INTRODUCTORY STATEMENTS. 1. The Seller is the owner of the Receivables. The Seller proposes to sell to the Trust all of its right, title and interest in and to the Receivables and certain other property pursuant to the Sale and Servicing Agreement. The Trust will issue Notes pursuant to the Indenture.
INTRODUCTORY STATEMENTS. All capitalized terms not otherwise defined in this Agreement are used herein as defined in the Credit Agreement. The Borrower has requested that the Lenders agree to amend certain provisions of the Credit Agreement as hereinafter set forth. Subject to the terms and conditions hereof, the Lenders signatory to this Agreement are willing to agree to such amendments, but only upon the terms and conditions set forth herein. In consideration of the mutual agreements contained herein and other good and valuable consideration the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:
INTRODUCTORY STATEMENTS. 1.1 The northern cities, villages and townships of Oakland COUNTY are committed to protection of the natural environment and preventing toxic materials from entering their waterways and landfill resources.
INTRODUCTORY STATEMENTS. A. Reference is made to the Credit Agreement, dated as of May 5, 2000, (as amended to date, the "Credit Agreement"), by and among the Borrower, the Lenders listed on the signature pages hereof (collectively, the "Lenders") and the Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
INTRODUCTORY STATEMENTS. A. Pursuant to that certain Amended and Restated Credit Agreement, dated as of May 7, 1999 (as amended, supplemented or otherwise modified or restated from time to time, the “Pre-Filing Credit Agreement”), among Microcell Connexions Inc. and Microcell Solutions Inc. (collectively, the “Pre-Filing Borrowers”), Microcell Telecommunications Inc. (the “Pre-Filing Parent”), the lenders from time to time party thereto (collectively, the “Pre-Filing Lenders”), J.X. Xxxxxx Bank Canada, as administrative agent and collateral agent for the Pre-Filing Lenders, and National Bank of Canada, as letter of credit issuing bank, the Pre-Filing Lenders made loans and advances to, issued letters of credit for and/or provided other financial accommodations to, or on behalf of, the Pre-Filing Borrowers (collectively, the “Pre-Filing Loans”);
INTRODUCTORY STATEMENTS. A. Sellers are engaged in the business of designing, manufacturing and selling draglines and power shovels for surface mining along with components and spare parts therefor, as well as spare parts for previously manufactured drills (such business being herein referred to as the "Business").
INTRODUCTORY STATEMENTS. Funding Trust proposes to acquire the Receivables from the Company and simultaneously to sell to the Trust all of its right, title and interest in and to the Receivables and certain other property pursuant to the Sale and Servicing Agreement. The Trust will issue the Certificate pursuant to the Trust Agreement and Notes pursuant to the Indenture. Each Note will be secured by the Collateral. The Trust has requested that Financial Security issue a financial guaranty insurance policy guarantying certain distributions of interest and principal on the Notes on each Insured Distribution Date (including any such distributions subsequently avoided as a preference under applicable bankruptcy law) upon the terms, and subject to the conditions, provided herein. The parties hereto desire to specify the conditions precedent to the issuance of the Policy by Financial Security, the payment of premium in respect of the Policy, the indemnity and reimbursement to be provided to Financial Security in respect of amounts paid by Financial Security under the Policy or otherwise and certain other matters. In consideration of the premises and of the agreements herein contained, Financial Security, the Trust, the Company, Funding Trust and AmeriCredit hereby agree as follows:
INTRODUCTORY STATEMENTS. Pledgor is the sole holder of fifty (50) shares of common stock, $.01 par value per share in UDRC II and one thousand (1000) shares of common stock, $.01 par value per share, in UDRC III (collectively, together with the capital stock of each New Issuer (as defined below) pledged or required to be pledged hereunder, the "Pledged Shares"). UDC, as borrower, has on the date hereof entered into a Loan Agreement with Lender (as such agreement may be amended, supplemented or otherwise modified from time to time, the "Loan Agreement") pursuant to which UDC has or will borrow money from the Lender. Pledgor, which is a wholly owned subsidiary of UDC, will receive substantial direct and indirect benefits from the loans made to UDC under the Loan Agreement and Pledgor has agreed to pledge the Pledged Shares and any proceeds thereof as security for Pledgor's obligations under the Loan Agreement. Accordingly, the Pledged Shares and any proceeds thereof will secure obligations of UDC to Lender. Terms used herein but not defined herein shall have the meanings assigned to such terms in the Loan Agreement. UDC has or will enter into a Senior Secured Loan Agreement with certain lenders and the collateral agent as defined therein ("Senior Lenders"), which shall be dated on or about January 11, 2001 ("Senior Secured Loan Agreement"). As a condition of the Senior Secured Loan Agreement and as security for the obligations thereunder, Pledgor has or will enter into a Stock Pledge Agreement among Pledgor, UDC and BNY Midwest Trust Company ("Senior Pledge Agreement"). Pursuant to the terms of the Senior Pledge Agreement, Pledgor pledged or will pledge a first priority security interest in the Pledged Shares and additional collateral as identified therein. Further, pursuant to the Senior Pledge Agreement, Pledgor delivered or will deliver to the collateral agent thereunder all share certificates or other instruments representing the Pledged Shares and collateral. As a condition precedent to entering into the Senior Secured Loan Agreement, the Senior Lenders require that Lender subordinate the liens of the Loan Agreement and this Pledge Agreement to the liens of the Senior Secured Loan Agreement and Senior Pledge Agreement and to subordinate Lender's rights and remedies, including, without limitation, its rights to receive any payments, pursuant to the Loan Agreement to the Senior Lenders' rights and remedies including, without limitation, their rights to receive payments pursuant t...
