Backed Notes. The Reserve Account shall be an Eligible Deposit Account.
Backed Notes. The Indenture Trustee shall have no monitoring or calculation obligation with respect to withdrawals from the Transfer Obligation Account. Amounts in the Transfer Obligation Account shall be invested in accordance with Section 5.03.
Backed Notes. Funds in the Debt Service Coverage Account shall be invested in accordance with Section 5.04 hereof. ------------
Backed Notes. On December 19, 2012, we completed a $230.7 million term debt securitization in connection with which an affiliate of ours made an offer of $129.3 million in aggregate principal amount of fixed-rate asset-backed notes (the “Asset-Backed Notes”), which Asset-Backed Notes were rated A2(sf) by Xxxxx’x Investors Service, Inc. The Asset-Backed Notes were issued by Hercules Capital Funding Trust 2012-1 pursuant to a note purchase agreement, dated as of December 12, 2012, by and among us, Hercules Capital Funding 2012- 1 LLC, as Trust Depositor (the “Trust Depositor”), Hercules Capital Funding Trust 2012-1, as Issuer (the “Issuer”), and Guggenheim Securities, LLC, as Initial Purchaser, and are backed by a pool of senior loans made to certain of our portfolio companies and secured by certain assets of those portfolio companies and are to be serviced by us. Interest on the Asset-Backed Notes will be paid, to the extent of funds available, at a fixed rate of 3.32% per annum. The Asset-Backed Notes have a stated maturity of December 16, 2017. As part of this transaction, we entered into a sale and contribution agreement with the Trust Depositor under which we have agreed to sell or have contributed to the Trust Depositor certain senior loans made to certain of our portfolio companies (the “Loans”). We have made customary representations, warranties and covenants in the sale and contribution agreement with respect to the Loans as of the date of their transfer to the Trust Depositor. In connection with the issuance and sale of the Asset-Backed Notes, we have made customary representations, warranties and covenants in the note purchase agreement. The Asset-Backed Notes are secured obligations of the Issuer and are non-recourse to us. The Issuer also entered into an indenture governing the Asset-Backed Notes, which indenture includes customary representations, warranties and covenants. The Asset-Backed Notes were sold without being registered under the Securities Act of 1933, as amended (the “Securities Act”), to “qualified institutional buyers” in compliance with the exemption from registration provided by Rule 144A under the Securities Act and to institutional “accredited investors” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) who in each case, are “qualified purchasers” for purposes of Section 3(c)(7) under the 1940 Act. In addition, the Trust Depositor entered into an amended and restated trust agreement, which includes customary represent...
Backed Notes. On the Closing Date, the Depositor will cause to be deposited to the Pre-Funding Account the Pre-Funded Amount.
Backed Notes. On the Closing Date, the Depositor shall cause to be deposited in the Financial Assets Custodial Account the those Financial Assets identified on Schedule II.
Backed Notes. The Notes of each class shall have further particular designation as the Issuer may adopt for each class, and each Note issued hereunder shall bear upon the face thereof the designation so adopted for the class to which it belongs. The Indenture Trustee is hereby authorized and directed to authenticate and deliver Notes to be issued hereunder in two classes entitled "_____% Auto Receivables-Backed Notes, [Class A]" and "_____% Auto Receivables-Backed Notes, [Class B]", respectively. The Issuer may, from time to time, subject to certain conditions precedent set forth in this Article II, direct the issuance of the [third class] of Notes which will be subordinate to the [Class A] Notes and to the [Class B] Notes by entering into a Supplement. The form of each class of Notes and of the Indenture Trustee's certificate of authentication shall be in substantially the forms set forth in Exhibits A, B and C hereto, with such appropriate insertions, omissions, substitutions, and other variations as are required or permitted by this Indenture. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is limited to $_____________ (of which the aggregate principal amount of the [Class A] Notes and the [Class B] Notes is $_____________) except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.03, 2.04, or 9.04. The [Class A] Notes shall be issuable only in registered form and only in denominations of at least $_____________, provided that the foregoing shall not restrict or prevent the transfer or issuance in accordance with Sections 2.03 or 2.04 of any [Class A] Note having a remaining outstanding principal amount of less than $_____________. The [Class B] Notes shall be issuable only in registered form and only in denominations of at least $_____________, provided that the foregoing shall not restrict or prevent the transfer or issuance in accordance with Sections 2.03 or 2.04 of any [Class B] Note having a remaining outstanding principal amount of less than $_____________. [Class C] Notes, if any, shall be issued in the minimum denominations indicated in the related Supplement.
