The Offered Securities. The Depositor proposes to sell pursuant to the applicable Underwriting Agreement to the several Underwriters named therein home equity loan certificates (the "Securities") representing beneficial ownership interests in a trust, the trust property of which consists of a pool of home equity loans (the "Mortgage Loans") and certain related property. The Securities will be issued pursuant to a pooling and servicing agreement (the "Pooling and Servicing Agreement") by and among the Depositor, American Business Credit, Inc., as Servicer (the "Servicer") and The Chase Manhattan Bank, as trustee (the "Trustee"). The terms and rights of any particular issuance of Securities shall be as specified in the Underwriting Agreement relating thereto and in or pursuant to the Pooling and Servicing Agreement identified in such Underwriting Agreement. The Securities which are the subject of any particular Underwriting Agreement into which this Agreement is incorporated are herein referred to as the "Offered Securities."
The Offered Securities. The Depositor proposes to sell pursuant to the applicable Underwriting Agreement to the several Underwriters named therein equipment contract backed notes (the "Securities") representing indebtedness secured primarily by the property of a trust which consists of two pledged notes (the "Pledged Notes") which are secured by a pool of receivables consisting of direct finance leases and commercial loans (the "Contracts"), the security interests in the underlying equipment (the "Equipment") and certain related property. The Securities will be issued pursuant to an Indenture (the "Indenture") by and between ABFS Equipment Contract Trust 1999-A, as issuer (the "Issuer"), American Business Leasing, Inc., as servicer (the "Servicer") and The Chase Manhattan Bank, as indenture trustee (the "Indenture Trustee"). The Issuer will be formed, at the direction of the Depositor, pursuant to the terms of a Trust Agreement (the "Trust Agreement"), among the Transferors, the Depositor, and First Union Trust Company, as owner trustee (the "Owner Trustee"). The Contracts will be by the Originator to ABFS Residual LLC 1999-A and ABFS Finance LLC 1999-A (together, the "Transferors") pursuant to the terms of a Receivables Sale Agreement (the "Receivables Sale Agreement"), among the Originator and the Transferors. The Transferors will, at the direction of the Depositor, contribute the Contracts to the Issuer pursuant to the terms of a Receivables Pledge Agreement (the "Receivables Pledge Agreement"), among the Issuer, the Depositor, the Indenture Trustee, and the Transferors. The Contracts will be serviced by the Servicer pursuant to the terms of a Servicing Agreement ("Servicing Agreement"), by and among the Originator, the Transferors, the Servicer, Chase Bank of Texas, N.A., as collateral agent (the "Collateral Agent"), the Issuer and the Indenture Trustee. The Class A Notes will have the benefit of a note insurance policy (the "Policy") issued by Financial Security Assurance Inc. (the "Note Insurer") pursuant to the terms of an Insurance and Indemnity Agreement (the "Insurance Agreement") among the Note Insurer, the Originator, the Transferors, the Issuer, ABFS Special Purpose Management, Inc. (the "Manager") and American Business Credit, Inc. ("ABC"). The Indenture, Trust Agreement, Receivables Sale Agreement, Receivables Pledge Agreement, Insurance Agreement and Servicing Agreement are collectively referred to herein as the "Transaction Documents". The terms and rights of any...
The Offered Securities. Upon the terms herein set forth, the Company agrees to issue and sell to the several Underwriters an aggregate of 44,700,000 Shares and 44,700,000 Warrants. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Offered Securities set forth opposite their names on Schedule A. The purchase price per Share and the accompanying one Warrant to be paid by the several Underwriters to the Company shall be $0.36075.
The Offered Securities. The Depositor proposes to cause the Trustee to sell, pursuant to the Underwriting Agreement to the Underwriter or Underwriters named therein, asset backed certificates (the "Offered Securities") representing undivided ownership interests in a pool of mortgage loans (the "Mortgage Loans") and certain related property. The Offered Securities will be issued pursuant to a pooling and servicing agreement (the "Pooling and Servicing Agreement") dated as of September 1, 2000 among the Trustee, First Union National Bank, as Certificate administrator (the "Certificate Administrator") and The Chase Manhattan Bank, a New York banking corporation, as trustee (the "Trustee") and NovaStar Mortgage, Inc., as servicer (the "Servicer"). The underlying loans were originated or acquired by NovaStar Mortgage, Inc. ("NMI", in its capacity as seller, the "Seller", and in its capacity as servicer, the "Servicer"). The Seller has conveyed its interest in the Mortgage Loans to NovaStar Mortgage Funding Corporation III, a special purpose corporation and a wholly-owned subsidiary of the Seller (the "Transferor"). The Transferor, in turn, will convey the Mortgage Loans to the Depositor pursuant to a purchase agreement (the "Purchase Agreement") which will in turn convey the Mortgage Loans to the Trustee pursuant to the Pooling and Servicing Agreement. The Mortgage Loans are to be serviced pursuant to the Pooling and Servicing Agreement.
