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Introductory Period The first 120 calendar days of continuous employment with the employer shall be considered an introductory period. During or at the conclusion of the introductory period, the Employer may decide to terminate the employment relationship for any reason without notice or pay in lieu of notice, and such termination shall not be subject to the grievance procedure. The introductory period, with mutual agreement between the Employer and the Union, may be an extended for up to 60 additional days.
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:
Introductory Caterpillar Financial Funding Corporation, a Nevada corporation (the "Depositor"), proposes to cause Caterpillar Financial Asset Trust 2007-A (the "Issuing Entity") to issue $19,798,000 aggregate principal amount of Class B 6.18% Asset Backed Notes (the "Class B Notes") and to sell the Class B Notes to Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (the "Underwriter"). The assets of the Issuing Entity will include, among other things, a pool of fixed-rate retail installment sale contracts and finance leases (the "Receivables") secured by new and used machinery manufactured primarily by Caterpillar Inc. ("Caterpillar"), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed by the Receivables (the "Financed Equipment"), and the proceeds thereof. The Receivables will be transferred to the Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the "Servicer" or "CFSC"). The Notes will be issued pursuant to the Indenture to be dated as of September 1, 2007 (as amended and supplemented from time to time, the "Indenture"), between the Issuing Entity and U.S. Bank National Association, a national banking association (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Class B Notes as contemplated herein, the Issuing Entity will issue $150,000,000 aggregate principal amount of Class A-1 5.67225% Asset Backed Notes (the "Class A-1 Notes"), $75,000,000 aggregate principal amount of Class A-2a 5.40% Asset Backed Notes (the "Class A-2a Notes"), $126,000,000 aggregate principal amount of Class A-2b Floating Rate Asset Backed Notes (the "Class A-2b Notes," and together with the Class A-2a Notes, the “Class A-2 Notes”), $134,050,000 aggregate principal amount of Class A-3a 5.34% Asset Backed Notes (the "Class A-3a Notes") and $155,000,000 aggregate principal amount of Class A-3b Floating Rate Asset Backed Notes (the "Class A-3b Notes," and together with the Class A-3a Notes, the “Class A-3 Notes," together with the Class A-1 Notes and the Class A-2 Notes, the "Class A Notes," and together with the Class B Notes, the "Notes") and Asset Backed Certificates (the "Certificates") each such certificate representing a fractional undivided interest in the Issuing Entity. The Class A Notes will be sold pursuant to an underwriting agreement (the "Class A Note Underwriting Agreement," together with this Agreement, the "Underwriting Agreements") among the Depositor and the underwriters named in Schedule I thereto. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of September 1, 2007 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Issuing Entity, the Depositor and the Servicer or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of September 27, 2007 (as amended and supplemented from time to time, the "Trust Agreement"), between the Depositor and The Bank of New York (Delaware), a Delaware banking corporation, and an affiliate of The Bank of New York, a New York banking corporation, as owner trustee under the Trust Agreement (the "Owner Trustee").
Introductory Paragraph—Original THIS GUARANTY (this “Guaranty”), dated as of , 20 , is made by (the “Guarantor”), a organized and existing under the laws of , in favor of Ameren Illinois Company d/b/a Ameren Illinois (the “Guaranteed Party”), a corporation organized and existing under the laws of the State of Illinois. Terms not defined herein shall have the meanings given to them in the [ ] dated , 20 (as amended, modified or extended from time to time, the “Agreement”), between the Guaranteed Party and , a organized and existing under the laws of (the “Counterparty”). This Guaranty is made by Guarantor in consideration for, and as an inducement for the Guaranteed Party to enter into, the Agreement with the Counterparty. Guarantor, subject to the terms and conditions hereof, hereby unconditionally, irrevocably and absolutely guarantees to the Guaranteed Party the full and prompt payment and performance when due, subject to any applicable grace period, of all payment obligations of the Counterparty to the Guaranteed Party arising out of the Agreement. Without limiting the generality of the foregoing, Guarantor further agrees 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.
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
Introductory Provisions 1.1.On December 3, 2019, the Contracting Parties entered into the Standard License Agreement which defines the conditions of cooperation and rights and duties of the Contracting Parties while providing defined Licensed Materials (hereinafter referred to as the “Agreement”). Agreement was published in the Register of Contracts on December 3, 2019 with the ID of contract 10182200. 10.1 of the Agreement. Amendment does not change the original Agreement in any other way than by adjusting the aforementioned date. The Prices and other terms and conditions remain unchanged.
