as used herein Reference Banks" means four major banks in the London interbank market selected by the Calculation Agent; and "LIBOR Business Day" means a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in London. Exhibit A Officer's Certificate The undersigned, the [Chief Financial Officer] [Treasurer] [Executive Vice President] hereby certifies, pursuant to Section 7.3(b) of the Junior Subordinated Indenture, dated as of August 23, 2005, among FNB Financial Services Corporation (the "Company") and Deutsche Bank Trust Company Americas, as trustee, that, as of [date], [20__], the Company had the following ratios and balances: BANK HOLDING COMPANY As of [Quarterly Financial Dates] Tier 1 Risk Weighted Assets _________% Ratio of Double Leverage _________% Non-Performing Assets to Loans and OREO _________% Tangible Common Equity as a Percentage of Tangible Assets _________% Ratio of Reserves to Non-Performing Loans _________% Ratio of Net Charge-Offs to Loans _________% Return on Average Assets (annualized) _________% Net Interest Margin (annualized) _________% Efficiency Ratio _________% Ratio of Loans to Assets _________% Ratio of Loans to Deposits _________% Double Leverage (exclude trust preferred as equity) _________% Total Assets $_________ Year to Date Income $_________ * A table describing the quarterly report calculation procedures is provided on page __ [FOR FISCAL YEAR END: Attached hereto are the audited consolidated financial statements (including the balance sheet, income statement and statement of cash flows, and notes thereto, together with the report of the independent accountants thereon) of the Company and its consolidated subsidiaries for the three years ended _______, 20___.] [FOR FISCAL QUARTER END: Attached hereto are the unaudited consolidated and consolidating financial statements (including the balance sheet and income statement) of the Company and its consolidated subsidiaries for the fiscal quarter] ended [date], 20__. The financial statements fairly present in all material respects, in accordance with U.S. generally accepted accounting principles ("GAAP"), the financial position of the Company and its consolidated subsidiaries, and the results of operations and changes in financial condition as of the date, and for the [___ quarter interim] [annual] period ended [date], 20__, and such financial statements have been prepared in accordance with GAAP consistently applied throughout the period involved (expect as otherwise noted therein).
Definitions In this Agreement:
Defined Person" shall mean and include an individual, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or other department or agency thereof.
Defined Terms As used herein:
CRD IV Implementing Measures means any regulatory capital rules or regulations or other requirements, which are applicable to the Issuer and which prescribe (alone or in conjunction with any other rules, regulations or other requirements) the requirements to be fulfilled by financial instruments for their inclusion in the regulatory capital of the Issuer (on a non-consolidated or consolidated basis) to the extent required by the CRD IV Directive or the CRR, including for the avoidance of doubt and without limitation any regulatory technical standards released from time to time by the European Banking Authority (or any successor or replacement thereof);
Preamble legal defeasance option"..................................................... 8.01(b) "Notice of Default"........................................................... 6.01 "Offer Period"................................................................ 4.06(d) "Original Securities"......................................................... Preamble "Paying Agent"................................................................ 2.04 "protected purchaser"......................................................... 2.08 "Refinancing Indebtedness".................................................... 4.03(b) "Refunding Capital Stock"..................................................... 4.04 "Registration Agreement"...................................................... Appendix A "Registered Exchange Offer"................................................... Appendix A "Registrar"................................................................... 2.04 "Restricted Payment".......................................................... 4.04(a) "Retired Capital Stock"....................................................... 4.04(b) "Securities Custodian"........................................................ Appendix A "Shelf Registration Statement"................................................ Appendix A "Special Redemption".......................................................... 3.07(b) "Special Redemption Date"..................................................... 3.07(b) "Special Redemption Price".................................................... 3.07(b) "Successor Company"........................................................... 5.01(a) "Successor Guarantor"......................................................... 5.01(b)(i) "TRW Automotive Luxembourg"................................................... 4.11(d)
definition of Monthly Advance" in Article I is hereby amended in its entirety to read as follows:
Definition means a provision of this Law (however expressed) that —
The definition of Pass-Through Rate" set forth in Section 1.01 of the Pooling Agreement is hereby amended and restated to read as follows:
as used herein shall mean the multiplication of the applicable amount for any given period by a fraction, the numerator of which is 365 and the denominator of which is the number of days elapsed in such period.
a term s notice" means written notice given not later than the first day of the term preceding the term to which the notice relates;
Initial Term Commitment means, as to each Term Lender, its obligation to make an Initial Term Loan to the Borrowers pursuant to Section 2.01(a) in an aggregate amount not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 (as in effect on the Closing Date) under the caption “Initial Term Commitment,” as such amount may be adjusted from time to time in accordance with this Agreement. The initial aggregate amount of the Initial Term Commitments is $350,000,000.
Other Definitional Provisions set forth in Section 1.2 of the Basic Servicing Agreement are incorporated by reference into this 2017-3 Servicing Supplement.
Extended Term Loan shall have the meaning assigned to such term in Section 2.21(e).
Extending Term Lender has the meaning set forth in Section 2.16(c).
Initial Term Facility means the Initial Term Loan Commitments and the Initial Term Loans made hereunder.
Adjusted Term SOFR means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment; provided that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted Term SOFR shall be deemed to be the Floor.
Tranche B Term Commitment as to any Tranche B Term Lender, the obligation of such Tranche B Term Lender to make an Initial Tranche B Term Loan to the Borrower in the principal amount set forth under the heading “Tranche B Term Commitment” opposite such Tranche B Term Lender’s name on Schedule 2.1 to this Agreement. The aggregate principal amount of the Tranche B Term Commitments as of the Closing Date is $1,025,000,000.
Additional Term Loan has the meaning specified in Section 2.01(c).
Additional Term Lender means any Lender with an Additional Term Loan Commitment or an outstanding Additional Term Loan.
Adjusted Term SOFR Rate means, for any Interest Period, an interest rate per annum equal to (a) the Term SOFR Rate for such Interest Period, plus (b) 0.10%; provided that if the Adjusted Term SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.
Refinancing Term Commitments means one or more term loan commitments hereunder that fund Refinancing Term Loans of the applicable Refinancing Series hereunder pursuant to a Refinancing Amendment.