The Offered Securities. The Offered Securities are in the form contemplated by the Indenture and have been duly authorized by the Company and, when issued and delivered pursuant to the Indenture to and paid for by the Underwriters in accordance with the terms of this Agreement, will have been duly executed, authenticated, issued and delivered by the Company and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, and be entitled to the benefits provided by the Indenture, subject in each case to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
The Offered Securities. Pursuant to the applicable Underwriting Agreement, the Depositor proposes to sell to the several Underwriters named therein certificates (the "Securities") representing beneficial ownership interests in a trust (the "Trust"), the trust property of which consists of separate pools of home equity revolving credit line loans and closed end home equity loan secured by mortgages on residential one-to-four-family properties (the "Mortgage Loans" and together with all other assets of the trust fund, the "Trust Fund"), including (a) each Mortgage Loan which may be transferred to the trust pursuant to the provisions of the Pooling and Servicing Agreement, dated as of November 1, 1997 (the "Pooling and Servicing Agreement"), by and among the Depositor, Xxxxx Home Equity Corporation (the "Servicer") and The Chase Manhattan Bank, as trustee (the "Trustee"), (b) all rights of the Depositor under the Purchase and Sale Agreement, dated as of November 1, 1997 (the "Purchase and Sale Agreement"), between Prudential Securities Secured Financing Corporation and IHE Funding Corp., as Seller thereunder, (c) such assets as from time to time are identified as REO Property (as defined in the Pooling and Servicing Agreement) and collections thereon and proceeds thereof, (d) all assets deposited in the Accounts (as defined in the Pooling and Servicing Agreement), including any amounts on deposit in the Accounts and invested in Permitted Investments (as defined in the Pooling and Servicing Agreement), (e) the Trustee's rights with respect to the Mortgage Loans under all insurance policies (other than the Class A-1 Certificate Insurance Policy or Group II Certificate Insurance Policy, each as defined in the Pooling and Servicing Agreement) required to be maintained pursuant to the Pooling and Servicing Agreement and any Insurance Proceeds (as defined in the Pooling and Servicing Agreement), (f) all Liquidation Proceeds (as defined in the Pooling and Servicing Agreement) and (g) all Released Mortgaged Property Proceeds (as defined in the Pooling and Servicing Agreement). The Securities will be issued pursuant to the Pooling and Servicing Agreement. The terms and rights of any particular issuance of Securities shall be as specified in the Underwriting Agreement relating thereto and in or pursuant to the Pooling and Servicing Agreement identified in such Underwriting Agreement. The Securities which are the subject of any particular Underwriting Agreement into which this Agreement is inc...
The Offered Securities. The Offered Securities to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of the Offered Securities is not subject to any preemptive or similar rights.
The Offered Securities. 1.8 The Opinion Party’s Restated Articles of Incorporation, dated July 28, 1999, as certified by the Opinion Party and the Secretary of State of the State of Nevada;
The Offered Securities. The Offered Securities to be issued and sold by the Company to the Underwriter hereunder have been duly authorized and, when issued and delivered to and paid for by the Underwriter in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable; and the issuance of the Offered Securities is not subject to any preemptive rights, rights of first refusal or other similar rights of any securityholder of the Company or any other person or entity. The Offered Securities delivered by the Company to the Underwriter on the Closing Date will conform to the descriptions thereof in the Registration Statement, the General Disclosure Package and the Final Prospectus.
The Offered Securities. The Offered Securities have been duly authorized by the Company and, when duly executed, authenticated, issued and delivered in the manner provided for in the Indenture and sold and paid for as provided in this Agreement, the Offered Securities will be duly issued and outstanding and will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to the Enforceability Exceptions and will be entitled to the benefits of the Indenture.