MODEL PREAMBLES The tenderer is referred to the "Model Preambles for Trades 2008" for supplementary and comprehensive expansion of descriptions, appropriate provision for which shall be deemed to have been included in all relevant rates SUPPLEMENTARY PREAMBLES Proprietary products in descriptions: Proprietary products shall be used as specified. Substitute products of similar quality and specification may only be used with prior approval by the Principal Agent. Nature of material to be excavated: The material to be excavated is assumed to be predominantly of a composition that will allow excavation in "earth" as specified, but including a percentage of excavation in "soft rock" and "hard rock". Carting away of excavated material: Descriptions of carting away of excavated material shall be deemed to include loading excavated material onto trucks directly from the excavations, or alternatively, from stock piles situated on the building site. Carried to Collection R
CAUTIONARY STATEMENT Certain statements found in this document may constitute “forward-looking statements” as defined in the U.S. Private Securities Litigation Reform Act of 1995. Such “forward-looking statements” reflect management’s current views with respect to certain future events and financial performance and include any statement that does not directly relate to any historical or current fact. Words such as “anticipate,” “believe,” “expect,” “estimate,” “forecast,” “intend,” “plan,” “project” and similar expressions which indicate future events and trends may identify “forward-looking statements.” Such statements are based on currently available information and are subject to various risks and uncertainties that could cause actual results to differ materially from those projected or implied in the “forward-looking statements” and from historical trends. Certain “forward-looking statements” are based upon current assumptions of future events which may not prove to be accurate. Undue reliance should not be placed on “forward-looking statements,” as such statements speak only as of the date of this document. Factors that could cause actual results to differ materially from those projected or implied in any “forward-looking statement” and from historical trends include, but are not limited to: • economic conditions, including consumer spending and plant and equipment investment in Hitachi’s major markets, particularly Japan, Asia, the United States and Europe, as well as levels of demand in the major industrial sectors Hitachi serves, including, without limitation, the information, electronics, automotive, construction and financial sectors; • exchange rate fluctuations of the yen against other currencies in which Hitachi makes significant sales or in which Hitachi’s assets and liabilities are denominated, particularly against the U.S. dollar and the euro; • uncertainty as to Hitachi’s ability to access, or access on favorable terms, liquidity or long-term financing; • uncertainty as to general market price levels for equity securities, declines in which may require Hitachi to write down equity securities that it holds; • the potential for significant losses on Hitachi’s investments in equity method affiliates; • increased commoditization of information technology products and digital media-related products and intensifying price competition for such products, particularly in the Digital Media & Consumer Products segment; • uncertainty as to Hitachi’s ability to continue to develop and market products that incorporate new technologies on a timely and cost-effective basis and to achieve market acceptance for such products; • rapid technological innovation; • the possibility of cost fluctuations during the lifetime of, or cancellation of, long-term contracts for which Hitachi uses the percentage-of-completion method to recognize revenue from sales; • fluctuations in the price of raw materials including, without limitation, petroleum and other materials, such as copper, steel, aluminum, synthetic resins, rare metals and rare-earth minerals, or shortages of materials, parts and components; • fluctuations in product demand and industry capacity; • uncertainty as to Hitachi’s ability to implement measures to reduce the potential negative impact of fluctuations in product demand, exchange rates and/or price of raw materials or shortages of materials, parts and components; • uncertainty as to Hitachi’s ability to achieve the anticipated benefits of its strategy to strengthen its Social Innovation Business; • uncertainty as to the success of restructuring efforts to improve management efficiency by divesting or otherwise exiting underperforming businesses and to strengthen competitiveness; • uncertainty as to the success of cost reduction measures; • general socioeconomic and political conditions and the regulatory and trade environment of countries where Hitachi conducts business, particularly Japan, Asia, the United States and Europe, including, without limitation, direct or indirect restrictions by other nations on imports and differences in commercial and business customs including, without limitation, contract terms and conditions and labor relations; • uncertainty as to the success of alliances upon which Hitachi depends, some of which Hitachi may not control, with other corporations in the design and development of certain key products; • uncertainty as to Hitachi’s access to, or ability to protect, certain intellectual property rights, particularly those related to electronics and data processing technologies; • uncertainty as to the outcome of litigation, regulatory investigations and other legal proceedings of which the Company, its subsidiaries or its equity method affiliates have become or may become parties; • the possibility of incurring expenses resulting from any defects in products or services of Hitachi; • the possibility of disruption of Hitachi’s operations by earthquakes, tsunamis or other natural disasters; • uncertainty as to Hitachi’s ability to maintain the integrity of its information systems, as well as Hitachi’s ability to protect its confidential information or that of its customers; • uncertainty as to the accuracy of key assumptions Hitachi uses to evaluate its significant employee benefit-related costs; and • uncertainty as to Hitachi’s ability to attract and retain skilled personnel. The factors listed above are not all-inclusive and are in addition to other factors contained in other materials published by Hitachi.