Credit Corp. By: ------------------------------- Name: Title: AICCO, INC. By: ------------------------------- Name: Title: IMPERIAL PREMIUM FINANCE, INC., a Delaware Corporation By: ------------------------------- Name: Title: IMPERIAL PREMIUM FINANCE, INC., a California Corporation By: ------------------------------- Name: Title: IMPERIAL PREMIUM FUNDING, INC., a Delaware Corporation By: ------------------------------- Name: Title: EXHIBIT G LETTER AGREEMENT As of November 8, 1999 Bank One, National Association, as Trustee 1 Bank One Plaza Suite IL1-0126 Chicago, IL 60670-0126 Xx: Xxxxxxx Xxxxxxxxx ----------------- Dear Sirs: This letter shall confirm the undersigned's agreement with respect to certain matters relating to (a) the Sale and Servicing Agreement dated as of November 8, 1999, as amended or supplemented from time to time (the "Sale and Servicing Agreement"), among AIG Credit Premium Finance Master Trust, as issuer (the "Issuer"), Chase Manhattan Bank Delaware, as owner trustee of the Issuer, A.I. Receivables Transfer Corp. ("ART"), as seller, Bank One, National Association, as indenture trustee (the "Trustee"), A.I. Credit Corp. ("AIC"), as a servicer, AICCO, Inc. ("AICCO"), as a servicer, Imperial Premium Finance, Inc. ("IP Finance I"), as a servicer, Imperial Premium Finance, Inc., ("IP Finance II"), as a servicer, and Imperial Premium Funding Inc. ("IP Funding"), as a servicer and (b) the Support Agreement dated as of November 8, 1999 (the "Support Agreement") among ART, AIC, AICCO, IP Finance I, IP Finance II, IP Funding and the undersigned. Capitalized terms used herein, but not defined herein, shall have the meanings ascribed to them in the Base Indenture, dated as of November 8, 1999 ("Base Indenture") between the Issuer and the Trustee. In consideration of the Trustee's acquiring the Trust Estate on behalf of the Noteholders, the undersigned hereby agrees for the benefit of the Trustee on behalf of the Noteholders:
1. The undersigned will not default in its obligations under the Support Agreement and it will not amend or terminate the Support Agreement other than in accordance with its terms.
2. The undersigned will not amend or terminate this agreement without (a) the prior written confirmation of each Rating Agency that such amendment or termination will not have an adverse effect on the then ratings of any of the Notes and (b) the prior written consent of each holder of Notes.
3. If the undersigned fails to perform any of the covenants or agreem...
Credit Corp pursuant to a Premium Finance Agreement, Disclosure Statement and Security Agreement dated as of May 29, 1997.
Credit Corp has the power and authority to execute and deliver this Agreement and its Related Documents and to carry out its terms and their terms, respectively; Credit Corp. has full power and authority to sell and assign the Contracts to be sold and assigned to and deposited with Antigua hereunder and has duly authorized such sale and assignment to Antigua by all necessary corporate action; and the execution, delivery and performance of this Agreement and all of Credit Corp.'s Related Documents have been duly authorized by Credit Corp. by all necessary corporate action.
Credit Corp. By: ------------------------------------- Name: Title:
Credit Corp a New Hampshire Corporation, as an original transferor and a servicer, AICCO, Inc., a California corporation, as an original transferor and a servicer, and The First National Bank of Chicago, as trustee (together with any successor thereto, the "Trustee"), as amended or supplemented from time to time (the "PSA"); and
Credit Corp a Premium Finance Agreement and a Disclosure Statement and Security Agreement, each dated April 30,1998 (together, the "Agreements");
Credit Corp incurred in connection with a Premium Finance Agreement, Disclosure Statement and Security Agreement dated as of May 29, 1997, as amended, in a maximum amount of $28,000,000" and substituting the phrase "A.I. Credit Corp. Indebtedness" therefor.
Credit Corp. Creditor agrees not to ask for, demand, xxx for, take or receive any payments with respect to all or any part of the Junior Debt or any security therefor, unless and until all of the Senior Debt have been paid and performed in full, except that if no default or event of default and no event which, with notice or passage of time or both, would constitute a default or event of default, has occurred under any documents or instruments evidencing or relating to the Senior Debt, both before and after giving effect to the following payments, then intercompany trading obligations and other regularly scheduled payments with respect to the Junior Debt may be made in the ordinary course of business; provided, further, that non-cash accruals in respect of the Junior Debt may be reflected in the respective books and records of Obligor and Creditor irrespective of the existence of any such default or event of default.
Credit Corp and the Borrower acknowledge and agree that Credit Corp. shall be entitled to determine or adjust, at any time and from time to time, the interest rate payable by the Borrower to Credit Corp. on all or any part of the outstanding Variable Rate Advances to reflect any changes in the composition of the ARS Collateral, to address any inability to determine interest rates, or for any other reason that, in Credit Corp.'s sole and absolute discretion, is necessary to give effect to the intent of the provisions of this Agreement, including, without limitation, this Section 4 (it being acknowledged and agreed that the provisions of this Section 4 are intended to cause the interest payable by the Borrower under this Agreement to equal the interest or dividend rate payable to the Borrower by the issuer of any ARS Collateral) and any and all such adjustments by Credit Corp. hereunder shall be conclusive and binding on Credit Corp. and the Borrower absent manifest error.
Credit Corp. 243 S.W.2d at 157. , Decided March 9, 2012. Writ conditionally granted.
