INTRODUCTORY STATEMENT The Board of Directors of each of AFC and LISB (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are in the best interests of AFC and LISB, respectively, and in the best long-term interests of their respective stockholders, (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, its respective business strategies and (iii) has approved, at meetings of each of such Boards of Directors, this Agreement. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to AFC's willingness to enter into this Agreement, AFC and LISB have entered into a stock option agreement (the "LISB Option Agreement"), pursuant to which LISB has granted to AFC an option to purchase shares of LISB's common stock, par value $0.01 per share (the "LISB Common Stock"), upon the terms and conditions therein contained and, as a condition and inducement to LISB's willingness to enter into this Agreement, LISB and AFC have entered into a stock option agreement (the "AFC Option Agreement") pursuant to which AFC has granted LISB an option to purchase shares of AFC common stock, par value $0.01 per share (the "AFC Common Stock") upon the terms and conditions therein contained. The parties hereto intend that the Merger shall qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), for federal income tax purposes, and that the Merger shall be treated as a "pooling-of-interests" for accounting purposes. Promptly following the consummation of the Merger, the parties hereto intend that The Long Island Savings Bank, FSB, a wholly owned subsidiary of LISB ("LISB Bank"), and Astoria Federal Savings and Loan Association, a wholly owned subsidiary of Astoria (the "Association") shall be merged (the "Bank Merger"). AFC and LISB desire to make certain representations, warranties and agreements in connection with the business combination transactions provided for herein and to prescribe various conditions to the transactions. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:
Monthly Statement The Contractor shall submit a statement to the Engineer at the end of each month, in a tabulated form approved by the Engineer, showing the amounts to which the Contractor considers himself to be entitled. The statement shall include the following items, as applicable; - the value of the Permanent Work executed up to the end of previous month - such an amount (not exceeding 75 percent of the value) as the Engineer may consider proper on account of materials for permanent work delivered by the Contractor in the site - such amount as the Engineer may consider fair and reasonable for any Temporary Works for which separate amounts are provided in the Bill of Quantities - adjustments under Clause 70 - any amount to be withheld under retention provisions of Sub-clause 60.3 - any other sum to which the Contractor may be entitled under the Contract If the Engineer disagrees with or cannot verify any part of the statement, the Contractor shall submit such further information as the Engineer may reasonably require and shall make such changes and corrections in the statement as may be directed by the Engineer. In cases where there is difference in opinion as to the value of any item, the Engineer’s view shall prevail.
PRELIMINARY STATEMENT (Terms used but not defined in this Preliminary Statement shall have the meanings specified in Article I hereof) The Depositor intends to sell pass-through certificates to be issued hereunder in multiple classes which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fund consisting primarily of the Mortgage Loans (including, in the case of the One Court Square Mortgage Loan, the One Court Square Trust REMIC Regular Interests). As provided herein, the Certificate Administrator will elect that two segregated portions of the Trust Fund (other than the Class A-S Specific Grantor Trust Assets, the Class B Specific Grantor Trust Assets, any Excess Interest Grantor Trust Assets, the Class C Specific Grantor Trust Assets, the Class EC Specific Grantor Trust Assets and the proceeds of the foregoing) be treated for federal income tax purposes as two separate REMICs (designated as the “Upper-Tier REMIC” and the “Lower-Tier REMIC”, respectively). The Regular Certificates and the Class EC Regular Interests will represent “regular interests” in the Upper-Tier REMIC, and the Upper-Tier Residual Interest will be the sole class of “residual interests” in the Upper-Tier REMIC. There are also (i) 12 classes of uncertificated Lower-Tier Regular Interests issued under this Agreement (designated as the Class XX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF and Class LG