Preliminary Structure Selection Report. City Manager Meeting - LORIS and BHA will present the three bridge options at a City Manager Meeting in Ft. Xxxxxxx, if requested. The presentation will include the colored boards and cost opinions.
Preliminary Structure Selection Report Sample Clauses
Related to Preliminary Structure Selection Report
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)
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:
SOFTWARE SECURITY If applicable, BA warrants that software security features will be compatible with the CE’s HIPAA compliance requirements. This HIPAA Business Associate Agreement-Addendum shall supersede any prior HIPAA Business Associate Agreements between CE and BA.
Trust Indenture Act Section Indenture Section 310(a)(1) 7.09 (a)(2) 7.09 (a)(3) N.A.
Future Services The Consultant acknowledges each of the following with regard to performing future services for the City: • The Consultant’s performance of the services required by this Agreement may create an actual or appearance of a conflict of interest with regard to the Consultant performing or participating in the performance of some related future services, particularly if the services required by this Agreement comprise one element or aspect of a multi-phase process or project; • Such an actual or appearance of a conflict of interest would be a ground for the City to disqualify the Consultant from performing or participating in the performance of such future services; and • The Consultant is solely responsible for considering what potential conflicts of interest, if any, performing the services required by this Agreement might have on its ability to obtain contracts to perform future services.
Definition of Reportable Event For purposes of this CIA, a “Reportable Event” means anything that involves: a. a substantial Overpayment; b. a matter that a reasonable person would consider a probable violation of criminal, civil, or administrative laws applicable to any Federal health care program for which penalties or exclusion may be authorized; c. the employment of or contracting with a Covered Person who is an Ineligible Person as defined by Section III.G.1.a; or d. the filing of a bankruptcy petition by Good Shepherd. A Reportable Event may be the result of an isolated event or a series of occurrences.
BACKGROUND STATEMENT The Borrower has requested that the Lenders make available a revolving credit facility in the aggregate principal amount of $400,000,000. The Lenders are willing to make available to the Borrower the revolving credit facility provided for herein subject to and on the terms and conditions set forth in this Agreement.
Use; Quality Control a. Neither party may alter the other party’s trademarks from the form provided and must comply with removal requests as to specific uses of its trademarks or logos. b. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party’s trademarks only in good faith and in a dignified manner consistent with such party’s use of the trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated.
CROSS-REFERENCE TABLE TIA Section Indenture Section
Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures (a) The Statement for each series of MuniPreferred will provide that the Applicable Rate for such series for each Subsequent Rate Period thereof shall, except under certain conditions, be the rate per annum that a bank or trust company appointed by the Fund advises results from implementation of the Auction Procedures for such series. The Board of Directors or Board of Trustees, as the case may be, of the Fund has adopted a resolution appointing the Auction Agent as auction agent for purposes of the Auction Procedures for each series of MuniPreferred. The Auction Agent accepts such appointment and agrees to follow the procedures set forth in this Section 2 and the Auction Procedures for the purpose of determining the Applicable Rate for each series of MuniPreferred for each Subsequent Rate Period thereof for which the Applicable Rate is to be determined by an Auction. Each periodic implementation of such procedures is hereinafter referred to as an "Auction." (b) All of the provisions contained in the Auction Procedures and the Settlement Procedures are incorporated herein by reference in their entirety and shall be deemed to be a part hereof to the same extent as if such provisions were fully set forth herein.
