Chase Agreement. Reference is made to the Merchant Portfolio Assignment and Assumption Agreement, dated as of March 24, 2005 (the “Chase Agreement”) The parties to this Amendment expressly understand and agree that the amount paid by Bank to JPMorgan Chase Bank pursuant to Section 9(a) of the Chase Agreement (and any amount as may be paid by Bank to JPMorgan Chase Bank pursuant to a comparable provision in any subsequent Merchant Portfolio Assignment and Assumption Agreement as may be entered into with JPMorgan Chase Bank) shall be deemed to constitute a funding pursuant to Section 5.1(c) of the Agreement and shall be repayable by Company and the Company Affiliates to Bank in accordance with the provisions of the Agreement applicable to such fundings.

Chase Agreement. Borrower has delivered to Bank a coxxxxxx xnd correct copy of the Chase Agreement and all related documents.

Chase Agreement. Amend, modify or restate the Xxxxx Xgreement, or any related agreement, as they exist on December 12, 1998.

Chase Agreement. The obligations contained in the Chase Agreement are hereby expressly acknowledged by the Developer and the Developer hereby covenants that upon the execution and delivery of the Land Disposition Agreement and execution and delivery of the Quit Claim Deed contemplated under Section 3.1 hereof, the Developer shall be solely responsible for compliance with those obligations under the Chase Agreement arising from and after the date that Developer takes title to the Property, both during and after construction of the Project, which compliance may require (to the extent possible) the renegotiation of portions of the Chase Agreement with the licensee thereunder. In particular (but without limitation) the Developer acknowledges that the Chase Agreement currently provides for temporary displacement of persons entitled to parking under the Chase Agreement at the time of the execution of this Agreement. As requested by the Developer, the City shall Work With the Developer to assist with the Developer’s negotiations with the licensee of the Chase Agreement and the Parking Authority under the Chase Agreement for the purpose of arranging a temporary relocation of these parkers during the construction period of the Project. The Developer hereby agrees to indemnify and hold harmless the City against and from any liability, costs or expenses of any nature whatsoever under the Chase Agreement, arising (whether directly or indirectly) out of the Developer’s ownership, use or occupation of the Property.

Chase Agreement. If the Company receives notice from the Chase Holders of a request for registration pursuant to Sections 5.1(a) or 5.3(a) of the Chase Agreement (a "Chase Registration Notice"), the Company shall promptly notify the Holders after receipt of the Chase Registration Notice, and the Holders may thereafter give notice, within 20 days after the date of the Chase Registration Notice, of a registration request pursuant to Sections 5.1(a) or 5.3(a), as the case may be, of this Agreement. If the Company receives notice from the Initiating Holders of a request for registration pursuant to Sections 5.1(a) or 5.3(a) of this Agreement (a "Holder Registration Notice"), the Company shall promptly notify the Chase Holders after receipt of the Holder Registration Notice, and the Chase Holders may thereafter give notice, within 20 days after receipt of the Holder Registration Notice, of a registration request pursuant to Sections 5.1(a) or 5.3(a), as the case may be, of the Chase Agreement. In either such event, the Registrable Securities of the Holders requesting registration and of the Chase Holders requesting registration (collectively, the "Combined Registrable Securities") (whether or not such Holders or Chase Holders, as the case may be, initiated such request) shall be included in such registration with priority over any securities of other securityholders who may be entitled to exercise piggyback registration rights. The registration shall be governed by the registration rights agreement to which the Person initiating the request for registration is a party (e.g., if the request for registration is initiated by the Chase Holders, the Chase Agreement shall govern and if the request for registration is initiated by the Holders, this Agreement shall govern) and for purposes of such registration, the term "Registrable Securities" as used in the Chase Agreement or this Agreement, as the case may be, shall mean the Combined Registrable Securities and the term "Holders" as used in the Chase Agreement or this Agreement, as the case may be, shall include the Holders as defined under the Chase Agreement and the Holders as defined under this Agreement.

