Maintenance Program LESSEE's Maintenance Program
Equipment, Etc Each Grantor shall, (i) within ten (10) days after a written request by the Administrative Agent, in the case of Equipment now owned, and (ii) following a request by the Administrative Agent pursuant to subclause (i) above, within ten (10) days after acquiring any other Equipment, deliver to the Administrative Agent, any and all certificates of title, and applications therefor, if any, of such Equipment and shall cause the Administrative Agent to be named as lienholder on any such certificate of title and applications. No Grantor shall permit any such items to become a fixture to real estate or an accession to other personal property unless such real estate or personal property is the subject of a fixture filing (as defined in the UCC) creating a first priority perfected Lien in favor of the Administrative Agent.
Downgrade Drawings (i) Each Liquidity Provider will promptly, but in any event within ten (10) days of the occurrence of a Downgrade Event with respect to it (the date of such occurrence, the “Downgrade Date”), deliver notice to the Subordination Agent and American of the occurrence of such Downgrade Event and the Downgrade Date therefor. After the occurrence of a Downgrade Event with respect to any Liquidity Provider, each Liquidity Facility provided by such Liquidity Provider shall become a “Downgraded Facility” on the thirty-fifth (35th) day after the related Downgrade Date, unless, not later than such thirty-fifth (35th) day (or, if earlier, the expiration date of such Downgraded Facility), the Rating Agency whose downgrading of such Liquidity Provider resulted in such Downgrade Event shall have provided a written confirmation to the effect that the occurrence of such Downgrade Event will not result in the downgrading, withdrawal or suspension of the ratings then issued by such Rating Agency of the related Class of Certificates. Notwithstanding the foregoing, if at any time after the occurrence of such Downgrade Event, such Liquidity Provider notifies the Subordination Agent in writing that no such confirmation will be provided by such Rating Agency, each Liquidity Facility provided by such Liquidity Provider shall become a Downgraded Facility as of the date of such notice to the Subordination Agent.
Downgrade Provisions (1) It shall be a collateralization event (“Collateralization Event”) if (A) either (i) the unsecured, long-term senior debt obligations of Party A are rated below “A1” by Xxxxx’x Investors Service, Inc. (“Moody’s”) or are rated “A1” by Moody’s and such rating is on watch for possible downgrade to below “A1” (but only for so long as it is on watch for possible downgrade) or (ii) the unsecured, short-term debt obligations of Party A are rated below “P-1” by Moody’s or are rated “P-1” by Moody’s and such rating is on watch for possible downgrade to below “P-1” (but only for so long as it is on watch for possible downgrade), (B) no short-term rating is available from Moody’s and the unsecured, long-term senior debt obligations of Party A are rated below “Aa3” by Moody’s or are rated “Aa3” by Moody’s and such rating is on watch for possible downgrade to below “Aa3” (but only for so long as it is on watch for possible downgrade), (C) or either (i) the unsecured, short-term debt obligations of Party A are rated below “A-1” by Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or (ii) if Party A does not have a short-term rating from S&P, the unsecured, long-term senior debt obligations of Party A are rated below “A+” by S&P, or (D) the unsecured, long-term senior debt obligations or financial strength ratings of Party A are rated below “A” by Fitch, Inc. (“Fitch”). For the avoidance of doubt, the parties hereby acknowledge and agree that notwithstanding the occurrence of a Collateralization Event, this Agreement and each Transaction hereunder shall continue to be as a Swap Agreement for purposes of the Trust Agreement. Within 30 days from the date a Collateralization Event has occurred and so long as such Collateralization Event is continuing, Party A shall, at its sole expense, either (i) post collateral according to the terms of an ISDA 1994 New York Law Credit Support Annex, which shall receive prior written confirmation from each of the Rating Agencies (as defined in the Trust Agreement) that their then-current ratings of the Offered Certificates will not be downgraded or withdrawn by such Rating Agency (the “Rating Agency Condition”), or (ii) obtain a substitute counterparty that (a) is reasonably acceptable to Party B and satisfies the Rating Agency Condition, (b) satisfies the Hedge Counterparty Ratings Requirement (as defined herein) and (c) assumes the obligations of Party A under this Agreement (through an assignment and assumption agreement in form and substance reasonably satisfactory to Party B) or replaces the outstanding Transactions hereunder with transactions on identical terms, except that Party A shall be replaced as counterparty, provided that such substitute counterparty, as of the date of such assumption or replacement, will not, as a result thereof, be required to withhold or deduct on account of tax under the Agreement or the new transactions, as applicable, and such assumption or replacement will not lead to a termination event or event of default occurring under the Agreement or new transactions, as applicable.
