Private Notes Sample Clauses

Private Notes. The Notes initially retained by the Depositor or a majority-owned affiliate of Ally Bank as of the Closing Date. Proceeding: Any suit in equity, action at law or other judicial or administrative proceeding. Prospectus: The prospectus, dated as of March 5, 2024.
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Private Notes. Class A-1 Notes Underwriters Barclays Capital Inc. BNP Paribas Securities Corp. Citigroup Global Markets Inc. HSBC Securities (USA) Inc. Calyon Securities (USA) Inc. RBC Capital Markets Corporation Scotia Capital (USA) Inc. Terms of the Publicly Registered Notes Pricing Date: June 2, 2009 Time of Sale: 12:00 PM (EST), June 2, 2009 Closing Date: June 9, 2009 Required Ratings as of the Closing Date S&P Fitch Class A-2 Notes AAA AAA Class A-3 Notes AAA AAA Class A-4 Notes AAA AAA Pricing Information Notes Aggregate Principal Amount Interest Rate Purchase Price (as a % of the aggregate principal amount) Final Scheduled Payment Date Class A-2 Notes $341,000,000 2.10% 99.74240% November 15, 2011 Class A-3 Notes $747,000,000 2.79% 99.66781% August 15, 2013 Class A-4 Notes $287,300,000 4.50% 99.53903% July 15, 2014 Underwriters and Allotments Underwriters Initial Principal Amount of Class A-2 Notes Initial Principal Amount of Class A-3 Notes Initial Principal Amount of Class A-4 Notes Barclays Capital Inc. $ 48,716,000 $ 106,716,000 $ 41,045,000 BNP Paribas Securities Corp. 48,716,000 106,716,000 41,045,000 Citigroup Global Markets Inc. 48,716,000 106,716,000 41,045,000 HSBC Securities (USA) Inc. 48,716,000 106,716,000 41,045,000 Calyon Securities (USA) Inc.. 48,712,000 106,712,000 41,040,000 RBC Capital Markets Corporation. 48,712,000 106,712,000 41,040,000 Scotia Capital (USA) Inc.. 48,712,000 106,712,000 41,040,000 Total $ 341,000,000 $ 747,000,000 $ 287,300,000 Parties Trust: Ford Credit Auto Owner Trust 2009-B. Owner Trustee: U.S. Bank Trust National Association. Indenture Trustee: The Bank of New York Mellon.
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Private Notes. Class A-1 Notes Retained Notes Class B Notes Underwriters Barclays Capital Inc. Citigroup Global Markets Inc. Credit Agricole Securities (USA) Inc. HSBC Securities (USA) Inc. Terms of the Notes Pricing Date: October 25, 2011 Time of Sale: 5:00 PM (EDT), October 25, 2011 Closing Date: October 31, 2011 Required Ratings as of the Closing Date The ratings on each Class of Notes from the NRSROs specified in the Time of Sale Information. Pricing Information Notes Aggregate Principal Amount Interest Rate Purchase Price (as a % of the aggregate principal amount) Underwriting Discount Final Scheduled Payment Date Class A-2 Notes $ 280,000,000 0.82 % 99.79098 % 0.200 % January 15, 2014 Class A-3 Notes $ 200,000,000 1.05 % 99.73772 % 0.250 % October 15, 2014 Class A-4 Notes $ 62,634,000 1.42 % 99.69347 % 0.300 % January 15, 2015 Underwriters and Allotments Underwriters Initial Principal Amount of Class A-2 Notes Initial Principal Amount of Class A-3 Notes Initial Principal Amount of Class A-4 Notes Barclays Capital Inc. $ 84,000,000 $ 60,000,000 $ 18,790,200 Citigroup Global Markets Inc. 84,000,000 60,000,000 18,790,200 Credit Agricole Securities (USA) Inc. 84,000,000 60,000,000 18,790,200 HSBC Securities (USA) Inc. 28,000,000 20,000,000 6,263,400 Total $ 280,000,000 $ 200,000,000 $ 62,634,000 Parties Trust: Ford Credit Auto Lease Trust 2011-B. Owner Trustee: U.S. Bank Trust National Association. Indenture Trustee: The Bank of New York Mellon. Documents Indenture: Indenture, to be dated as of Cutoff Date, between the Trust and the Indenture Trustee. Trust Agreement: Amended and Restated Trust Agreement, to be dated as of Cutoff Date, between the Depositor and the Owner Trustee.
Sample 1
Private Notes. No Transfer of a Private Note shall be made unless such Transfer is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and such state securities laws, in order to assure compliance with the Securities Act and such state securities laws, the Noteholder desiring to effect such Transfer and such Noteholder's prospective transferee shall each certify to the Indenture Trustee in writing the facts surrounding the Transfer in substantially the forms set forth in Exhibit D (the "Transferor Certificate") and (i) deliver a letter in substantially the form of either Exhibit F (the "Investment Letter") or Exhibit E (the "Rule 144A Letter") or (ii) there shall be delivered to the Indenture Trustee at the expense of the Noteholder desiring to effect such transfer an Opinion of Counsel that such Transfer may be made pursuant to an exemption from the Securities Act. The Depositor shall provide to any Holder of a Private Note and any prospective transferee designated by any such Holder, information regarding the related Notes and the Mortgage Loans and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Note without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. The Indenture Trustee and the Master Servicer shall cooperate with the Depositor in providing the Rule 144A information referenced in the preceding sentence, including providing to the Depositor such information regarding the Notes, the Mortgage Loans and other matters regarding the Issuing Entity as the Depositor shall reasonably request to meet its obligation under the preceding sentence. Each Holder of a Private Note desiring to effect such Transfer shall, and does hereby agree to, indemnify the Indenture Trustee, the Depositor, the Seller and the Master Servicer against any liability that may result if the Transfer is not so exempt or is not made in accordance with such federal and state laws. Notwithstanding the foregoing, the provisions of this paragraph shall not apply to the initial transfer of the Private Notes to the Depositor or the Seller. So long as a TMP Trigger Event has not occurred, no pe...
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Private Notes. The Class [A-1] Notes and the Class [D] Notes.
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Private Notes. Class A-1 Notes Class B Notes Class C Notes Underwriters Citigroup Global Markets Inc. Credit Agricole Securities (USA) Inc. Xxxxxxx, Sachs & Co. X.X. Xxxxxx Securities LLC Comerica Securities, Inc. PNC Capital Markets LLC TD Securities (USA) LLC Terms of the Publicly Registered Notes Pricing Date: September 26, 2012 Time of Sale: 12:24 PM (EDT), September 26, 2012 Closing Date: October 3, 2012
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Private Notes. Class S&P Xxxxx’x Class X AA -- Class B-1 AA -- Class B-2 A -- Class B-3 BBB -- Class B-4 BB -- Class B-5 B -- Class B-6 -- -- None of the above ratings has been lowered since the respective dates of such letters. SCHEDULE B MORTGAGE LOAN SCHEDULE
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Related to Private Notes

