Underwriting Fee has the meaning given to it in the eighth paragraph of this Agreement;
Underwriting Agreement means the underwriting agreement, dated as of _________, 2024, among the Company and Xxxxx-Xxxxxx Capital Group LLC as representative of the underwriters named therein, as amended, modified or supplemented from time to time in accordance with its terms.
Arranger Fee Letter means that certain Arranger Fee Letter related to this Agreement, entered into by the Company and dated November 23, 2015.
Agent's Fee Letter means the letter agreement, dated as of the date hereof (as hereafter amended from time to time) between the Borrower and the Agent respecting certain fees payable to the Agent for its own account.
Xxxxx Fargo Fee Letter means the letter agreement, dated August 13, 2010, among the Borrowers, Xxxxx Fargo Securities, LLC and Xxxxx Fargo Bank, National Association.
Agent’s Fee means the fee which is set out in this Agreement and which is payable by the Issuer to the Agent in consideration of the services performed by the Agent under this Agreement;
Joint Fee Letter means the Joint Fee Letter, dated July 20, 2021, among the Borrowers, Citibank, Bank of America, JPMorgan, and certain of the Arrangers.
Pricing Agreement means the pricing agreement between the Trust, the Debenture Issuer, and the underwriters designated by the Regular Trustees with respect to the offer and sale of the Preferred Securities.
Fee Letter means that certain fee letter, dated as of even date with this Agreement, among Borrowers and Agent, in form and substance reasonably satisfactory to Agent.
Agency Fee Letter means the administrative agency fee letter, dated as of the March 29, 2012, between the Company and the Administrative Agent.
Lender Fee Letter means each fee letter agreement that shall be entered into by and among the Borrower, the Servicer, the applicable Lender and its related Lender Agent in connection with the transactions contemplated by this Agreement, as amended, modified, waived, supplemented, restated or replaced from time to time.
Arranger Fee means a fee charged by the Arranger in relation to each Series of ETP Securities, as modified by the Arranger from time to time, as set out in the Base Prospectus of the Issuer.
Origination Fee means any origination fee payable to the Department by the lender with respect to any Trust Student Loan.
Terms Agreement shall have the meaning ascribed to such term in Section 2(a).
GE Capital Fee Letter means that certain letter, dated as of the Closing Date, between GE Capital and Borrower with respect to certain Fees to be paid from time to time by Borrower to GE Capital.
Underwriting (the "Directed Share Program"). The Shares to be sold by Xxxxxx Xxxxxxx pursuant to the Directed Share Program (the "Directed Shares") will be sold by Xxxxxx Xxxxxxx pursuant to this Agreement at the public offering price. Any Directed Shares not orally confirmed for purchase by any Participants by the end of the first business day after the date on which this Agreement is executed will be offered to the public by Xxxxxx Xxxxxxx as set forth in the Prospectus.
Agent Fee Letter means that certain Agent Fee Letter, dated as of June 18, 2015, by and among the Borrower and the Administrative Agent.
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:
Placement Fee has the meaning given thereto in Section 2(a) hereof;
Placement Agency Agreement means the Placement Agency Agreement by and between the Company and the Placement Agent dated the date hereof.
Placement Agent Agreement means that certain placement agent agreement dated as of the date hereof between the Company and the Placement Agent.
Dealer Manager Agreement shall have the meaning set forth in the preamble.
Forward Purchase Agreement means an agreement that provides for the sale of equity securities in a private placement that will close substantially concurrently with the consummation of a Business Combination.
Dealer Manager Fee means the fee from the sale of Shares in a Primary Offering, payable to the Dealer Manager for serving as the dealer manager of such Primary Offering.
Underwritten Securities shall include the Initial Underwritten Securities and all or any portion of the Option Securities agreed to be purchased by the Underwriters as provided herein, if any. The Terms Agreement, which shall be substantially in the form of Exhibit A hereto, may take the form of an exchange of any standard form of written telecommunication between you and the Company. Each offering of Underwritten Securities through you or through an underwriting syndicate managed by you will be governed by this Agreement, as supplemented by the applicable Terms Agreement.
Fee Letters means, collectively, (a) the Arranger Fee Letter and (b) the Administrative Agent Fee Letter.