Interests), each of which will constitute a class of “regular interests” in the Lower-Tier REMIC, and (ii) the Lower-Tier Residual Interest, which will be the sole class of “residual interests” in the Lower-Tier REMIC. The Lower-Tier Regular Interests will be held by the Trustee as assets of the Upper-Tier REMIC. The Class R Certificates will represent both the Lower-Tier Residual Interest and the Upper-Tier Residual Interest. In addition, on October 13, 2015, NREC formed the One Court Square REMIC with respect to part of the One Court Square Loan Combination, which issued three pro rata and pari passu regular interests (the “One Court Square REMIC A-1 Regular Interest”, the “One Court Square REMIC A-2 Regular Interest” and the “One Court Square REMIC A-3 Regular Interest (each, a “One Court Square REMIC Regular Interest”, and collectively, the “One Court Square REMIC Regular Interests”). Each One Court Square REMIC Regular Interest has a principal balance set forth below and for tax reporting purposes will be entitled to principal and interest and any other amounts payable on the One Court Square REMIC Regular Interest in the same proportion that its principal balance bears to the aggregate principal balance all of the One Court Square REMIC Regular Interests, as set forth below: One Court Square REMIC Regular Interest Corresponding One Court Square promissory note(s) Initial Principal Balance One Court Square REMIC A-1 Regular Interest One Court Square Promissory Note A-1 $50,000,000 One Court Square REMIC A-2 Regular Interest One Court Square Promissory Note X-0, Xxx Xxxxx Xxxxxx Xxxxxxxxxx Xxxx X-0 $95,000,000 One Court Square REMIC A-3 Regular Interest One Court Square Promissory Note X-0, Xxx Xxxxx Xxxxxx Xxxxxxxxxx Xxxx X-0 $90,000,000 Each One Court Square REMIC Regular Interest holder will be the owner of a percentage interest, specified below, in its corresponding One Court Square Promissory Note(s) other than for tax reporting purposes. The promissory note designated as “Note A-5” (the “One Court Square Promissory Note A-5”), which evidences the One Court Square Mortgage Loan and will be contributed to the Trust, represents a 21.0526% ownership interest in the One Court Square REMIC A-2 Regular Interest and a 22.2222% ownership interest in the One Court Square REMIC A-3 Regular Interest. The promissory note designated as “Note A-1” (the “One Court Square Promissory Note A-1”), which evidences one of the One Court Square Companion Loans and is not an asset of the Trust, evidences 100.0000% ownership of the One Court Square REMIC A-1 Regular Interest. The promissory note designated as “Note A-2” (the “One Court Square Promissory Note A-2”), which evidences one of the One Court Square Companion Loans and is not an asset of the Trust, evidences 78.9474% ownership of the One Court Square REMIC A-2 Regular Interest. The promissory note designated as “Note A-3” (the “One Court Square Promissory Note A-3”), which evidences one of the One Court Square Companion Loans and is not an asset of the Trust, evidences 77.7778% ownership of the One Court Square REMIC A-3 Regular Interest. The promissory note designated as “Note A-4” (the “One Court Square Promissory Note A-4”), which evidences one of the One Court Square Companion Loans and is not an asset of the Trust and does not represent an ownership interest in any of the One Court Square REMIC Regular Interests or the One Court Square REMIC, was contributed to the Outside Securitization Trust related to the One Court Square Mortgage Loan. The residual interest in the One Court Square REMIC is not an asset of the Trust. The parties intend that (i) the portion of the Trust Fund representing the Class A-S Specific Grantor Trust Assets, the Class B Specific Grantor Trust Assets, the Class C Specific Grantor Trust Assets, the Class EC Specific Grantor Trust Assets, any Excess Interest Grantor Trust Assets and the proceeds of the foregoing will be treated as assets of a grantor trust under subpart E of Part I of subchapter J of the Code and (ii) the beneficial interests in such grantor trust will be represented by the Class A-S Certificates, the Class B Certificates, the Class C Certificates, the Class EC Certificates and any Excess Interest Certificates. UPPER-TIER REMIC The following table sets forth the Class designation, the approximate initial pass-through rate and the aggregate initial principal amount (the “Original Certificate Balance”) or, in the case of the Class X-A, Class X-B and Class X-D Certificates, notional amount (the “Original Notional Amount”), as applicable, for each Class of