Examples of Preferred Shares Insurance Policy in a sentence
This Agreement, the Preferred Shares Insurance Policy and the Premium Letter sets forth the entire agreement between the parties with respect to the subject matter thereof, and this Agreement, the Preferred Shares Insurance Policy, and the Premium Letter supersede and replace any agreement or understanding that may have existed between the parties prior to the date hereof in respect of such subject matter.
As consideration for Ambac issuing the Preferred Shares Insurance Policy, the Issuer has agreed to pay Ambac a periodic premium, to reimburse Ambac for any amounts paid by Ambac under the Preferred Shares Insurance Policy and to indemnify or reimburse Ambac for certain liabilities, costs and expenses, all as more fully set forth herein.
Accordingly, the parties hereto desire to specify the conditions precedent to the issuance of the Preferred Shares Insurance Policy and any Increase Endorsement (as defined herein) thereto by Ambac and to provide for the indemnification of Ambac and certain other matters.
The Borrower shall notify Ambac and Moody's (so long as Xxxxx'x is rating the risk securing Ambac's obligations under the Loan Insurance Policy and the Preferred Shares Insurance Policy) five (5) Business Days prior to the effectiveness of any proposed amendment for which the consent of Ambac has not been sought.
Each of the parties hereto agrees and acknowledges that Ambac is relying on each of the Issuer's covenants contained herein, including, but not limited to, the covenant set forth in Section 2.2(g), in issuing the Preferred Shares Insurance Policy and that the breach of any such covenant, may result in foreseeable damages to Ambac including causing Ambac to be required to make payments under the Preferred Shares Insurance Policy.
The parties hereto acknowledge that this Agreement has been executed by Ambac, that this Agreement has been delivered by the parties hereto and that the Preferred Shares Insurance Policy have been issued and delivery received, all in the State of New York.
If the Auction Agent resigns or for any reason its appointment is terminated during any period that any Preferred Shares are outstanding or the Preferred Shares Insurance Policy is in effect, the Board of Directors shall use its best efforts promptly thereafter to appoint another qualified commercial bank, trust company or financial institution to act as the Auction Agent.
Ambac shall have received confirmation, satisfactory to it, that the risk secured by the Loans Insurance Policy constitutes an "AA" risk by S&P and the risk securing Ambac's obligations under the Loans Insurance Policy and the Preferred Shares Insurance Policy, collectively, constitutes an "Aa2" risk by Moody's.
Ambac shall have received confirmation, satisfactory to it, that the risk secured by the Preferred Shares Insurance Policy constitutes an "AA" risk by S&P and the risk securing Ambac's obligations under the Loans Insurance Policy and the Preferred Shares Insurance Policy, collectively, constitutes an "Aa2" risk by Moody's.
Notwithstanding the foregoing, for the purpose of calculating the Applicable Rate applicable to any Preferred Shares following a Failure to Deposit, the Fund shall be deemed to have paid the Auction Agent all amounts required pursuant to clauses (i) and (ii) above at any time that the Auction Agent has received such amounts from the Credit Enhancer pursuant to a draw on the Preferred Shares Insurance Policy, within the respective time periods described in subparagraph (e)(i) of this Section 2.