Approval of New Lenders Any New Lender shall be subject to the approval of the Administrative Agent, which approval shall not be unreasonably withheld.
Admission of New Members No other person shall be made a Member without the unanimous consent of the Members at the time such membership decision is to be made. The Secretary shall revise Exhibit “B” attached hereto to reflect the admission of new Members.
APPLICABILITY TO NEW ACCOUNTS AND NEW CONTACTS The parties to this Agreement may amend the schedules to this Agreement from time to time to reflect changes in or relating to the Contracts and to add new classes of variable annuity contracts and variable life insurance policies to be issued by the Company through new or existing Separate Accounts investing in the Fund. The provisions of this Agreement shall be equally applicable to each such separate account and each such class of contracts or policies, unless the context otherwise requires. Any such amendment must be signed by the parties and must bear an effective date for that amendment.
Applicability to New Accounts and New Contracts The parties to this Agreement may amend the schedules to this Agreement from time to time to reflect, as appropriate, changes in or relating to the Contracts, any Series or Class, additions of new classes of Contracts to be issued by the Company and separate accounts therefor investing in the Trust. Such amendments may be made effective by executing the form of amendment included on each schedule attached hereto. The provisions of this Agreement shall be equally applicable to each such class of Contracts, Series, Class or separate account, as applicable, effective as of the date of amendment of such Schedule, unless the context otherwise requires. The parties to this Agreement may amend this Agreement from time to time by written agreement signed by all of the parties.
Further Definitions The following terms have the meaning set forth in the Sections set forth below: Defined Term Location of Definition 10-K/10-Q Amendments § 5.07(a) 280G Approval § 7.04 280G Waiver § 7.04 A&R Holdco Organizational Documents § 2.04(c) Action § 4.10 Agreement Preamble Blue Sky Laws § 4.05(b) Business Combination Proposal § 8.13 Certificate of Company Merger § 2.02(b) Certificate of SPAC Merger § 2.02(c) Claims § 7.03 Closing § 2.02(a) Closing Date § 2.02(a) Closing Form 8-K § 8.01(e) Closing Press Release § 8.01(e) Code § 3.05(g) Collective Bargaining Agreement § 4.12(e) Company Preamble Company Board Recitals Company Disclosure Schedule Article IV Company Entities § 7.03 Company Merger Recitals Defined Term Location of Definition Company Merger Effective Time § 2.02(b) Company Merger Sub Preamble Company Merger Sub Board Recitals Company Merger Sub Common Stock § 3.02(e) Company Merger Surviving Corporation § 2.01 Company Permits § 4.06 Company Stockholders Recitals Confidentiality Agreement § 8.04(b) Continuing Employees § 8.05(a) Conversion § 3.02(a) Data Security Requirements § 4.14(h) Delayed 10-Q Filing § 5.07(a) DGCL Recitals Dissenting Shares § 3.07(a) D&O Tail § 8.06(b) Earn-Out Period § 3.04(a) Earn-Out Trigger § 3.04(a) Employment Matters § 4.12(a) Environmental Permits § 4.16 Exchange Act § 4.22 Exchange Agent § 3.05(a) Exchange Fund § 3.05(a) Exchanged Options § 3.02(f) Financial Statements § 4.08(a) Governmental Authority § 4.05(b) Health Plan § 4.11(k) Holdco Preamble Holdco Board Recitals Holdco Common Stock § 6.03(a) Holdco Warrant § 3.08 Intended Tax Treatment § 8.10(a) IRS § 4.11(b) Law § 4.05(a) Lease § 4.13(b) Lease Documents § 4.13(b) Letter Agreement § 9.02(h) Material Contracts § 4.17(a) Merger Subs Preamble Mergers Recitals Most Recent Balance Sheet § 4.08(b) Most Recent Balance Sheet Date § 4.08(b) Outside Date §10.01(b) Outstanding Company Transaction Expenses § 3.06(a) Outstanding SPAC Transaction Expenses § 3.06(b) Party Preamble Payment Spreadsheet § 3.01 PCAOB 2021 Audited Financials § 8.12 Plans § 4.11(a) PPACA § 4.11(k) Proxy Statement § 8.01(a) Reform Article IV
No New Liens The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior Obligations.
NOW IT IS HEREBY AGREED AS FOLLOWS 1. The first paragraph of the preamble of the Agreement shall be deleted in its entirety and replaced with the following: “THIS SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (“Agreement”) dated as of January 31, 2015 of XX Xxxxxx FuturesAccess LLC (this “FuturesAccess Fund”) by and among Xxxxxxx Xxxxx Alternative Investments LLC, a Delaware limited liability company (the “Sponsor”), an indirect wholly-owned subsidiary of Bank of America Corporation, and those persons who shall invest in the units of limited liability company interest (“Units”) created pursuant to this Agreement — Class A, Class C, Class D, Class F, Class G, Class I, Class M, Class DI, Class F-1 and such other classes as may be established in the future — and shall therefore be admitted as members (such members being hereinafter sometimes referred to collectively as “Investors”; provided, that for purposes of voting, Units held by the Sponsor shall not be considered to be held by an Investor).”
Introductory American Honda Receivables Corp., a California corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to cause the Honda Auto Receivables [____-__] Owner Trust (the "Trust") to issue and sell $[______________] aggregate principal amount of [____]% Asset Backed Notes, Class A-1 (the "Class A-1 Notes"), $[______________] aggregate principal amount of [____]% Asset Backed Notes, Class A-2 (the "Class A-2 Notes"), $[______________] aggregate principal amount of [____]% Asset Backed Notes, Class A-3 (the "Class A-3 Notes") and $[______________] aggregate principal amount of [____]% Asset Backed Notes, Class A-4 (the "Class A-4 Notes" and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"). The Notes will be issued pursuant to the Indenture, to be dated as of [____ __, ____] (the "Indenture"), between the Trust and Citibank, N.A. (the "Indenture Trustee"). Concurrently with the issuance and sale of the Notes as contemplated herein, the Trust will issue $[______________] aggregate principal amount of certificates of beneficial interest (the "Certificates"), each representing an interest in the Owner Trust Estate. The Company will retain the Certificates. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement, to be dated [____ __, ____] (the "Trust Agreement"), between the Company and U.S. Bank Trust National Association, as owner trustee (the "Owner Trustee"). The Certificates are subordinated to the Notes. The assets of the Trust will include, among other things, a pool of retail installment sale and conditional sale contracts secured by new and used Honda and Acura motor vehicles (the "Receivables"), with respect to Actuarial Receivables, certain monies due thereunder on or after [____ __, ____] (the "Cutoff Date"), and with respect to Simple Interest Receivables, certain
Issuance of New Certificates to Pledgee A pledgee of Shares transferred as collateral security shall be entitled to a new certificate if the instrument of transfer substantially describes the debt or duty that is intended to be secured thereby. Such new certificate shall express on its face that it is held as collateral security, and the name of pledgor shall be stated thereon, who alone shall be liable as a Shareholder and entitled to vote thereon.
ABBREVIATIONS AND DEFINITIONS Customary abbreviations may be used in the name of the Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and UGMA (= Uniform Gifts to Minors Act). All terms defined in the Indenture and used in this Security but not specifically defined herein are defined in the Indenture and are used herein as so defined.