Identification of Workout-Delayed Reimbursement Amounts If any Advance made with respect to any Mortgage Loan on or before the date on which such Mortgage Loan becomes (or, but for the making of three monthly payments under its modified terms, would then constitute) a Corrected Mortgage Loan, together with (to the extent theretofore accrued and unpaid) Advance Interest thereon, is not pursuant to the operation of the provisions of Section 3.05(a)(I) reimbursed to the Person who made such Advance on or before the date, if any, on which such Mortgage Loan becomes a Corrected Mortgage Loan (or, but for the making of three monthly payments under its modified terms, would constitute a Mortgage Loan that is a Corrected Mortgage Loan), such Advance, together with such Advance Interest, shall constitute a “Workout-Delayed Reimbursement Amount” to the extent that such amount has not been determined to constitute a Nonrecoverable Advance. All references herein to “Workout-Delayed Reimbursement Amount” shall be construed always to mean the related Advance and (to the extent theretofore accrued and unpaid) any Advance Interest thereon, together with (to the extent it remains unpaid) any further Advance Interest that accrues on the unreimbursed portion of such Advance from time to time in accordance with the other provisions of this Agreement. That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner limit the right of any Person hereunder to determine that such amount instead constitutes a Nonrecoverable Advance.
Payment of Sales, Use or Similar Taxes All sales, use, transfer, intangible, recordation, documentary stamp or similar Taxes or charges, of any nature whatsoever, applicable to, or resulting from, the transactions contemplated by this Agreement shall be borne by the Sellers.
Customer Agreement In the event of a conflict between this Agreement and any other agreement between the Bank and the Grantor, the terms of this Agreement will prevail.
Facility Type Call Sign Exp Date TV Broadcast Station License WBRE-TV 08/01/2007 (Channel 28, Xxxxxx-Xxxxx, Pennsylvania) DTV Facility WBRE-DT 08/01/2007 (Channel 11, Xxxxxx-Xxxxx, Pennsylvania) TV Translator Station License W24BL 08/01/2007 TV Translator Station License W30AN 08/01/2007 TV Translator Station License W51BP 08/01/2007 TV Translator Station License W64AL 08/01/2007 Transmit-Only Earth Station License E910642 11/01/2011 Transmit-Receive Earth Station License E020058 05/03/2017 TV Pickup KA35201 08/01/2007 TV Pickup KA35245 08/01/2007 TV Pickup KA74870 08/01/2007 TV Pickup KC62824 08/01/2007 Broadcast Auxiliary KF5726 08/01/2007 TV Studio Transmitter Link KGH66 08/01/2007 R/P Base Mobile System KGU973 08/01/2007 TV Pickup KK4138 08/01/2007 TV Pickup KL2535 08/01/2007 TV Pickup KP4407 08/01/2007 R/P Base Mobile System KQB618 08/01/2007 TV Pickup KR7688 08/01/2007 TV Pickup KR7693 08/01/2007 TV Pickup KR7771 08/01/2007 TV Pickup KS2001 08/01/2007 TV Pickup KY2899 08/01/2007 R/P Mobile KY5608 08/01/2007 TV Studio Transmitter Link KZO21 08/01/2007 TV Intercity Relay WFW575 08/01/2007 TV Intercity Relay WGI290 08/01/2007 TV Intercity Relay WHB674 08/01/2007 TV Intercity Relay WLI324 08/01/2007 TV Intercity Relay WLI325 08/01/2007 TV Intercity Relay WLI337 08/01/2007 TV Intercity Relay WMF322 08/01/2007 TV Intercity Relay WMF323 08/01/2007
Foreign Account Due Diligence (A) To assist the Fund in complying with requirements regarding a due diligence program for “foreign financial institution” accounts in accordance with applicable regulations promulgated by U.S. Department of Treasury under Section 312 of the USA PATRIOT Act (“FFI Regulations”), BNYM will do the following:
Franchise Fees Lessee will maintain in full force and effect, and pay or cause to be paid all fees and other charges payable pursuant to, any Franchise Agreement with respect to the Hotel.
