L-5 agreed that the failure to repay any Demand Loan in an amount equal to or in excess of, or in an amount which when aggregated with the amount of any other unpaid Demand Loan(s) equals or exceeds, $5,000,000, upon demand by the Secured Party, shall also be deemed a “Major Event of Default”).
L-5 documents as Agent from time to time may reasonably require for the better assuring, conveying, assigning and confirming to Agent the Collateral and the rights hereby conveyed or assigned or intended now or hereafter to be conveyed or assigned, and for carrying out the intention or facilitating the performance of the terms of this Assignment. Upon any failure of Assignor to do so, Agent may make, execute, record, file, rerecord and/or refile, acknowledge and deliver any and all such further assignments, security agreements, financing statements, continuation statements, endorsements, assurances, instruments, certificates and documents for and in the name of Assignor, and Assignor hereby irrevocably appoints Agent the agent and attorney-in-fact coupled with an interest with full power of substitutions of Assignor so to do. This power is coupled with an interest and is irrevocable. Without limiting the generality of the foregoing, Assignor will obtain such acknowledgments, waivers of lien, estoppel certificates or subordination agreements as Agent may require to insure the priority of its security interest in the Collateral.
L-5. Policy Committee of the Company or (D) any employee of the Company that is in a substantively similar or comparable position as those provided in subparts (A), (B) or (C), or (ii) in connection with any business to which Section 8(b) applies, call on, service, solicit or otherwise do business with any customer of the Company or any of its Affiliates.
L-5 previously deferred by the Executive (together with any accrued earnings thereon) and not yet paid by the Company, JHFS or an Affiliate and any accrued vacation pay not yet paid by the Company, JHFS or an Affiliate (the "Accrued Obligations"), and (iii) any other benefits payable due to the Executive's death or Disability under the plans, policies or programs of the Company, JHFS and the Affiliates (the "Additional Benefits"). The Earned Salary shall be paid in cash in a single lump sum as soon as practicable, but in no event more than 10 days (or at such earlier date required by law), following the Date of Termination. Accrued Obligations and Additional Benefits shall be paid in accordance with the terms of the applicable plan, program or arrangement. (b-1) Cause and Voluntary Termination. If, during the Employment Period, the Executive's employment shall be terminated for Cause or voluntarily terminated by the Executive (other than on account of Good Reason following a Change of Control), the Company shall pay the Executive (i) the Earned Salary in cash in a single lump sum as soon as practicable, but in no event more than 10 days, following the Date of Termination, and (ii) the Accrued Obligations in accordance with the terms of the applicable plan, program or arrangement. (b-2) Retirement Benefits Upon Termination. If the Executive's employment is terminated for any reason other than for Cause or due to death, notwithstanding anything else contained in this Agreement to the contrary, the following provisions shall apply: Regardless of the Executive's age or completed service with the Company on his date of termination, the Executive shall (1) for purposes of retiree medical and retiree life insurance benefits be deemed to have completed 15 years of service on such termination date and commence to receive benefits from the Company or JHFS accordingly and (2) receive from the Company or JHFS a benefit as though a special contribution to his cash balance pension account had been made in an amount equal to (x) the contributions that the Company made to such account in the most recent calendar year, multiplied by (y) a number equal to 15 minus the number of years of service completed by the Executive as of such termination date, and the Executive shall, at his option, have the right to immediately commence receiving pension benefit payments or to withdraw or transfer such amount; provided that, regardless of the Executive's age or completed service with the...
L-5. Agreement and the Pooling and Servicing Agreement. In addition, upon request of the Purchaser, the Mortgage Loan Seller agrees to provide to the Purchaser, Bear Stearns and to any investors or prospective investors in the Certificates information regarding the Mortgage Loans and their servicing, to make the Mortgage Files available to the Purchaser, Bear Stearns, and to such investors or prospective investors (which may be at the offices of the Mortgage Loan Seller and/or the Mortgage Loan Seller's custodian) and to make available personnel knowledgeable about the Mortgage Loans for discussions with the Purchaser, Bear Stearns and such investors or prospective investors, upon reasonable request during regular business hours, sufficient to permit the Purchaser, Bear Stearns and such investors or potential investors to conduct such due diligence as any such party reasonably believes is appropriate.
