Holding Co hereby employs the Executive, and the Executive hereby accepts employment, as the President and Chief Executive Officer under the terms and conditions set forth herein. During the Term (as defined herein), the Executive agrees to serve, without additional compensation, in one or more executive positions and/or as a member of the board of directors of Holding Co. or any affiliate of Holding Co.
Holding Co hereby represents and warrants to the other Members, as of the date hereof, that the following representations and warranties are true and correct:
Holding Co. Holding Co. is, and will remain, a holding company (i) whose sole business will be the holding of the Capital Stock of Borrower and (ii) which does not have (a) any Indebtedness except the HoldCo Notes Obligations or the Obligations or (b) assets other than the Capital Stock of Borrower.
Holding Co pledges all stock in Leading Borrower to the Lender pursuant to a pledge agreement in form and substance acceptable to the Lender, simultaneous with the closing of the Holding Co. Restructure; (iv) Holding Co. guarantees all Obligations pursuant to a guaranty to be in form and substance acceptable to Lender, simultaneous with the closing of the Holding Co. Restructure; and (v) Leading Borrower will be the surviving Person.; or
Holding Co assumes all the obligations of a "Corporate Credit Party" and a "Credit Party" under the Agreement and agrees that it is a "Corporate Credit Party" and a "Credit Party" and bound as a "Corporate Credit Party" and a "Credit Party" under the terms of the Agreement as if it had been an original signatory thereto. In furtherance of the foregoing, Holding Co. hereby assigns, pledges and grants to Lender a security interest in all of its right, title and interest in and to Holding Co.'s Collateral (as defined in the Agreement) to secure the Obligations (as defined in the Agreement) under the terms of the Agreement;
Holding Co and its Subsidiaries' failure to maintain a Fixed Charge Coverage Ratio of at least 1.5 to 1.0 as of September 30, 2001 and at all prior times;
Holding Co and its Subsidiaries' failure to maintain Net Worth of at least $27,000,000 as of the end of the Fiscal Year ending September 30, 2001.his waiver shall be effective only for the specific Events of Default enumerated in the preceding sentence and only for the specific dates or periods stated therein. Nothing contained herein shall constitute a waiver of any other Event of Default heretofore or hereafter existing under the Loan Agreement or compliance by Holding Co. and its Subsidiaries with Section 4.2 of the Loan Agreement after September 30, 2001. Very truly yours, GENERAL ELECTRIC CAPITAL CORPORATION By: _____________________________________ Xxxxxxx Xxxxxxxx Duly Authorized Signatory
Holding Co shall deliver to Alterra a UCC-3 financing statement releasing its security interest in Alterra's Member Interests in the Companies; and
Holding Co and Borrower have requested Agent and the Lenders to amend the Financing Agreement to (i) permit the issuance of the HoldCo Notes and the security therefor granted to the HoldCo Notes Collateral Agent and (ii) permit certain dividends from Borrower to Holding Co. in connection with Holding Co.’s obligations under the HoldCo Notes.
Holding Co a Maryland non-stock corporation By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: President TENANT: CHP DUNKIRK MOB OWNER, LLC, a Delaware limited liability company By: X. X. Xxxx Name: Xxxx X. Xxxx Title: Vice President EXHIBIT A Land [Intentionally Omitted] EXHIBIT 5.2 Prohibitions and Limitations on Use [Intentionally Omitted] EXHIBIT 5.4 Restricted Zip Codes [Intentionally Omitted] EXHIBIT 7.3(i) Proposed Tenant Form [Intentionally Omitted] EXHIBIT 10.1 Insurance Requirements