INTRODUCTORY STATEMENTS. Goal Capital Funding, LLC, a Delaware limited liability company (the “Depositor”), and Goal Capital Funding Trust 2006-1, a Delaware statutory trust (the “Trust”), have previously filed a registration statement with the Securities and Exchange Commission (the “Commission”) relating to the issuance and sale from time to time of student loan asset-backed notes. Goal Financial, LLC, a California limited liability company (“Goal Financial”), owns 100% of the membership interest in the Depositor. The Depositor proposes to cause the Trust to issue and sell to Deutsche Bank Securities Inc., Barclays Capital Inc., Banc of America Securities LLC, Fortis Bank nv-sa, Deutsche Bank AG, London Branch, Barclays Bank PLC and Banc of America Securities Limited (each, an “Underwriter” and collectively, the “Underwriters”), $408,651,000 principal amount of its Student Loan Asset-Backed Notes, Series 2006-1, Class A-1, $277,373,000 principal amount of its Student Loan Asset-Backed Notes, Series 2006-1, Class A-2, $352,501,000 principal amount of its Student Loan Asset-Backed Notes, Series 2006-1, Class A-3, $234,320,000 principal amount of its Student Loan Asset-Backed Notes, Series 2006-1, Class A-4, €350,000,000 principal amount of its Student Loan Asset-Backed Notes, Series 2006-1, Class A-5 Remarketable Reset Rate Notes and $225,000,000 principal amount of its Student Loan Asset-Backed Notes, Series 2006-1, Class A-6 (collectively, the “Series 2006-1 Senior Notes”) and $70,595,000 principal amount of its Student Loan Asset-Backed Notes, Series 2006-1, Class B (the “Series 2006-1 Subordinate Notes” and, together with the Series 2006-1 Senior Notes, the “Series 2006-1 Notes”), as set forth in Schedule II hereto. The Series 2006-1 Notes will be issued, pursuant to the terms and provisions of an Indenture of Trust, dated as of May 25, 2006 (the “Indenture”), between the Trust and The Bank of New York, as indenture trustee (in such capacity, the “Indenture Trustee”) and as eligible lender trustee (in such capacity, the “Eligible Lender Trustee”). The Series 2006-1 Senior Notes and any other Class A Obligations (as defined in the Indenture) issued pursuant to the Indenture will be secured on a superior basis to the Series 2006-1 Subordinate Notes and any other Class B Obligations (as defined in the Indenture) issued pursuant to the Indenture. In addition, the Trust may issue its Student Loan Asset-Backed Notes, Class C (the “Class C Notes”) pursuant to the Indenture. The Class...
INTRODUCTORY STATEMENTS. A. On the Closing Date, (i) the Master Trust will sell all of its right, title and interest in and to the Initial Receivables and certain other property related thereto to Funding Trust II pursuant to the Assignment Agreement and will simultaneously release its liens on such Initial Receivables and such other property related thereto, (ii) Funding Trust II will simultaneously (A) sell all of its right, title and interest in and to certain of the Initial Receivables and such other property related thereto to the Transferor pursuant to the Sale Agreement and (B) convey all of its right, title and interest in and to certain of the Initial Receivables and such other property related thereto to NAFI as a dividend, and in each case will simultaneously release its liens on such Initial Receivables and such other property related thereto, (iii) NAFI will contribute all of its right, title and interest in and to the Initial Receivables and the other property related thereto conveyed to NAFI by Funding Trust II as a dividend to the Transferor pursuant to the Purchase and Contribution Agreement, and (iv) the Transferor will simultaneously sell all of its right, title and interest in and to the Initial Receivables and such other property related thereto to the Trust pursuant to the Sale and Servicing Agreement.