L-5. Buyer, (ii) securities that are part of an unsold allotment to or subscription by the Buyer, if the Buyer is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps.
L-5. Standby fees, taxes and assessments by any taxing authority for the year 2000 and subsequent years; and subsequent taxes and assessments by any taxing authority for prior years due to change in land usage or ownership, but not those taxes or assessments for prior years because of an exemption granted to a previous owner of the property under Section 11.13, Texas Tax Code, or because of improvements not assessed for a previous tax year. N 6. The terms and conditions of the documents creating your interest in the land. O 7. Materials furnished or labor performed in connection with planned construction before signing and delivering the lien document described in Schedule A, if the land is part of the homestead of the owner. (Applies to the Mortgagee Title Policy Binder on Interim Construction Loan only, and may be deleted if satisfactory evidence is furnished to us before binder is issued.) P 8. Liens and leases that affect the title to the land, but that are subordinate to the lien of the insured mortgage. ================================================================================ 45 GF# 1028386 Commitment No. 44-903-80-1028386 Page 1 SCHEDULE B (continued) -------------------------------------------------------------------------------- (Applies to Mortgage Policy only.) S 9. The following matters and all terms of the documents creating or offering evidence of the matters (We must insert matters or delete this exception.): AI 10. Rights of tenants in possession, as tenants only,under unrecorded lease agreements. AJ 11. All of the oil, gas and other minerals and all other elements not considered a part of the surface estate are excepted hereform, not insured herein nor guaranteed hereunder, all having been reserved in instrument recorded in Volume 94172, Page 6280, Deed Records, Dallas County, Texas. AK 12. Thirty foot drainage easement over the North line of subject property, as shown on plat recorded in Volume 94145, Page 1467, Map Records, Dallas County, Texas, and as shown on survey dated June 20, 2000, last revised on July 24, 2000, prepared by Dennis D. Vote, Registered Professional Land Surveyor #4813. AL 13. Variable width water, sanitary sewer and telephone easement over the East line of subject property, as shown on plat recorded in Volume 94145, Page 1467, Map Records, Dallas County, Texas, and as shown on survey dated June 20, 2000, last revised on July 24, 2000, prepared by Dennis D. Vote, Registered Professional Land Surveyor #4813. -------...
L-5 made herein because one or more sales to the Buyer may be in reliance on Rule 144A. Will the Buyer be purchasing the Rule 144A Securities only for the Yes No Buyer's own account?
L-5 party unless the Buyer has obtained a current representation letter from such third party or taken other appropriate steps contemplated by Rule 144A to conclude that such third party independently meets the definition of "qualified institutional buyer" set forth in Rule 144A.
L-5 person for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, costs, expense, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to PLX by an instrument duly executed by such Holder and stated to be specifically for use therein or furnished by such Holder to PLX in response to a request by PLX stating specifically that such information will be used by PLX therein, provided, however, that the foregoing indemnity agreement is subject to the condition that, in the event an underwritten public offering is involved, such indemnity agreement shall not inure to the benefit of PLX or any underwriter insofar as it relates to any such untrue statements (or alleged untrue statements) or omission (or alleged omission) made in the preliminary prospectus or prospectus but eliminated or remedied in the Final Prospectus, if a copy of the Final Prospectus was not furnished to the person or entity asserting the loss, liability, claim or damage at or prior to the time such action is required by the Securities Act, and provided further that the liability of each Holder hereunder shall be limited to the net proceeds received by such Holder from the sale of Registrable Securities covered by such registration statement.