PURCHASE AND SALE OF CLASS. A-1 NOTES
PURCHASE AND SALE OF CLASS. A-1 NOTES 2 SECTION 2.01 The Initial Advance Note Purchase 2 SECTION 2.02 Advances 3 SECTION 2.03 Borrowing Procedures 4 SECTION 2.04 The Series 2007-1 Class A-1 Notes 6 SECTION 2.05 Reduction in Commitments 6 SECTION 2.06 Swingline Commitment 9 SECTION 2.07 L/C Commitment 13 SECTION 2.08 L/C Reimbursement Obligations 16 SECTION 2.09 L/C Participations 19 ARTICLE III INTEREST AND FEES 20 SECTION 3.01 Interest 20 SECTION 3.02 Fees 22 SECTION 3.03 Eurodollar Lending Unlawful 22 SECTION 3.04 Deposits Unavailable 23 SECTION 3.05 Increased Costs, etc. 23 SECTION 3.06 Funding Losses 23 SECTION 3.07 Increased Capital Costs 24 SECTION 3.08 Taxes 25 SECTION 3.09 Change of Lending Office 27 ARTICLE IV OTHER PAYMENT TERMS 27 SECTION 4.01 Time and Method of Payment 27 SECTION 4.02 Order of Distributions 28 SECTION 4.03 L/C Cash Collateral 28 ARTICLE V THE ADMINISTRATIVE AGENT AND THE FUNDING AGENTS 29 SECTION 5.01 Authorization and Action of the Administrative Agent 29 SECTION 5.02 Delegation of Duties 29 SECTION 5.03 Exculpatory Provisions 30 SECTION 5.04 Reliance 30 SECTION 5.05 Non-Reliance on the Administrative Agent and Other Purchasers 30 SECTION 5.06 The Administrative Agent in its Individual Capacity 31 SECTION 5.07 Successor Administrative Agent 31 SECTION 5.08 Authorization and Action of Funding Agents 31 SECTION 5.09 Delegation of Duties 32 SECTION 5.10 Exculpatory Provisions 32 SECTION 5.11 Reliance 33 SECTION 5.12 Non-Reliance on the Funding Agent and Other Purchasers 33 SECTION 5.13 The Funding Agent in its Individual Capacity 33 SECTION 5.14 Successor Funding Agent 33 ARTICLE VI REPRESENTATIONS AND WARRANTIES 34 SECTION 6.01 The Co-Issuers 34 SECTION 6.02 Master Servicer 35 SECTION 6.03 Lender Parties 35 ARTICLE VII CONDITIONS 37 SECTION 7.01 Conditions to Purchase and Effectiveness 37 SECTION 7.02 Conditions to Initial Extensions of Credit 37 SECTION 7.03 Conditions to Each Extension of Credit 38 ARTICLE VIII COVENANTS 39 SECTION 8.01 Covenants 39 ARTICLE IX MISCELLANEOUS PROVISIONS 41 SECTION 9.01 Amendments 41 SECTION 9.02 No Waiver; Remedies 42 SECTION 9.03 Binding on Successors and Assigns 42 SECTION 9.04 Survival of Agreement 43 SECTION 9.05 Payment of Costs and Expenses; Indemnification 43 SECTION 9.06 Characterization as Related Document; Entire Agreement 46 SECTION 9.07 Notices 46 SECTION 9.08 Severability of Provisions 47 SECTION 9.09 Tax Characterization 47 SECTION 9.10 No Proceedings; Limited Recourse 47 SECTION 9.11 Confidentiality 48 SECTI...
PURCHASE AND SALE OF CLASS. A Common Stock from the Selling ---------------------------------------------------------- Stockholders. Subject to the terms and conditions herein set forth, the Selling ------------ Stockholders agree, severally and not jointly, to sell to each Purchaser, and each Purchaser, severally and not jointly, agrees to purchase from the Selling Stockholders, on the Closing Date the aggregate number of shares of Class A Common Stock set forth opposite such Purchaser's name on Schedule 2.1 hereto ------------ (which share numbers are pre-Reverse Split), for the aggregate purchase price set forth opposite such Purchaser's name on Schedule 2.1 hereto (all of the ------------ shares of Class A Common Stock being purchased pursuant to Section 2.2 being referred to herein as the "Stockholder Purchased Shares"; and together with the --------------------------- Company Purchased Shares, the "Purchased Shares"). ----------------
PURCHASE AND SALE OF CLASS. A-1 NOTES 2 SECTION 2.01 The Initial Advance Note Purchase 2 SECTION 2.02 Advances 3 SECTION 2.03 Borrowing Procedures 4 SECTION 2.04 The Series 2007-1 Class A-1 Notes 6 SECTION 2.05 Reduction in Commitments 7 SECTION 2.06 Swingline Commitment 11 SECTION 2.07 L/C Commitment 15 SECTION 2.08 L/C Reimbursement Obligations 18 SECTION 2.09 L/C Participations 20 SECTION 2.10 Cash Collateralization of Existing Letters of Credit 22 ARTICLE III INTEREST AND FEES 23 SECTION 3.01 Interest 23 SECTION 3.02 Fees 24 SECTION 3.03 Eurodollar Lending Unlawful 25 SECTION 3.04 Deposits Unavailable 26 SECTION 3.05 Increased Costs, etc. 26 SECTION 3.06 Funding Losses 27 SECTION 3.07 Increased Capital Costs 27 SECTION 3.08 Taxes 28 SECTION 3.09 Change of Lending Office 30 ARTICLE IV OTHER PAYMENT TERMS 31 SECTION 4.01 Time and Method of Payment 31 SECTION 4.02 Order of Distributions 31 SECTION 4.03 L/C Cash Collateral 32 ARTICLE V THE CLASS A-1 ADMINISTRATIVE AGENT AND THE FUNDING AGENTS 32
PURCHASE AND SALE OF CLASS. A Common Stock from the Company. Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, agrees to purchase from the Company, on the Closing Date the percentage of the aggregate number of shares of Class A Common Stock being sold and determined pursuant to the next sentence of this Section 2.1 as is set forth opposite such Purchaser's name on Schedule 2.1 hereto (which shall be updated in accordance with Section 8.2 hereof to the extent necessary by the Purchasers and such updated Schedule will be delivered to the Company no later than the Business Day prior to the Closing Date). The shares of Class A Common Stock being purchased pursuant to this Section 2.1 are collectively referred to herein as the "Purchased Shares"). For purposes of this Agreement, the aggregate number of all Purchased Shares shall be equal to (rounded to the nearest whole share) the quotient obtained by dividing (x) 75,000,000 by (y) the "initial public offering price per share" of Class A Common Stock as set forth on the front cover of the final prospectus contained in the Company's Registration Statement on Form S-1 (333-122565).
PURCHASE AND SALE OF CLASS. B NOTES SECTION 2.1 The Commitments..........................................1 SECTION 2.2 Funding Mechanics........................................2 SECTION 2.3 Pricing..................................................2 SECTION 2.4 Taxes ...................................................3
