thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedules ____________ to the Guarantee and Collateral Agreement, and such Schedules are hereby amended and modified to include such information. The Additional Granting Party hereby represents and warrants that each of the representations and warranties of such Additional Grantor, in its capacities as a Guarantor [, Grantor and Pledgor] [and Grantor] [and Pledgor], (3) contained in Section 4 of the Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date.
thereunder. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) INSIDE THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, (d) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF THE SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED INVESTOR") THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF SECURITIES LESS THAN $250,000, AN OPINION OF COUNSEL THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT OR (e) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUERS SO REQUEST), (2) TO THE ISSUERS OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE."
thereunder. Except as otherwise provided in subsection (b) of this Section 2.13, the Servicer shall cause to be maintained with respect to each Mortgaged Property and Acquired Property one or more Hazard Insurance Policies that provide at least the same coverage as a standard form fire and extended coverage insurance policy issued by a company regulated under applicable state law and authorized by such state to issue such policies in the state in which the Mortgaged Property or Acquired Property is located and in an amount that is not less than an amount that would satisfy the definition of Full Prepayment with respect to the related Account; provided, however, that the amount of coverage provided by each Hazard Insurance Policy shall be sufficient to avoid the application of any co-insurance clause contained therein. Any individual Hazard Insurance Policies shall name the Servicer as additional loss payee and run to the benefit of the Servicer's successors and assigns as their interests may appear. Any amounts received under any such policies shall be transferred to or deposited in the Holding Account or Servicing Account (or paid over to the related Obligor if the Servicer reasonably does not deem it necessary to deposit such amounts in the Servicing Account) pursuant to Sections 2.07 and 2.
thereunder. In consideration of the mutual promises contained herein and in the other documents referred to below, and for other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, the Borrower and the Bank agree as follows:
thereunder. The information set forth in Annex 1-A hereto is hereby added to the information
(2) Indicate the capacities in which the Additional Granting Party is becoming a Grantor.
(3) Indicate the capacities in which the Additional Granting Party is becoming a Grantor. set forth in Schedules to the Collateral Agreement, and such Schedules are hereby amended and modified to include such information. The Additional Grantor hereby represents and warrants that each of the representations and warranties of such Additional Grantor, in its capacities as a [Grantor and Pledgor] [Grantor] [Pledgor],(4) contained in Section 4 of the Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date. Each Additional Granting Party hereby grants, as and to the same extent as provided in the Collateral Agreement, to the Note Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in the [Collateral (as such term is defined in subsection 3.1 of the Collateral Agreement) of such Additional Granting Party] [and] [the Pledged Collateral (as such term is defined in the Collateral Agreement) of such Additional Granting Party, except as provided in subsection 3.3 of the Collateral Agreement].
thereunder. Date of Report (Date of earliest event reported) May 10, 2023
thereunder. Each party agrees and acknowledges that, as of the Termination Date, except for the Overpayment Amount, Holdback Amount and Refund Amount, there are no amounts due, payable or otherwise outstanding to the credit of the other party under the Order, the General Terms Agreement or any Hosting Agreements and each party hereby fully, irrevocably and unconditionally releases, acquits and forever discharges the other party of and from any and all claims, liabilities, obligations, demands, causes of action, damages, costs, losses, debts and expenses of whatever kind or nature, presently existing or arising in the future, and whether arising in contract, tort, under statute, at law or in equity, that arise out of, or are in any way related to the Order, the General Terms Agreement or any Hosting Agreement.
thereunder. If any provision of this Pledge Agreement is held invalid or unenforceable to any extent or in any application, the remainder of this agreement, or application of such provision to different persons or circumstances or in different jurisdictions, shall not be affected thereby.
thereunder. Borrower has not entered into any other management agreement with respect to the operation of the Facility.
thereunder. This is a guaranty of payment and not of collection and the undersigned further waives any right to require that any action be brought against Applicant or any other person or to require that resort be had to any security. The undersigned's obligation shall remain effective and be enforceable regardless of any subsequent incorporation, reorganization, bankruptcy, insolvency, winding-up, merger, amalgamation, arrangement or consolidation, transfer or sale of Applicant or any of its assets or any other change in the composition, nature, personnel or location of Applicant. This guaranty shall enure to the benefit of UR, its successors and assigns and shall bind the heirs, executors, personal or legal representatives, administrators and assignees of the undersigned. If any provision or part of this guaranty is in conflict with any applicable statute or rule of law, such provision, or part thereof, as the case may be, shall be deemed null and void to the extent that it may conflict therewith, but without invalidating the remaining provisions hereof or the remaining part of such provision. The undersigned's obligations hereunder may be cancelled only by written cancellation notice delivered to UR by registered mail, with proof of delivery. Upon receipt by UR of such cancellation notice, the undersigned shall not be liable for any further extensions of credit to Applicant; however, the undersigned shall continue to be liable for all indebtedness of Applicant incurred prior to the date of UR's receipt of the cancellation notice, together with all pre- and post- cancellation interest, collection costs, legal fees and court costs incurred by UR to collect any indebtedness incurred by Applicant prior to the date of receipt of the cancellation notice. The undersigned agrees that any and all claims of the undersigned against Applicant shall be subordinate and subject in right of payment to the prior payment in full of all indebtedness owed to UR by Applicant. In consideration of UR's extension of credit to Applicant, the undersigned hereby expressly waives any right of trial by jury in any proceeding arising out of, or relating to, this guaranty, to the extent allowed by applicable laws. The Credit Agreement and this guaranty shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The courts in the province of the originating UR location stated on the applicable invoice(s) rendered to ...
