COVENANTS; ACKNOWLEDGMENTS Clause Samples

COVENANTS; ACKNOWLEDGMENTS. (a) The Borrowers and the other Loan Parties shall use their best efforts to document, obtain all required consents and approvals, and consummate on or before the Outer Forbearance Date, the Merger on terms and conditions acceptable to Lender in its sole discretion. Without limiting the foregoing, the Borrowers and the other Loan Parties shall comply with the following covenants in connection with their pursuit of the Merger: (i) On or before November 22, 2004, Travis shall have filed a Preliminary Proxy ▇▇▇▇▇ment (as defined in the Merger Agreement) with the SEC and at all times shall diligently seek SEC clearance of same and promptly prepare any amendments to the Preliminary Proxy Statement or the Schedule 13E-3 required in response to any comments of the SEC. (ii) Travis shall use its best efforts at all times to obtain SEC clearance of the Preliminary Proxy Statement and the Schedule 13E-3, and to make any amendments or modifications thereto in order to obtain such clearance, and Travis shall obtain SEC clearance of the Prel▇▇▇▇▇▇y Proxy Statement and the Schedule 13E-3, in each case as the same may be amended, no later than January 2, 2005. (iii) On or before the fifth Business Day after obtaining SEC clearance, Travis shall have mailed the Proxy Statement (as ▇▇fined in the Merger Agreement) to its shareholders (iv) Travis shall have convened the Shareholders' Meeting (as defined in the Merger Agreement) on or before January 12, 2005, and shall have obtained at or before such meeting all shareholder approvals necessary to consummate the Merger. In addition, the Borrowers and the other Loan Parties (i) shall comply with the provisions of the Merger Agreement and each of the other agreements, instruments and documents entered into in connection therewith, (ii) shall cause each condition precedent set forth therein to be satisfied on or before the applicable deadline set forth therein, and (iii) shall cause the Merger Agreement and all such other agreements, instruments and documents to remain in full force and effect at all times. (b) The Loan Parties shall comply with the following financial covenants: (i) The Loan Parties shall maintain a ratio of (x) Debt minus Subordinated Debt to (y) Tangible Net Worth plus Subordinated Debt (as each of the foregoing terms are defined in the GE Loan Agreement) of not more than (A) 7.00 to 1 as of October 31, 2004, (B) 8.60 to 1 as of November 30, 2004, and (C) 11.25 to 1 as of December 31, 2004; provided, however,...