxx Asset Fund, in the ordinary course of business and consistently with practices existing on August 28, 2004; (vi) directly or indirectly, issue, assume, create, incur or suffer to exist any Debt or the equivalent (including obligations under Capital Leases); or (vii) in the case of the Xxxxxxx Asset Fund after the Closing Date, amend or modify the limited partnership agreement pursuant to which the Xxxxxxx Asset Fund is formed. The Borrower shall not make any withdrawal from an Approved Fund unless after giving effect to such withdrawal the Borrower shall be able to fully perform its obligations under Section 6.04. In furtherance and not in limitation of the foregoing in connection with any and all payments, distributions and other amounts payable to the Borrower. In connection with such lienswithdrawal, the Borrower shall immediately execute security agreementsobtain the acknowledgment and agreement of: (A) in the case of the Xxxxxxx Asset Fund, financing statements the general partner under the Xxxxxxx Asset Fund that such withdrawal shall not limit the Borrower’s right to withdraw funds in the future from the Xxxxxxx Asset Fund, and (B) in the case of Approved Funds other than the Xxxxxxx Asset Fund, by the manager of such other agreements, documents and certificates as Approved Fund that such withdrawal shall not limit the Agent shall reasonably requestBorrower’s right to withdraw funds in the future from such Approved Fund.

Approved Funds. In furtherance and not No Loan Party nor any Subsidiary of a Loan Party shall permit an Approved Fund to: (i) create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by such Approved Fund; (ii) make Investments except: (A) in limitation of any right or remedy the case of the AgentXxxxxxx Asset Fund, the Issuing Banks, the Swing Line Lender or the Banks, the Borrower agrees that upon the occurrence of an Event of Default: (1) without any notice to the Borrower or other act by the Agent, the Issuing Banks, the Swing Line Lender or the Banks, the Borrower shall immediately (and shall continue during the continuance of such Event of Default) withdraw from the Approved Funds the maximum amount of cash, cash equivalents and other distributions which may be withdrawn in accordance with the terms Xxxxxxx Asset Fund Investment Policy, and (B) in the case of such Approved Fund Funds other than the Xxxxxxx Asset Fund, in the ordinary course of business and consistently with practices existing on August 25, 2007; (which iii) make loans or advances to any Person except in the case of the Xxxxxxx Asset Fund shall be governed by that certain Limited Partnership Agreement dated July 1, 1998 by and among Private Advisors, LLC as general partner and the Borrower as limited partner, as amended by amendments dated December 1, 1998 and Second Amendment to Limited Partnership Agreement dated February 23, 2000 and that certain Third Amendment to Limited Partnership Agreement dated October 25, 2000) which funds shall be held as collateral pursuant to arrangements satisfactory to the Agent and shall be in an amount no less than $15,000,000; and (2) grant to the Agent for the benefit of the Secured Parties a first priority lien on and security interest upon all of the Borrower’s right, title and interest in and to the Approved Funds including, without limitation, any and all rights of the Borrower as a limited partner set forth in the Xxxxxxx Asset Fund together Investment Policy; (iv) consolidate or merge with or into, or except as permitted under Section 5.33(ii) sell, lease or otherwise transfer any of its assets; (v) make or declare any dividend or distribution except: (A) in the case of the Xxxxxxx Asset Fund, to the Borrower in accordance with the Xxxxxxx Asset Fund Investment Policy, and (B) in the case of Approved Funds other than the Xxxxxxx Asset Fund, in the ordinary course of business and consistently with practices existing on August 25, 2007; (vi) directly or indirectly, issue, assume, create, incur or suffer to exist any Debt or the equivalent (including obligations under Capital Leases); or (vii) in the case of the Xxxxxxx Asset Fund after the Closing Date, amend or modify the limited partnership agreement pursuant to which the Xxxxxxx Asset Fund is formed. The Borrower shall not make any withdrawal from an Approved Fund unless after giving effect to such withdrawal the Borrower shall be able to fully perform its obligations under Section 6.04. In furtherance and not in limitation of the foregoing in connection with any and all payments, distributions and other amounts payable to the Borrower. In connection with such lienswithdrawal, the Borrower shall immediately execute security agreementsobtain the acknowledgment and agreement of: (A) in the case of the Xxxxxxx Asset Fund, financing statements the general partner under the Xxxxxxx Asset Fund that such withdrawal shall not limit the Borrower’s right to withdraw funds in the future from the Xxxxxxx Asset Fund, and (B) in the case of Approved Funds other than the Xxxxxxx Asset Fund, by the manager of such other agreements, documents and certificates as Approved Fund that such withdrawal shall not limit the Agent shall reasonably requestBorrower’s right to withdraw funds in the future from such Approved Fund.