Related to Chase Agreement

Note Purchase Agreement The conditions precedent to the obligations of the Applicable Pass Through Trustees and the other requirements relating to the Aircraft and the Equipment Notes set forth in the Note Purchase Agreement shall have been satisfied.
The Purchase Agreement This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.
Repurchase Agreement This Repurchase Agreement, duly executed by the parties thereto;
Purchase Agreement See the introductory paragraphs hereof.
Stock Purchase Agreement (a) Purchaser understands and agrees that the conversion of the Note into equity securities of the Company may require such Purchaser’s execution of certain agreements (in form reasonably agreeable to a majority in interest of the Purchasers) relating to the purchase and sale of such securities as well as registration, information and voting rights, if any, relating to such equity securities. (b) Purchaser agrees to be bound by the agreements described in Section 2(a).
Purchase Agreements On the date of this Agreement, the Company and the Sponsor have executed and delivered to the Underwriters a Private Placement Units Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Sponsor Purchase Agreement”), pursuant to which the Sponsor will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Private Placement Units to be sold to the Sponsor as described in Section 1.4.2, and as provided for in such Sponsor Purchase Agreement. The Company and the Representative shall have executed and delivered a Private Placement Units Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Representative Purchase Agreement” and together with the Sponsor Purchase Agreement, the “Purchase Agreements”), pursuant to which the Representative will, among other things, on the Closing Date and Option Closing Date, if any, consummate the purchase of and deliver the purchase price for the Private Placement Units to be sold to the Representative as described in Section 1.4.2 and as provided for in such Representative Purchase Agreement. Pursuant to the Purchase Agreements, (i) each of the Sponsor and the Representative have waived any and all rights and claims they may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Private Placement Units, and (ii) certain of the proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date and Option Closing Date (if any) as provided for in the Purchase Agreements.
of the Purchase Agreement Section 2.5 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:
Receivables Purchase Agreement The Receivables Purchase Agreement is supplemented by the addition of the following terms as Section 2.3(d):
Asset Purchase Agreement (a) Within fifteen (15) business days following PCC's receipt of the Put Notice or FBC's receipt of the Call Notice, as the case may be, FBC and PCC shall enter into the Asset Purchase Agreement in the form of Exhibit A hereto (the "Asset Purchase Agreement"), it being understood that the only change to such form shall be changes, if any, in the information contained in the Schedules thereto and the addition, if any, of Schedules thereto that are reasonably required to reflect events occurring after the date hereof; provided, however, that PCC shall not be required to accept any such change or addition that could reasonably be expected to cause a material adverse change in, or have a material adverse effect on, (i) the Assets to be conveyed to PCC pursuant to the Asset Purchase Agreement, (ii) the conduct of the business or operations of the Station or (iii) the ability of FBC to consummate the transactions contemplated by the Asset Purchase Agreement in accordance with its terms; provided further, however, that PCC shall be required to accept any change or addition of the type described in the preceding proviso if such change or addition results from any action taken (or, if required, not taken) by PCC under the Time Brokerage Agreement. Upon the execution and delivery of the Asset Purchase Agreement, FBC and PCC shall perform their respective obligations thereunder, including, without limitation, filing and prosecuting an appropriate application for FCC consent to the assignment of the FCC Licenses from FBC to PCC (the "FCC Consent"). Except as expressly set forth in the Time Brokerage Agreement or the Asset Purchase Agreement, PCC shall not assume any obligations or liabilities of FBC under any contract, agreement, license, permit or other instrument or arrangement. (b) Notwithstanding Section 3(a) of this Option Agreement, in the event that, at the time of the exercise of the Put Option or the Call Option, as the case may be, the only assets held by FBC are (i) the assets to be conveyed to PCC pursuant to the Asset Purchase Agreement and (ii) the certain similar assets to be sold to Buyer pursuant to a certain Option Agreement bearing even date herewith with respect to Seller's New Orleans Station (as identified in such Option Agreement, the "New Orleans Option"), FBC may, at its election, notify PCC in writing that the transactions contemplated by the Asset Purchase Agreement and the New Orleans Option shall each be reconstituted as a sale to PCC of all of the capital stock of FBC (the "Stock Purchase Election"); provided, however, that FBC shall have no right to exercise the Stock Purchase Election if (i) PCC is unable to treat such purchase of stock as a purchase of assets pursuant to Internal Revenue Code ss. 338(h)(10), or its successor, as the same may be amended from time to time, and (ii) PCC and FBC are unable to agree upon the terms and conditions of, and execute and deliver, a Stock Purchase Agreement within thirty (30) days following PCC's receipt from FBC of written notice of its election to exercise the Stock Purchase Election. If FBC exercises the Stock Purchase Election in accordance with the terms of this Section 3(b), FBC and PCC shall negotiate in good faith the terms of the Stock Purchase Agreement, it being understood that such Stock Purchase Agreement shall be substantially equivalent to the Asset Purchase Agreement except for such modifications and additions thereto that are required to conform the Asset Purchase Agreement to the form of agreement customarily used in connection with a sale of capital stock rather than assets, and it being further understood that neither FBC nor PCC shall be required to accept any term or provision in the Stock Purchase Agreement that would, or could reasonably be expected to, result in any increase or decrease in the consideration payable by PCC under the Asset Purchase Agreement or in the liabilities to be assumed by PCC under the Asset Purchase Agreement.
Repurchase Agreements With respect to all agreements pursuant to which the Company or any of its Subsidiaries has purchased securities subject to an agreement to resell, if any, the Company or any of its Subsidiaries, as the case may be, has a valid, perfected first lien or security interest in the government securities or other collateral securing the repurchase agreement, and, as of the date hereof, the value of such collateral equals or exceeds the amount of the debt secured thereby.

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