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. THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT (A) TO A PERSON THAT IS A "QUALIFIED PURCHASER" (AS DEFINED IN SECTION 2(A)(51) OF THE 1940 ACT) THAT, PRIOR TO SUCH TRANSFER DELIVERS A CERTIFICATION TO THAT EFFECT AND THAT IS ALSO EITHER (1) A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (2) AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT) (AN "IAI") THAT IS ACQUIRING THIS SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN IAI, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, AND THAT PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE WARRANT AGENT A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE WARRANT AGREEMENT REFERRED TO HEREIN AND THE TERMS OF THE REGISTRATION RIGHTS AND PARTNERS' AGREEMENT RELATING TO THIS SECURITY, AND WHICH IN ANY SUCH CASE MAY BE EFFECTED WITHOUT LOSS OF ANY APPLICABLE 1940 ACT EXEMPTION AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH TRANSFEREE OF THIS SECURITY WILL BE REQUIRED TO DELIVER TO THE WARRANT AGENT A TRANSFER CERTIFICATE, MAKING THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO HEREIN. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE COMPANY, THE WARRANT AGENT OR ANY INTERMEDIARY. ANY TRANSFER OF THIS SECURITY WILL BE SUBJECT TO COMPLIANCE WITH THE TERMS AND CONDITIONS OF THE REGISTRATION RIGHTS AND PARTNERS' AGREEMENT RELATING TO THE WARRANTS. A COPY OF SUCH AGREEMENT IS AVAILABLE FROM THE COMPANY. SUCH AGREEMENT IMPOSES OBLIGATIONS ON THE OWNER OF THIS SECURITY.
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. (a) 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 2.08. If any Obligor is in default in the payment of such premiums, the Servicer shall pay such premiums out of its own funds, and any costs so incurred by the Servicer shall be recoverable by the Servicer to the extent such costs constitute Liquidation Expenses pursuant to Section 2.14, or to the extent recoverable from any Sub-Servicer servicing such Account, or from the related Obligor or from other funds on deposit in the Holding Account to the extent that the Servicer certifies that such advances are not otherwise recoverable due to insufficient Net Liquidation Proceeds.
thereunder. The purchase price of the dealership assets and real property and other terms will be determined by agreement between the parties or, if the parties are unable to reach agreement in a reasonable time, by arbitration pursuant to the Dispute Resolution Process established in Paragraph 12 hereof. Nissan must advise Dealer of its intent to exercise this option within 30 days after one party notifies the other of its intent to terminate the Agreement. Nissan may assign its right to exercise its option to purchase under this paragraph to any third party.
thereunder. Tenant shall at all times during the term herein granted, peacefully and quietly have and enjoy possession of the premises without any encumbrance or hindrance by, from or through Landlord, except as provided for elsewhere under this Lease.
thereunder. Intelispan shall continue to timely and properly file all additional documents required by the SEC and related securities acts, and shall promptly supply Devise and Ward xxxh copies of such documents.
thereunder. The Company agrees that, without the Executive's consent, it will not make any changes in such plans or arrangements which would adversely affect the Executive's rights or benefits thereunder. The Executive shall be entitled to participate in or receive benefits under any pension plan, profit-sharing plan, savings plan, stock option plan, life insurance, health-and-accident plan or arrangement made available by the Company in the future to its executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of compensation to the Executive hereunder.
thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedules to the 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 Granting Party, in its capacities as a [Grantor and Pledgor] [Grantor] [Pledgor],(3) 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 Section 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 Section 3.3 of the Collateral Agreement].
thereunder. The Company agrees to furnish promptly to CS First Boston (mailed directly to the attention of Robexx Xxx), xopies of all publicly distributed documents that CS First Boston may reasonably request. The information described above shall be in addition to information provided to other individuals at CS First Boston or its affiliates. The Company also agrees to provide such other information as CS First Boston's Short-Term Finance Department may reasonably request. The Company will notify CS First Boston promptly, to the attention of its Short-Term Finance Department, of any change in any of its debt ratings, any change in the aggregate size of its commercial paper program and any other development in its affairs or in the industry or industries in which it is engaged which has or may be expected to have a material impact on the results of its operations, its financial condition or the marketability of its commercial paper. This Agreement shall be governed by and construed in accordance with the law of the State of New York. All communications and notices pursuant to this Agreement shall be in writing or confirmed in writing and shall be addressed (i) if to the Company, to MetLife Funding, Inc., One Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000, Xxtention: Treasurer, or at such other address as may from time to time be designated by notice by the Company in writing; and (ii) if to CS First Boston, to CS First Boston at Park Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxtention: Short-Term Finance Department, or at such other address as many from time to time be designated by notice by CS First Boston in writing. This Agreement may be terminated by the Company or by CS First Boston upon one business day's written notice to the other party hereto; provided, however, that any such termination shall not affect any provisions that this Agreement provides shall survive any termination and such provisions shall continue in effect following any such termination. METLIFE FUNDING, INC. By /s/ Illegible -------------------------------- Title Treasurer ----------------------------- Date 5/16/96 ------------------------------ CS FIRST BOSTON CORPORATION By /s/ Illegible -------------------------------- Title Director -----------------------------
