applicable Terms Agreement means the Terms Agreement dated the date hereof. To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other Series, Class or Tranche of Notes issued by the Issuer. The Bank has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number stated in the applicable Terms Agreement), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Act, is referred to in this Agreement as the “Registration Statement.” The Bank proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.” Upon the execution of the applicable Terms Agreement, the Bank agrees with the Underwriters as follows:
First Amendment Closing Date has the meaning assigned to such term in the First Amendment.
Second Amendment Closing Date has the meaning assigned to such term in the Second Amendment.
Third Amendment Closing Date has the meaning assigned to such term in the Third Amendment.
Delivery Terms as defined in Section 10.1;
Fourth Amendment Closing Date the date on which all the conditions precedent set forth in Section 3 of the Fourth Amendment shall be satisfied or waived.
Existing Term Loan Agreement has the meaning set forth in the recitals hereto.
Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.
Amendment Closing Date means the first date that all the conditions precedent set forth in this Amendment are satisfied or waived in accordance herewith.
Original Facility Agreement means the facility agreement dated 19 December 2018 and made between, amongst others, (i) the Borrower, (ii) the Lenders, (iii) the Mandated Lead Arrangers, (iv) the Facility Agent and the SACE Agent and (v) the Security Trustee.
Loan Purchase Agreement The Loan Purchase Agreement described in the Recitals to this Agreement, which Loan Purchase Agreement incorporates the terms of the Aurora Loan Services Seller Guide, as the same may be amended from time to time.
State Orig Term Prod Code: Sr Orig Amount: P&&I: Prop Type: Sevicer Loan Address: Rem Term: Occp Code: Appr Value: Note Date: Debt Cr. CITY: Zip Code: Purpose: Curr CLTV: Prin Maturity Lien 3390919 Xxxx CA 181 6 $250,706.00 $92,000.00 $1,009.85 0 000000000000000 00 Xxxxxxx Xxxxx 180 1 $365,000.00 04/05/2000 44 683 Trabuco Canyon 92679 02 10.38 94 $91,785.57 05/01/2015 2 3391024 Xxxxx CA 181 6 $207,000.00 $55,000.00 $664.52 1 000000000000000 0000 Xxxxx Xxxxxxx Xxxx 179 1 $230,000.00 03/30/2000 27 730 Turlock 95380 02 12.13 114 $55,000.00 04/25/2015 2 3391272 Xxxxxxxx NH 181 6 $332,028.00 $50,000.00 $695.52 1 125990000391272 00 Xxxxxxxxxxx Xxxxx 180 1 $356,000.00 04/06/2000 50 662 Bedford 03110 02 14.88 108 $50,000.00 05/01/2015 2 3391924 Xxxxxx WA 301 8 $187,117.00 $64,300.00 $761.74 1 153990000391924 00000 XxxxxXxxx 000xx Xxxxx 300 1 $233,000.00 04/05/2000 34 664 Auburn 98092 02 13.75 108 $64,275.03 05/01/2025 2 3392498 Xxxxxx CA 181 6 $237,188.00 $100,000.00 $1,172.96 RFC0 106990000392498 00000 Xxxxx Xxxxx 179 1 $355,000.00 03/27/2000 42 704 Xxxxxxxxx Ranch 91381 02 11.58 95 $99,791.62 04/01/2015 2 3392701 Xxxxxxx CA 181 7 $252,000.00 $63,000.00 $641.98 0 106990000392701 000 Xxxxx Xxxxxxxxx Xxxxxx 180 1 $315,000.00 04/06/2000 41 741 Redondo Beach 90277 01 11.88 100 $63,000.00 05/01/2015 2 3392753 XXXXXXXXX UT 301 8 $195,221.00 $74,750.00 $857.16 1 149990000392753 0000 XXXX XXX XXXX XXXXX 300 1 $216,000.00 04/14/2000 42 703 SOUTH JORDAN 84095 02 13.25 125 $74,750.00 05/01/2025 2 3392757 FORCE CA 301 8 $208,250.00 $45,900.00 $587.90 1 106990000392757 0000 XXXXXXXXXX XXXXX 300 1 $245,000.00 04/17/2000 50 677 GARDEN GROVE 92841 02 15 125 $45,900.00 05/01/2025 2 3392943 XXXXXXXXX VA 240 