Single Certificate A Single Certificate for the Class A-1 Certificates represents a $25,000 Denomination. A Single Certificate for the Class B-1, Class B-2 and Class B-3 Certificates represents a $100,000 Denomination. A Single Certificate for the Class B-4, Class B-5 and Class B-6 Certificates represents a $250,000 Denomination. A Single Certificate for the Class A-R Certificate represents a $100 Denomination.
Class PO Certificates Private Certificates..................................... Class P, Class B-4, Class B-5 and Class B-6 Certificates. Rating Agencies.......................................... Fitch and S&P. Regular Certificates..................................... All Classes of Certificates other than the Class A-R Certificates. Residual Certificate..................................... Class A-R Certificates.
Closing Certificates The Administrative Agent shall have received a certificate of the Credit Parties, dated the Original Closing Date, substantially in the form of Exhibit I to the Original Credit Agreement, with appropriate insertions, executed by the President or any Vice President and the Secretary or any Assistant Secretary of each Credit Party, and attaching the documents referred to in Section 6.7.
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:
Final Distribution on the Certificates If on any Determination Date, the Master Servicer determines that there are no Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other than the funds in the Certificate Account, the Master Servicer shall direct the Trustee promptly to send a final distribution notice to each Certificateholder. If the Master Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section 9.1, at least 20 days prior to the date notice is to be mailed to the affected Certificateholders, the Master Servicer shall notify the Depositor and the Trustee of the date the Master Servicer intends to terminate the Trust Fund and of the applicable repurchase price of the Mortgage Loans and REO Properties. Notice of any termination of the Trust Fund, specifying the Distribution Date on which Certificateholders may surrender their Certificates for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders mailed not earlier than the 10th day and no later than the 15th day of the month next preceding the month of such final distribution. Any such notice shall specify (a) the Distribution Date upon which final distribution on the Certificates will be made upon presentation and surrender of Certificates at the office therein designated, (b) the amount of such final distribution, (c) the location of the office or agency at which such presentation and surrender must be made, and (d) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office therein specified. The Master Servicer will give such notice to each Rating Agency at the time such notice is given to Certificateholders. In the event such notice is given, the Master Servicer shall cause all funds in the Certificate Account to be remitted to the Trustee for deposit in the applicable subaccounts of the Distribution Account on the Business Day prior to the applicable Distribution Date in an amount equal to the final distribution in respect of the Certificates. Upon such final deposit with respect to the Trust Fund and the receipt by the Trustee of a Request for Release therefor, the Trustee shall promptly release to the Master Servicer the Mortgage Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to the Certificateholders of each Class, in the order set forth in Section 4.2 hereof, on the final Distribution Date, in the case of the Certificateholders, in proportion to their respective Percentage Interests, with respect to Certificateholders of the same Class, an amount equal to (i) as to each Class of Regular Certificates, the Class Certificate Balance thereof plus accrued interest thereon in the case of an interest bearing Certificate, and (ii) as to the Residual Certificates, the amount, if any, which remains on deposit in the Distribution Account (other than the amounts retained to meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall not surrender Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within six months after the second notice all the applicable Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain a part of the Trust Fund. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Holders of each of the Class I-A-R Certificates shall be entitled to all unclaimed funds and other assets of the Trust Fund, held for distribution to such Certificateholders, which remain subject hereto.
Additional Certificates The Company shall have furnished to the Agents such certificate or certificates, in addition to those specifically mentioned herein, as the Agents may have reasonably requested as to the accuracy and completeness at each Representation Date of any statement in the Registration Statement or the Prospectuses or any documents filed under the Exchange Act and Canadian Securities Laws and deemed to be incorporated by reference into the Prospectuses, as to the accuracy at such Representation Date of the representations and warranties of the Company herein, as to the performance by the Company of its obligations hereunder, or as to the fulfillment of the conditions concurrent and precedent to the obligations hereunder of the Agents.
Membership Certificates This LLC shall be authorized to obtain and issue certificates representing or certifying membership interests in this LLC. Each certificate shall show the name of the LLC, the name of the member, and state that the person named is a member of the LLC and is entitled to all the rights granted members of the LLC under the Articles of Organization, Certificate of Formation or a similar organizational document, this operating agreement and provisions of law. Each membership certificate shall be consecutively numbered and signed by one or more officers of this LLC. The certificates shall include any additional information considered appropriate for inclusion by the members on membership certificates. In addition to the above information, all membership certificates shall bear a prominent legend on their face or reverse side stating, summarizing or referring to any transfer restrictions that apply to memberships in this LLC under the Articles of Organization, Certificate of Formation or a similar organizational document and/or this operating agreement, and the address where a member may obtain a copy of these restrictions upon request from this LLC. The records book of this LLC shall contain a list of the names and addresses of all persons to whom certificates have been issued, show the date of issuance of each certificate, and record the date of all cancellations or transfers of membership certificates.