  • Exchange Notes The 6.500% Notes due 2029 of the same series under the Indenture as the Notes, to be issued to Holders in exchange for Registrable Notes pursuant to this Agreement.

  • Fixed Rate Notes If this Note is specified on the face hereof as a “Fixed Rate Note”:

  • CD Rate Notes If the Interest Rate Basis is the CD Rate, this Note shall be deemed a “CD Rate Note.” Unless otherwise specified on the face hereof, “CD Rate” means: (1) the rate on the particular Interest Determination Date for negotiable United States dollar certificates of deposit having the Index Maturity specified on the face hereof as published in H.15(519) (as defined below) under the caption “CDs (secondary market)”; or (2) if the rate referred to in clause (1) is not so published by 3:00 P.M., New York City time, on the related Calculation Date, the rate on the particular Interest Determination Date for negotiable United States dollar certificates of deposit of the particular Index Maturity as published in H.15 Daily Update (as defined below), or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption “CDs (secondary market)”; or (3) if the rate referred to in clause (2) is not so published by 3:00 P.M., New York City time, on the related Calculation Date, the rate on

  • Initial Notes On the Issue Date, there will be originally issued four hundred million dollars ($400,000,000) aggregate principal amount of Notes, subject to the provisions of this Indenture (including Section 2.02). Notes issued pursuant to this Section 2.03(A), and any Notes issued in exchange therefor or in substitution thereof, are referred to in this Indenture as the “Initial Notes.”

  • Notes If so requested by any Lender by written notice to the Borrower (with a copy to the Administrative Agent), the Borrower shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 10.6) (promptly after the Borrower’s receipt of such notice) a Note or Notes to evidence such Lender’s Loans.