9 $238,000.00 $48,000.00 $553.83 0 000000000000000 1 XXXXX COURT 239 1 $251,100.00 04/01/2000 45 741 FREDRICKSBURG 22406 02 12.75 114 $47,956.17 04/10/2020 2 3394792 Mc Xxxxxx CA 241 9 $198,900.00 $65,000.00 $749.98 1 101990000394792 00000 Xxxxxxxx Xxxxxx 240 1 $234,000.00 04/05/2000 43 721 Whittier 90603 02 12.75 113 $64,940.64 05/01/2020 2 3395237 Xxxxxxx VA 180 6 $212,868.00 $39,500.00 $499.52 0 151990000395237 0000 Xxxxx Xxxxx Xxxxx 179 1 $226,000.00 04/20/2000 46 727 Manassas 20110 02 12.99 112 $39,428.07 04/25/2015 2 3395439 Xxxxxxxxxxxxx OK 300 8 $45,000.00 $18,800.00 $249.95 1 140990000395439 Xx 0 Xxx 000 000 0 $52,000.00 05/05/2000 50 678 Salina 74365 02 15.63 123 $18,800.00 05/11/2025 2 3396522 Xxxxxxxxx CA 181 7 $233,200.00 $43,700.00 $399.74 1 106990000396522 0000 Xxxxxxx Xxxxxx 180 1 $291,500.00 04/11/2000 38 771 Simi Valley 93065 01 10.5 95 $43,700.00 05/01/2015 2
Existing Term Loan Facility has the meaning specified in Section 2.17(a).
Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.
Loan Closing means the date on which an executed Loan Agreement between the Trust and a Borrower is delivered pursuant to this Bond Resolution.
Specified Purchase Agreement Representations means such of the representations made by or with respect to a Specified Target, its Subsidiaries and their respective businesses in the definitive documentation governing the applicable Specified Purchase (the “Specified Purchase Agreement”) as are material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates shall have the right to terminate its obligations under the applicable Specified Purchase Agreement as a result of a breach of such representations in the applicable Specified Purchase Agreement without expense (as determined without regard to any notice requirement and without giving effect to any waiver, amendment or other modification thereto that is materially adverse to the interests of the Lenders (as reasonably determined by the Administrative Agent), unless the Administrative Agent shall have consented thereto (such consent not to be unreasonably withheld, delayed or conditioned)).
Loan Closing Date means the date upon which the Loan is made to the Company.
Sale and Purchase Agreement means all the agreements entered into from time to time (whether before, on or after the date of this Agreement) by the Borrower for the sale of the Units and shall include any one or more or all of the Sale and Purchase Agreements.
First Amendment Date means February 21, 2019.
Existing Term Loan Credit Agreement means the Term Loan Credit Agreement dated December 5, 2014 among the Company, the Revolving Borrower, Barclays Bank PLC, as administrative Agent, and the financial institutions and lenders from time to time party thereto, as amended, restated, supplemented or otherwise modified from time to time prior to the Closing Date.
the first supplementary agreement means the agreement of which a copy is set out in the Second Schedule;
Second Amendment Date means February 26, 2019.
Streamlined Documentation Mortgage Loan Any Mortgage Loan originated pursuant to the Seller's Streamlined Loan Documentation Program then in effect.
Common Terms Agreement means the written agreement entitled "Common Terms Agreement", dated on or about 21 July, 2017 (as amended and/or reinstated from time to time), between, amongst others, the Borrower (as borrower) and the Facility Agent.
Specially constructed vehicle means any vehicle that was not originally constructed under a
Existing Term Loans has the meaning specified in Section 2.16(a).