Class R Certificates Subordinated Certificates.... Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates.
PRELIMINARY STATEMENT The Depositor has acquired the Mortgage Loans from the Seller and at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the Trustee as consideration for the Depositor’s transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund. All covenants and agreements made by the Depositor, the Master Servicer, the Securities Administrator and the Trustee herein, with respect to the Mortgage Loans and the other property constituting the Trust Fund, are for the benefit of the Holders from time to time of the Certificates. The Depositor, the Trustee, the Master Servicer and the Securities Administrator are entering into this Agreement, and the Trustee is accepting the Trust Fund created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Additional Collateral, (ii) the Swap Agreement, (iii) the Interest Rate Cap Agreement, (iv) the Supplemental Interest Trust, (v) payments with respect to Basis Risk Shortfall Carryover Amounts, and (vi) payments with respect to Class I Shortfalls (collectively, the “Excluded Trust Property”) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each, a “REMIC” or, in the alternative, “Lower-Tier REMIC 1”, “Middle-Tier REMIC 1,” “Lower-Tier REMIC 2” and the “Upper-Tier” or “Master” REMIC”). Each Certificate (other than the Exchangeable Certificates, the Exchangeable REMIC Certificates and the Class A-R Certificate) and each Uncertificated REMIC Interest shall represent ownership of one or more regular interests in the Upper-Tier REMIC for purposes of the REMIC Provisions. The Class A-R Certificate represents ownership of the sole class of residual interest in the Upper-Tier REMIC. The Upper-Tier REMIC shall hold as assets the several classes of uncertificated Middle-Tier Interests in Middle-Tier REMIC 1 and Lower-Tier REMIC 2 (other than the Class MT1-A-R and LT2-A-R Interests). Middle-Tier REMIC 1 shall hold as assets the several classes of uncertificated Lower-Tier REMIC Interests in Lower-Tier REMIC 1 (other than the Class LT1-A-R Interests). Each Middle-Tier REMIC 1 Interest (other than the Class MT1-A-R Interest) is hereby designated as a regular interest in Middle-Tier REMIC 1. Lower-Tier REMIC 1 shall hold as assets all property of the Trust Fund relating to Pool 1 (except for any related Excluded Trust Property). Lower-Tier REMIC 2 shall hold as assets all property of the Trust Fund relating to Aggregate Pool A (except for any related Excluded Trust Property). Each Lower-Tier REMIC 1 Interest (other than the Class LT1-A-R Interest) is hereby designated as a regular interest in Lower-Tier REMIC 1. Each Lower-Tier REMIC 2 Interest (other than the Class LT2-A-R Interest) is hereby designated as a regular interest in the Lower-Tier REMIC 2. The latest possible maturity date of all REMIC regular interests created in this Agreement shall be the Latest Possible Maturity Date. The following table sets forth the designations, principal balances, and interest rates for each interest in Lower-Tier REMIC 1, each of which (other than the 1-LT-R interest) is hereby designated as a regular interest in Lower-Tier REMIC 1 (the “Lower-Tier REMIC 1 Regular Interests”): LT1-A (1) (2) LT1-F1 $ 8,839,749.05 (3) LT1-V1 $ 8,839,749.05 (4) LT1-F2 $ 8,580,345.29 (3) LT1-V2 $ 8,580,345.29 (4) LT1-F3 $ 8,328,679.60 (3) LT1-V3 $ 8,328,679.60 (4) LT1-F4 $ 8,084,393.10 (3) LT1-V4 $ 8,084,393.10 (4) LT1-F5 $ 7,847,269.50 (3) LT1-V5 $ 7,847,269.50 (4) LT1-F6 $ 7,617,098.80 (3) LT1-V6 $ 7,617,098.80 (4) LT1-F7 $ 7,393,677.19 (3) LT1-V7 $ 7,393,677.19 (4) LT1-F8 $ 7,176,806.82 (3) LT1-V8 $ 7,176,806.82 (4) LT1-F9 $ 7,003,729.51 (3) LT1-V9 $ 7,003,729.51 (4) LT1-F10 $ 6,760,820.27 (3) LT1-V10 $ 6,760,820.27 (4) LT1-F11 $ 6,588,197.26 (3) LT1-V11 $ 6,588,197.26 (4) LT1-F12 $ 6,369,258.51 (3) LT1-V12 $ 6,369,258.51 (4) LT1-F13 $ 6,182,428.04 (3) LT1-V13 $ 6,182,428.04 (4) LT1-F14 $ 6,001,076.10 (3) LT1-V14 $ 6,001,076.10 (4) LT1-F15 $ 5,825,042.11 (3) LT1-V15 $ 5,825,042.11 (4) LT1-F16 $ 5,682,827.90 (3) LT1-V16 $ 5,682,827.90 (4) LT1-F17 $ 5,525,821.98 (3) LT1-V17 $ 5,525,821.98 (4) LT1-F18 $ 5,357,224.26 (3) LT1-V18 $ 5,357,224.26 (4) LT1-F19 $ 5,353,180.63 (3) LT1-V19 $ 5,353,180.63 (4) LT1-F20 $ 5,918,343.59 (3) LT1-V20 $ 5,918,343.59 (4) LT1-F21 $ 6,341,523.53 (3) LT1-V21 $ 6,341,523.53 (4) LT1-F22 $ 5,117,075.97 (3) LT1-V22 $ 5,117,075.97 (4) LT1-F23 $ 4,501,380.99 (3) LT1-V23 $ 4,501,380.99 (4) LT1-F24 $ 4,387,241.82 (3) LT1-V24 $ 4,387,241.82 (4) LT1-F25 $ 4,240,619.41 (3) LT1-V25 $ 4,240,619.41 (4) LT1-F26 $ 4,156,369.92 (3) LT1-V26 $ 4,156,369.92 (4) LT1-F27 $ 4,030,132.48 (3) LT1-V27 $ 4,030,132.48 (4) LT1-F28 $ 4,777,524.21 (3) LT1-V28 $ 4,777,524.21 (4) LT1-F29 $ 5,068,330.36 (3) LT1-V29 $ 5,068,330.36 (4) LT1-F30 $ 5,062,104.32 (3) LT1-V30 $ 5,062,104.32 (4) LT1-F31 $ 3,559,434.68 (3) LT1-V31 $ 3,559,434.68 (4) LT1-F32 $ 4,104,339.17 (3) LT1-V32 $ 4,104,339.17 (4) LT1-F33 $ 3,899,611.16 (3) LT1-V33 $ 3,899,611.16 (4) LT1-F34 $ 4,532,249.11 (3) LT1-V34 $ 4,532,249.11 (4) LT1-F35 $ 3,029,236.62 (3) LT1-V35 $ 3,029,236.62 (4) LT1-F36 $ 2,877,585.90 (3) LT1-V36 $ 2,877,585.90 (4) LT1-F37 $ 1,802,385.18 (3) LT1-V37 $ 1,802,385.18 (4) LT1-F38 $ 2,665,105.24 (3) LT1-V38 $ 2,665,105.24 (4) LT1-F39 $ 2,614,066.92 (3) LT1-V39 $ 2,614,066.92 (4) LT1-F40 $ 2,554,422.76 (3) LT1-V40 $ 2,554,422.76 (4) LT1-F41 $ 2,479,467.99 (3) LT1-V41 $ 2,479,467.99 (4) LT1-F42 $ 2,406,711.76 (3) LT1-V42 $ 2,406,711.76 (4) LT1-F43 $ 2,336,089.58 (3) LT1-V43 $ 2,336,089.58 (4) LT1-F44 $ 2,267,538.92 (3) LT1-V44 $ 2,267,538.92 (4) LT1-F45 $ 2,220,879.43 (3) LT1-V45 $ 2,220,879.43 (4) LT1-F46 $ 2,152,306.93 (3) LT1-V46 $ 2,152,306.93 (4) LT1-F47 $ 2,072,669.55 (3) LT1-V47 $ 2,072,669.55 (4) LT1-F48 $ 2,086,911.91 (3) LT1-V48 $ 2,086,911.91 (4) LT1-F49 $ 2,055,923.79 (3) LT1-V49 $ 2,055,923.79 (4) LT1-F50 $ 2,009,697.64 (3) LT1-V50 $ 2,009,697.64 (4) LT1-F51 $ 2,082,180.49 (3) LT1-V51 $ 2,082,180.49 (4) LT1-F52 $ 3,150,527.12 (3) LT1-V52 $ 3,150,527.12 (4) LT1-F53 $ 4,318,974.64 (3) LT1-V53 $ 4,318,974.64 (4) LT1-F54 $ 3,928,556.80 (3) LT1-V54 $ 3,928,556.80 (4) LT1-F55 $ 4,430,347.47 (3) LT1-V55 $ 4,430,347.47 (4) LT1-F56 $ 7,977,371.83 (3) LT1-V56 $ 7,977,371.83 (4) LT1-F57 $ 12,918,085.11 (3) LT1-V57 $ 12,918,085.11 (4) LT1-F58 $ 8,639,565.59 (3) LT1-V58 $ 8,639,565.59 (4) LT1-F59 $ 1,176,737.27 (3) LT1-V59 $ 1,176,737.27 (4) LT1-F60 $ 483,698.91 (3) LT1-V60 $ 483,698.91 (4) LT1-F61 $ 389,529.42 (3) LT1-V61 $ 389,529.42 (4) LT1-F62 $ 378,094.48 (3) LT1-V62 $ 378,094.48 (4) LT1-F63 $ 366,995.07 (3)
Calculations and Certificates 34.1 ACCOUNTS In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are PRIMA FACIE evidence of the matters to which they relate.