Bank Covenants Sample Clauses

Bank Covenants. It is recognized that CONTRACTOR must comply with the financial covenants established by its banks and lending institutions. It is further recognized such compliance is effected by CONTRACTOR’s level of borrowing which fluctuates from time to time. Consequently, CONTRACTOR may include as a Major Recoverable Expense the amount needed to provide the additional necessary revenue to meet all of its bank covenants. New Programs/Modifications: includes expenses for new programs and modifications to existing programs as approved by the AGENCY. Non-Recoverable Expenses: all expenses which are neither Allowable Expenses nor Recoverable Expenses, including, but not limited to, intercompany leases for personal property, intercompany loans and advances less than 90 days, officers salaries and benefits in excess of levels set for 2003 and adjusted annually using the Adjusted CPI Index., dues and subscriptions, fines and penalties, donations, non-MEMBER services and MEMBER non-uniform special services. Expenses associated with MEMBER services described in Section 2.2(a) of Exhibit A of the Franchise Agreement are Non-Recoverable expenses. For purposes of Section 2.2(a) expenses are defined as the direct cost of providing each member event or service as determined by a separate accounting. Expenses and revenues associated with services provided for non-MEMBER Customers or non-uniform MEMBER services and for special services provided for MEMBERS Agency(ies) must be accounted for separately. If similar resources (i.e. personnel, vehicles, etc.) are used for MEMBER uniform services and MEMBER special services or non-MEMBER services, accurate estimates of the percentage use of all of those resources must be developed by CONTRACTOR and approved by the AGENCY. Interest expense from credit cards, Federal or State income taxes, contributions, entertainment and promotional expenses are explicitly excluded. Operating Period: the period of time from July 1st through June 30th, defined as one (1) year.

Bank Covenants. During the Operation Period, unless Retailers otherwise consent in writing: (a) Bank will provide appropriate levels of staffing and will provide appropriate training to its employees to permit Bank to fully perform its obligations hereunder. Without limiting the foregoing: (i) Bank will provide [***] account managers for the Credit Card Programs covering the following [***], with competencies and required skills to be mutually agreed upon by Bank and Retailers; (ii) Bank will provide no less than [***] personnel dedicated to the Credit Card Programs, [***]; provided, that Retailers shall have the right to propose to Bank (x) certain efficiency changes in the use and number of such personnel, and (y) such additional staffing as needed to appropriately support the Program, which proposals Bank shall consider in good faith; provided, that if Bank chooses not to implement Retailers’ proposed changes, Bank will provide Retailers with a detailed explanation of Bank’s reasons therefor; (iii) Bank will provide customer service through [***] customer service representatives; (iv) Bank will provide a [***] line to a supervisor at Bank’s customer service center for use by Retailers’ customer service center; (v) Collections will be conducted either by a group of Bank employees servicing specialty retailer accounts or by third parties engaged by Bank; (vi) Bank will provide MIS support and support for all other technical aspects of the Program through a single individual designated by Bank whose identity may change from time to time; (vii) To address a specific Cardholder inquiry, on an exception basis only, managers or other senior customer service personnel will be available on a timely basis to review, at Retailers’ request, credit and other customer service decisions made by Bank’s customer service representatives to ensure that such decisions comply with all applicable governmental credit regulations and Bank policy; and (viii) Bank will provide Retailers with opportunities to interview candidates for key program positions to be filled after the Effective Date (including the positions set forth on Schedule 3.09(b)) prior to Bank’s assigning such individuals to perform Bank’s obligations under this Agreement and will participate in a semi-annual forum to review staffing provided by Bank and will present the results of each forum to the Program Management Committee. If Retailers express concerns over the performance of an individual in a key program position, Bank ...

Bank Covenants. Notwithstanding any other provisions of this Guaranty by accepting this Guaranty Agent and each Bank warrants, covenants and agrees as follows: (a) no Bank may enforce any rights under this Guaranty directly, but all rights hereunder shall be enforced solely by and through the Agent; (b) such Bank will not authorize or direct Agent, on its behalf, to institute an action against the Guarantor or exercise any of such Bank's remedies under this Guaranty unless and until an Event of Default (as defined in the Loan Agreement) has occurred and is continuing; (c) the Loan may be prepaid in full without penalty (other than any payments due as a result of prepaying a LIBOR Rate Loan (as defined in the Loan Agreement) prior to the termination of the then applicable Interest Period (as defined in the Loan Agreement)) at any time during which an Event of Default has occurred and is continuing; and (d) such Bank will not authorize or direct Agent, on its behalf, to enforce its rights against the Guarantor, unless in the same proceeding, the Agent shall also seek recovery (unless Agent is prohibited, temporarily or permanently, by bankruptcy, dissolutions, injunction inability to achieve service of process or other similar legal

Bank Covenants. Bank’s sole responsibilities shall be to (i) create the electronic ACH and/or payment card transaction information file and submit the file to the Customer-designated ACH and/or payment card operator and (ii) receive remitter information from the online ▇▇▇▇ payment network operator, format the information into the file format specified by Customer and make such information available to Customer.