Certificates and each Class EC Regular Interest comprising or evidencing the interests in the Upper-Tier REMIC created hereunder: Class Designation Approximate Initial Pass-Through Rate (per annum) Original Certificate Balance / Original Notional Amount Class A-1 1.700% $13,614,000 Class A-2 2.743% $98,127,000 Class A-3 3.063% $175,000,000 Class A-4 3.329% $221,743,000 Class A-AB 3.127% $31,196,000 Class X-A(1) 1.718% $580,156,000 Class X-B(1) 0.565% $42,404,000 Class A-S Regular Interest 3.585% $40,476,000 Class B Regular Interest 4.271% $42,404,000 Class C Regular Interest 4.836% $38,548,000 Class D 2.804% $44,331,000 Class X-D(1) 2.032% $44,331,000 Class E 4.836% $19,274,000 Class F 4.836% $9,637,000 Class G 4.836% $36,622,163 Class R(2) N/A N/A
PRELIMINARY STATEMENTS Pursuant to that certain Agreement and Plan of Merger, dated as of January 27, 2016 (as amended, supplemented or modified from time to time, including all schedules and exhibits thereto, the “Merger Agreement”), by and among Nexstar Broadcasting Group, Inc., a Delaware corporation, Neptune Merger Sub, Inc., a Virginia corporation and a direct wholly-owned Subsidiary of Nexstar Borrower (the “Merger Sub”) and Media General, Inc., a Virginia corporation (“Media General”), the Nexstar Borrower will acquire (the “Acquisition”) Media General by causing Merger Sub to merge with and into Media General with Media General being the surviving corporation, on the terms and subject to the conditions set forth in the Merger Agreement. The Nexstar Borrower and the VIE Borrowers have requested the applicable lenders to extend credit to the applicable borrowers under various revolving credit facilities (including sub-facilities) and term facilities under a credit agreement with Nexstar Borrower and a credit agreement with each of the Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, including to refinance (i) the loans and borrowings of the Nexstar Borrower under the Fifth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the Nexstar Borrower, Nexstar Broadcasting Group, Inc., a Delaware corporation, the lenders from time to time party thereto and Bank of America, N.A. as administrative agent, collateral agent, letter of credit issuer and swing line lender (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Existing Nexstar Credit Agreement”), (ii) the loans and borrowings of the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the Borrower, the lenders from time to time party thereto and Bank of America, N.A. as administrative agent and collateral agent (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Existing Mission Credit Agreement”), (iii) the loans and borrowings of Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx Borrower, the lenders from time to time party thereto and Bank of America, N.A. as the administrative agent, the collateral agent and the letter of credit issuer (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Existing Xxxxxxxx Credit Agreement”), (iv) the loans and borrowings of WXXA-TV LLC, a Delaware limited liability company and WLAJ-TV LLC, a Delaware limited liability company (collectively, the “Shield Borrowers”) under the Credit Agreement dated as of July 31, 2013 by and among the Shield Borrowers, Shield Media LLC, a Delaware limited liability company and Shield Lansing LLC, a Delaware limited liability company (collectively, the “Shield Holdings”), the lenders from time to time party thereto, and Royal Bank of Canada, as the administrative agent and the collateral agent (the “Existing Shield Credit Agreement”) and (v) the loans and borrowings of Media General under the Amended and Restated Credit Agreement dated as of July 31, 2013 by and among Media General, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Royal Bank of Canada, as the administrative agent, the letter of credit issuer, the swing line lender and the collateral agent (the “Existing Media General Credit Agreement”). The Nexstar Borrower has agreed to guarantee, and cause Nexstar Media and certain of its Subsidiaries to guarantee, the obligations of each VIE Borrower under the applicable VIE Credit Agreement and certain hedging/cash management obligations of each such VIE Borrower. To the extent required under the Nexstar Credit Agreement, each VIE Borrower has agreed to guarantee, and cause certain of its Restricted Subsidiaries to guarantee, the Nexstar Borrower’s obligations under the Nexstar Credit Agreement and certain hedging/cash management obligations of the Nexstar Borrower. The lenders to the Nexstar Borrower and the lenders to each of the VIE Borrowers have agreed that (i) certain commitments and/or loans of the same Class under the applicable Group Credit Agreements shall be held on a pro rata basis among lenders of the applicable Class under such Group Credit Agreements, (ii) certain voting rights under the Group Credit Agreements shall be exercised on an aggregated basis among the lenders under the Group Credit Agreements, (iii) after the exercise of any remedy under any Group Credit Agreement or other Group Loan Document, all payments received by the Group Lenders shall be applied in accordance with the Intercreditor Agreement Among Group Lenders and (iv) they shall be otherwise bound by the terms of the Intercreditor Agreement Among Group Lenders. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
EXPLANATORY STATEMENT 6 A. Pursuant to Article II of Chapter 60 of the Harford County Code, as amended (the 7 “Act”), the County Council of Harford County, Maryland (the “County Council”) created the 8 Agricultural Land Preservation and Purchase of Development Rights Program to preserve 9 productive Agricultural Land and Woodland (each as defined in the Act), which provide for the 10 continued production of food and fiber for the citizens of the County.
Daily Statement On each Banking Day on which any Participating Funds have an outstanding repurchase transaction, Repo Custodian shall deliver by facsimile to Custodian and to the Participating Funds a statement identifying the Securities held by Repo Custodian with respect to such repurchase transaction and the cash and Cash Collateral, if any, held by Repo Custodian in the Transaction Account, including a statement of the then current Market Value of such Securities and the amounts, if any, credited to the Transaction Account as of the close of trading on the previous Banking Day. Repo Custodian shall also deliver to Custodian and the Participating Funds such additional statements as the Participating Funds may reasonably request.
INTRODUCTORY STATEMENTS 1. The Seller is the owner of the Receivables. The Seller proposes to sell to the Trust all of its right, title and interest in and to the Receivables and certain other property pursuant to the Sale and Servicing Agreement. The Trust will issue Notes pursuant to the Indenture.
Incorporation of Preliminary Statement The parties hereto acknowledge that the Preliminary Statement at the beginning of this Agreement constitutes a part of this Agreement.
Monthly Statements Each month we will send you a statement showing purchases, cash advances, payments, and credits made to your Account during the billing cycle, as well as your “New Balance”, any Finance Charge and any late charges. Your statement also will identify the minimum monthly payment you must make for that billing period and the date it is due. You agree to retain for statement verification copies of transaction slips resulting from each purchase, each advance, and other transactions on your Account. Unless you notify us of a billing error in accordance with the section entitled “Your Billing Rights”, you accept your monthly statement as an accurate statement of your Account with us.
Monthly Financial Reports Manager shall cause to be prepared and delivered to Tenant reasonably detailed unaudited monthly operating reports (the “Monthly Reports”) that reflect the operational results of the Managed Facility for each month of each Operating Year. Manager shall deliver each Monthly Report to Tenant on or before the twenty fifth (25th) day of the month following the month (or partial month) to which such Monthly Report relates. At a minimum, the Monthly Reports shall include: (a) a balance sheet including current and prior month and prior year-end comparisons (to the extent applicable) and differences in reasonable detail; (b) an income and expense statement for such month and for the elapsed portion of the current Operating Year through the end of such month (with comparison to previous year); (c) a statement of cash flows for such month and for the elapsed portion of the current Operating Year through the end of such month (with comparison to previous year) in reasonable detail to allow Tenant to identify and ascertain sources and uses thereof; (d) a statement of account balances in each Bank Account; and (e) such other reports or information otherwise specified in this Agreement to be provided to Tenant on a monthly basis or as Tenant and Manager may reasonably agree from time to time. Notwithstanding anything to the contrary contained in this Section 10.2, Manager shall not be obligated to deliver a Monthly Report for the last month of each calendar quarter.