  • Subordinated Notes The Subordinated Notes have been duly authorized by the Company and when executed by the Company and issued, delivered to and paid for by the Purchasers in accordance with the terms of the Agreement, will have been duly executed, authenticated, issued and delivered, and will constitute legal, valid and binding obligations of the Company and enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.

  • New Notes For so long as a Note is not included in a Securitization, the Holder of such Note (the “Resizing Holder”) shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes (“Amended Notes”) or additional notes (“New Notes”) reallocating the principal of the Note or Notes that it owns (but in no case any Note that it does not then own) among Amended Notes and New Notes or severing a Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of the Note or Notes being amended or created, provided that (i) the aggregate principal balance of the Amended Notes and New Notes following such amendments is no greater than the principal balance of the Amended Notes and New Notes prior to such amendments, (ii) all New Notes continue to have the same interest rate as the Amended Note of which it was a part prior to such amendments, (iii) all New Notes pay pro rata and on a pari passu basis with the Amended Notes and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Resizing Holder holding the New Notes shall notify each other Holder, as applicable, and, if any other Note has been included in a securitization, the parties under each applicable PSA, in writing (which may be by email) of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders for the purpose of reflecting such reallocation of principal or such severing of a Note, (2) if a Note is severed into “component” notes, such component notes shall each have their same rights as the respective original Note, (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New Notes and (4) if Note A-1 is severed into “component” notes, another note (or one of the New Notes) may be substituted for Note A-1 in the definition of “Designated Holder” and “Directing Holder” and the definitions of “Lead Note” and “Lead Securitization” and “Non-Directing Holder” will be revised accordingly. Neither Rating Agency Confirmation nor approval of the Directing Holder shall be required for any amendments to this Agreement required to facilitate the terms of this Section 18(a). The Resizing Holder whose Note is being reallocated or split pursuant to this Section 18(a) shall reimburse the other Holders for all costs and expenses incurred by the other Holders in connection with the reallocation or split.

  • Floating Rate Notes If this Note is specified on the face hereof as a “Floating Rate Note”:

  • Registered Notes The Company shall cause to be kept at its principal office a register for the registration and transfer of the Notes, and the Company will register or transfer or cause to be registered or transferred, as hereinafter provided, any Note issued pursuant to this Agreement. At any time and from time to time the holder of any Note which has been duly registered as hereinabove provided may transfer such Note upon surrender thereof at the principal office of the Company duly endorsed or accompanied by a written instrument of transfer duly executed by the holder of such Note or its attorney duly authorized in writing. The Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes of this Agreement. Payment of or on account of the principal, premium, if any, and interest on any Note shall be made to or upon the written order of such holder.

  • Initial Notes and Additional Notes On the Initial Closing Date, (i) each Buyer shall pay its respective Initial Purchase Price (less, in the case of Hxxxxx Bay Master Fund Ltd. ("Hxxxxx Bay"), the amounts withheld by such Buyer pursuant to Section 4(g)) to the Company for the Initial Notes and the Initial Warrants to be issued and sold to such New Buyer at the Initial Closing, by wire transfer of immediately available funds in accordance with the Company's written wire instructions and (ii) the Company shall deliver to each New Buyer (A) an Initial Note in the aggregate original principal amount as is set forth opposite such Buyer's name in column (3) of the Schedule of Buyers and (B) an Initial Warrant pursuant to which such New Buyer shall have the right to acquire up to such number of Initial Warrant Shares as is set forth opposite such New Buyer's name in column (4) of the Schedule of Buyers, in all cases, duly executed on behalf of the Company and registered in the name of such New Buyer or its designee. On each Additional Closing Date, (i) each applicable New Buyer shall pay its respective Additional Purchase Price (less, in the case of Hxxxxx Bay, the amounts withheld by such Buyer pursuant to Section 4(g)) to the Company for the Additional Notes and the Additional Warrants to be issued and sold to such New Buyer at the Additional Closing, by wire transfer of immediately available funds in accordance with the Company's written wire instructions and (ii) the Company shall deliver to each New Buyer (A) an Additional Note in an aggregate original principal amount equal to the applicable Additional Note Purchase Amount and (B) an Additional Warrant pursuant to which such Buyer shall have the right to acquire up to that number of shares of Common Stock equal to the number of Additional Conversion Shares underlying the Additional Notes to be purchased by such Buyer in such Additional Closing, based on the initial Fixed Conversion Price, in all cases, duly executed on behalf of the Company and registered in the name of such Buyer or its designee.

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