Bank Covenants. Each of the Bank and the Seller agree to make such amendments to this Deed as are necessary in order to ensure that the provisions set out in Clauses 14.1(A), 14.4(F) to 14.4(W) (inclusive), 14.5, 14.6, 14.7 and Clauses 19.1(E) to 19.1(G) (inclusive) are on substantially the same terms as the corresponding provisions set out in the Conditions of the Bonds as at the Issue Date (including any changes to defined terms for the purposes of those clauses) provided that all costs and expenses relating to any such amendments (including any costs and expenses of the Bank in relation thereto) shall be for the account of the Seller. The Bank covenants that if the Seller enters into the Decommissioning Default Payment Debenture in substantially the form of the draft document made available to the Bank before the date of this Deed (or in such other form where the amendments made are not materially prejudicial to the Bank) and the Bank has prior to such entry been provided with documents mutatis mutandis the same as those referred to in Clause 4.2(R), but with the NLF and, where appropriate, the Secretary of State, amended as may be necessary to reflect any change in law after this Deed, then the Bank will agree that references in this Deed and the Deed of Charge to the DTI Security and the DTI shall include references to the Decommissioning Default Payment Debenture and the NLF.

Bank Covenants. Each Bank represents and warrants to the Borrowers, the Letter of Credit Banks 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 Borrowers to such Bank pursuant to the terms of this Agreement or any other Loan Document; or (z) engaged in trade or business within the United States. Each Bank 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 Banks and the Borrowers, 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, or appropriate successor forms (wherein such Bank 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 Banks and the Borrower a new Form 4224 or Form 1001 (or appropriate successor forms, which may include Forms W8-BEN or W8-ECI) 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 Bank, and to comply from time to time with all applicable U.S. laws and regulations with regard to such withholding tax exemptions.

Bank Covenants. The Bank hereby covenants and agrees with Funding as follows: (a) Receivables Not To Be Evidenced by Promissory Notes. The Bank will take no action to cause any Receivable to be evidenced by any instrument (as defined in the UCC) except in connection with the enforcement or collection undertaken with regard to the related Account in which event such Receivable shall be an Ineligible Receivable in accordance with Section 6.1(a) and shall be reassigned to the Bank in accordance with Section 6.1(b).

Bank Covenants. The Bank agrees with the Purchaser that: (a) The Bank will pay all reasonable costs and expenses incurred in connection with this Agreement, the Note and the transactions contemplated herein, including all reasonable fees and expenses of its and Purchaser’s legal counsel. (b) The Bank will not, and will not permit any of its Affiliates or any person acting on its behalf to, directly or indirectly, make offers or sales of any security, or solicit offers to buy any security, under circumstances that would require the registration of the Note under the Securities Act or the appointment and qualification of any trustee or the filing of any indenture under the Trust Indenture Act of 1939, as amended. Without limiting the generality of the immediately preceding sentence, the Bank will not and will cause its Affiliates not to make any offer or sale of securities of the Bank of any class if, as a result of the doctrine of “integration” under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the offer or sale of the Note to the Purchasers, (ii) the resale of the Note by the Purchaser or (iii) the resale of the Note to others by such subsequent purchasers from the Purchaser), the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof, by Rule 144A, Rule 144, “Rule 4(1½),” Regulation S or other exemptions thereunder. WPB 990283.2 00025922.00018 (c) The Bank will not, nor will the Bank permit any of its Affiliates or any person acting on its or their behalf to, engage in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Note. (d) The Bank will not, nor will the Bank permit any of its Affiliates or any person acting on its or their behalf to, engage in any directed selling efforts within the meaning of Regulation S with respect to the Note. (e) None of the Bank, the Corporation nor any Bank Subsidiary will take, directly or indirectly, any action designed to, or that might reasonably be expected to, cause or result in stabilization or manipulation of the price of any security of the Bank or the Corporation to facilitate the sale or resale of the Note. (f) The Bank will perform timely all its covenants and obligations contained in the Note. (g) The Bank will use all commercially reasonable efforts to do and perform all things required to be done and performed by it under this Agreement prior to and after th...