or otherwise. The Manager shall provide the Members written notice of the termination of an Applicable Sale within five (5) Business Days following such termination, which notice shall state that the Applicable Sale Notice served with respect to such Applicable Sale is rescinded.
or otherwise. Each change in the Applicable Margin shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of Moody's or S&P shall change, or if either such rating agency shxxx xxxse to be in the business of rating corporate debt obligations, the Borrower and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Margin shall be determined by reference to the rating of such agency most recently in effect prior to such change or cessation.
or otherwise. The Master Servicer shall be entitled to reimbursement of the Servicing Fee and other amounts due it, if any, to the extent, but only to the extent, that withdrawals from the Collection Account with respect thereto are permitted under Section 5.04. The Master Servicer may foreclose against the Mortgaged Property securing a defaulted Mortgage Loan either by foreclosure, by sale or by strict foreclosure, and in the event a deficiency judgment is available against the Mortgagor or any other person, may proceed for the deficiency. In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure (an "REO Property"), the deed or certificate of sale shall be issued to the Master Servicer on behalf of the Trustee in the name of the Trustee, as trustee on behalf of the Certificateholders. Notwithstanding any such acquisition of title and cancellation of the related Mortgage Loan, such Mortgage Loan shall be considered to be a Mortgage Loan held in the Trust Fund until such time as the related Mortgaged Property shall be sold and such Mortgage Loan becomes a Liquidated Mortgage Loan. Consistent with the foregoing, for purposes of all calculations hereunder, so long as such Mortgage Loan shall be considered to be an Outstanding Mortgage Loan:
or otherwise. In the event of any payment by the Company under this Section 10.02, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee from any relevant other Person or under any insurance policy issued to or for the benefit of the Company, such relevant other Person, or any Indemnitee. Each Indemnitee agrees to execute all papers required and take all action necessary to secure such rights, including the execution of such documents as are necessary to enable the Company to bring suit to enforce any such rights in accordance with the terms of such insurance policy or other relevant document. The Company shall pay or reimburse all expenses actually and reasonably incurred by the Indemnitee in connection with such subrogation.
or otherwise. Nothing in this Agreement shall operate to ----------- reduce, minimize or condition the rights granted to each party in, or the obligations imposed upon each party by, this Section 9.6. -----------
or otherwise. To the full extent permitted by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, a director of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. No repeal, amendment or modification of this Article, whether direct or indirect, shall eliminate or reduce its effect with respect to any act or omission of a director of the corporation occurring prior to such repeal, amendment or modification.
or otherwise. Since the Abacus Capital Stock Disclosure Date until the date of this Agreement, no shares of Abacus Common Stock or Abacus Preferred Stock have been issued or reserved for issuance, except in respect of the exercise, conversion or exchange of Abacus Equity Rights (as defined below) outstanding as of the Abacus Capital Stock Disclosure Date and in connection with the Abacus Stock Option Agreement. For purposes of this Agreement, "Abacus Equity Rights" shall mean subscriptions, options, warrants, calls, commitments, agreements, conversion rights or other rights of any character (contingent or otherwise) to purchase or otherwise acquire from Abacus or any of its Subsidiaries at any time, or upon the happening of any stated event, any shares of the capital stock of Abacus. The Abacus Disclosure Letter sets forth the number and type of Abacus Equity Rights (including the number and class of Abacus' capital stock for or into which such Abacus Equity Rights are exercisable, convertible or exchangeable and any Abacus Benefit Plan pursuant to which such Abacus Equity Rights were granted or issued) outstanding as of the Abacus Capital Stock Disclosure Date. Other than the Abacus Equity Rights disclosed in the Abacus Disclosure Letter and the Abacus Equity Rights granted pursuant to the Abacus Stock Option Agreement, Abacus does not have outstanding any Abacus Equity Rights as of the date of this Agreement. Except as disclosed in the Abacus SEC Reports (defined below), no stockholders of Abacus are party to any voting agreement, voting trust or similar arrangement with respect to Abacus Shares to which Abacus or any Subsidiary of Abacus is a Party.
or otherwise. The "Final Payment Date" means the earliest of (a) the date on which EDISON makes one or more payments of the Specified Indebtedness during the Partial Payment Period, as defined in Section 3.2.3.3, which together with all previous payments of Specified Indebtedness during the Partial Payment Period, causes the total amount of Specified Indebtedness paid during the Partial Payment Period to equal or exceed $3 billion; (b) the date on which EDISON makes payments and/or restructures the obligations (other than the $1.65 billion of bank indebtedness) constituting the Specified Indebtedness such that Edison is no longer in arrears or in a condition of default with respect to 80% or more of the obligations (other than the $1.65 billion of bank indebtedness) constituting the Specified Indebtedness; or (c) the date on which EDISON first obtains funds in an aggregate amount of $600 million or greater from any financing after the commencement of the Partial Payment Period, as defined in Section 3.2.3.
or otherwise. The Borrower hereby agrees that at all times it shall maintain a Rating from either S&P or Moody’s. If a Rating is supplied by only one of S&P and Moody’s, then that single Rating shall be determinative. In the case of split Ratings from S&P and Moody’s, the Rating to be used to determine which Category applies shall be the higher of the two Ratings; provided that if the split is more than one full Category, the Category that is one below that applicable to the higher Rating shall be used (e.g. BBB+/Baa3 results in Category 3 and A-/Baa3 in Category 2). If no Ratings shall be in effect, then the applicable Category shall be Category 5. For purposes of the Pricing Grid, “Basis Point” shall mean 1/100th of 1%.
or otherwise. Nothing in this Agreement shall operate to reduce, minimize or condition the rights granted to Retail Ventures and DSW in, or the obligations imposed upon Retail Ventures and DSW by, this Section 3.6.