Backed Notes. The Notes of each Class shall have further particular designation as specified below, and each Note issued hereunder shall bear upon the face thereof the designation so specified for the Class to which it belongs. Subject to the provisions of Section 2.02, the Trustee shall be authorized and directed, upon the delivery by the Company of an Issuer Order, to authenticate and deliver Notes to be issued hereunder on each Note Issuance Date in classes entitled "Floating Rate Asset-Backed Notes, Class A-FL," "Fixed Rate Asset-Backed Notes, Class A-FX," "Floating Rate Asset-Backed Notes, Class B-FL and/or "Fixed Rate Asset-Backed Notes, Class B-FX," respectively. The forms of the Class A-FL Notes, the Class A-FX Notes, the Class B-FL Notes and the Class B-FX Notes, and of
Backed Notes. This information is being delivered to a specific number of prospective sophisticated investors in order to assist them in determining whether they have an interest in the type of security described herein. It has been prepared solely for informational purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. This material is based on information that Morgan Stanley & Co. Incorporated ("Morgan Stanley") considers relxxxxx. Xxxx xx Morgan Stanley, any oxxxx xnxxxxxxxer or placement agent or the Dexxxxxxr xxxx xny representation or warranty with respect to the accuracy or completeness of the information, or with respect to the terms of any future offer of securities conforming to the terms hereof. Any such offer of securities would be made pursuant to a definitive Prospectus or Private Placement Memorandum, as the case may be, prepared by the issuer which could contain material information not contained herein and to which the prospective purchasers are referred. In the event of any such offering, this information shall be deemed superseded, amended and supplemented in its entirety by such Prospectus or Private Placement Memorandum. Such Prospectus or Private Placement Memorandum will contain all material information in respect of any securities offered thereby and any decision to invest in such securities should be made solely in reliance upon such Prospectus or Private Placement Memorandum. The information contained herein may be based on certain assumptions regarding market conditions and other matters and is therefore subject to change. We make no representations regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied on for such purposes. No representation is made that any returns indicated will be achieved. Changes to the assumptions may have a material impact on any returns detailed. Morgan Stanley, each other underwriter or placement agent and the Xxxxxxtxx xxxxlaim any and all liability relating to this information, including without limitation any express or implied representations or warranties for, statements contained in, and omissions from the information contained here in. Additional information is available upon request. Morgan Stanley is an affiliate of the Depositor. Morgan Stanley axx xxxexx xxxxciated with i...
Backed Notes. On January 22, 2019, we completed a term debt securitization in connection with which an affiliate of ours made an offering of $250,000,000 in aggregate principal amount of the fixed rate asset-backed notes due 2028, or the 2028 Asset-Backed Notes, which were rated A(sf) by Xxxxx Bond Rating Agency, Inc., or KBRA. The 2028 Asset-Backed Notes were issued by Hercules Capital Funding Trust 2019-1, or the 2019 Securitization Issuer, pursuant to an indenture, dated as of January 22, 2019, by and between U.S. Bank National Association, as indenture trustee, and the 2019 Securitization Issuer, were offered pursuant to a note purchase agreement, dated as of January 14, 2019, by and among us, Hercules Capital Funding 2019-1 LLC, as trust depositor, or the 2019 Trust Depositor, the 2019 Securitization Issuer, Guggenheim Securities, LLC, as Initial Purchaser, MUFG Securities Americas Inc., as a co-manager, and Xxxxx Fargo Securities, LLC, as aco-manager, and are backed by a pool of senior loans made to certain portfolio companies of ours and secured by certain assets of those portfolio companies and are to be serviced by us. The outstanding principal balance of the pool of loans as of December 31, 2018 was approximately $357,179,128. Interest on the 2028 Asset-Backed Notes will be paid, to the extent of funds available, at a fixed rate of 4.703% per annum. The 2028 Asset-Backed Notes have a stated maturity of February 22, 2028. Portfolio Company Developments As of February 25, 2019, we held warrants or equity positions in six companies that have filed registration statements onForm S-1 with the SEC in contemplation of potential IPOs. Five companies filed confidentially under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and one company filed a preliminary prospectus in connection with a proposed public offering on the Toronto Stock Exchange (TSX). There can be no assurance that these companies will complete their IPOs in a timely manner or at all. In addition, subsequent to December 31, 2018, our portfolio companies announced or completed the following liquidity events: • In December 2018, our portfolio company, Xxx.xxx, Inc., one of the largest online sellers of art and wall décor globally, entered into a definitive agreement to be acquired by Walmart (NYSE: WMT), a multinational retail corporation that operates a chain of hypermarket, discount department stores and grocery stores. The deal was completed in February 2019. Terms of the acquisition...
