Common use of Issuance and Sale of Notes Clause in Contracts

Issuance and Sale of Notes. The Sponsor may, from time to time during the term of this Forward Purchase Commitment Agreement (this “Agreement”), authorize the issuance and sale of one or more series (each, a “Series”) of Asset Backed Notes (the “Notes”). Each Series of Notes will be issued by a separate trust (each, a “Trust”) entitled “AmeriCredit Automobile Receivables Trust 200 - ,” pursuant to an indenture between such Trust and the trustee and trust collateral agent named therein (the “Trustee”). In addition to the Notes of each Series, each Trust will also issue an Asset Backed Certificate representing the beneficial ownership interest in the Trust (the “Certificate”) (the Notes and the Certificate issued by a Trust, collectively, the “Securities”) pursuant to a Trust Agreement, between the Seller and the entity named therein, as owner trustee (the “Owner Trustee”). The assets of each Trust will include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the “Receivables”) and certain monies due thereunder. The applicable Trust shall enter into an interest rate swap or cap agreement on the applicable Closing Date to hedge the floating interest rate on any floating rate Notes issued. Each Trust will enter into a Sale and Servicing Agreement among the related Trust, the Sponsor, as servicer, the Seller and the entity named therein, as trust collateral agent and backup servicer (each, a “Sale and Servicing Agreement”) pursuant to which the Receivables will be serviced. The Notes of one or more Series may have the benefit of a note insurance policy (each, a “Note Insurance Policy”), issued by Financial Security Assurance Inc., a New York financial guaranty insurance company (the “Note Insurer”). In connection with the issuance of each Note Insurance Policy (i) the Companies, the related Trust, AmeriCredit Corp. and the Note Insurer will execute and deliver an Insurance Agreement, (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement and

Appears in 1 contract

Samples: Purchase Commitment Agreement (Americredit Corp)

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Issuance and Sale of Notes. The Sponsor mayCompany agrees that, from time to time during the term of this Forward Purchase Commitment Agreement Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through FBR the Company’s 7.50% Senior Notes due 2027 (this the Agreement”), authorize the issuance and sale of one or more series (each, a “Series2027 Notes”) of Asset Backed and the Company’s 7.50% Senior Notes due 2021 (the “2021 Notes” and collectively with the 2027 Notes, the “Notes”). Each Series of Notes will ) be issued under an indenture dated as of November 2, 2016 (the “Base Indenture”), as supplemented by a separate trust the First Supplemental Indenture dated as of November 2, 2016 (eachthe “First Supplemental Indenture”, a and as supplemented by the Second Supplemental Indenture to be dated as of May 31, 2017 (the TrustSecond Supplemental Indenture”) entitled and, together with the Base Indenture, the AmeriCredit Automobile Receivables Trust 200 - ,” pursuant to an indenture Indenture”), between such Trust the Company and the U.S. Bank National Association, as trustee and trust collateral agent named therein (the “Trustee”). In addition , from time to time during the Notes term of each Series, each Trust will also issue an Asset Backed Certificate representing the beneficial ownership interest in the Trust this Agreement (the “CertificatePlacement Notes”); provided, however, that in no event shall the Company issue or sell through FBR such number of Placement Notes that (a) exceeds the number or dollar amount of Notes registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) the aggregate principal amount of Notes authorized to be issued by the board of directors of the Company (the “Board”) from time to time (the Notes and lesser of (a) or (b) the Certificate issued by a Trust, collectively“Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Notes issued and sold under this Agreement shall be the sole responsibility of the Company and that FBR shall have no obligation in connection with such compliance. The issuance and sale of Placement Notes through FBR will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Notes. The Placement Notes will be issued to Cede & Co., as nominee of the Depository Trust Company (SecuritiesDTC”) pursuant to a Trust Agreement, between the Seller and the entity named therein, as owner trustee blanket letter of representations (the “Owner TrusteeDTC Agreement”) to be dated on or prior to the date hereof between the Company and DTC. The Indenture will be qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The assets Company has filed, in accordance with the provisions of each Trust will include a pool the Securities Act of retail installment sale contracts secured by new or used automobiles1933, light duty trucks as amended, and vans the rules and regulations thereunder (the “ReceivablesSecurities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3, including a prospectus, relating to the Placement Notes to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”). The Company will, if necessary, prepare a prospectus supplement to the prospectus included as part of such registration statement specifically relating to the Placement Notes (the “Prospectus Supplement”). The Company will furnish to FBR, for use by FBR, copies of the prospectus relating to the Placement Notes included as part of such registration statement, as supplemented by the Prospectus Supplement. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, is herein called the “Registration Statement.” The prospectus specifically relating to the Placement Notes, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXX”). The Company has entered into that Amended and Restated Agreement and Plan of Merger dated as of March 15, 2017 (the “FBRCO Merger Agreement”) and certain monies due thereunder. The applicable Trust shall enter into an interest rate swap or cap agreement on the applicable Closing Date to hedge the floating interest rate on any floating rate Notes issued. Each Trust will enter into a Sale and Servicing Agreement among the related Trust, the Sponsor, as servicer, the Seller and the entity named therein, as trust collateral agent and backup servicer (eachwith FBR & Co., a Virginia corporation (Sale and Servicing AgreementFBRCO”) pursuant to which FBRCO, effective as of June 1, 2017, became a wholly-owned subsidiary of the Receivables will be servicedCompany (the “Merger”). The Notes Company has entered into that Merger Agreement dated as of one or more Series may have May 17, 2017 (the benefit of “Wxxxxxxxxx Merger Agreement”) by and among Wxxxxxxxxx Investment Company, Inc. a note insurance policy Delaware corporation (each, a Note Insurance PolicyWxxxxxxxxx”), issued by Financial Security Assurance Inc.and others pursuant to which Wxxxxxxxxx shall, subject to the conditions set forth therein, become a New York financial guaranty insurance company wholly-owned subsidiary of the Company (the “Note InsurerWxxxxxxxxx Merger, and together with the Merger, the “Acquisitions”). In connection with the issuance of each Note Insurance Policy (i) the Companies, the related Trust, AmeriCredit Corp. and the Note Insurer will execute and deliver an Insurance Agreement, (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement and.

Appears in 1 contract

Samples: Fbrco Merger Agreement (B. Riley Financial, Inc.)

Issuance and Sale of Notes. The Sponsor may, from time to time during the term of this Forward Purchase Commitment Agreement (this “Agreement”), authorize has authorized the issuance and sale of one or more series (each, a “Series”) of $____________ Class A ___% Asset Backed Notes (the "Notes"). Each Series of The Notes will are to be issued by a separate trust (each, a “Trust”) entitled “AmeriCredit Automobile Triad Auto Receivables Trust 200 - ,” 20__-_ (the "Trust") pursuant to an indenture Indenture, to be dated as of _____________, 20__ (the "Indenture"), between such the Trust and the [Name of indenture trustee], a ________________, as indenture trustee and trust collateral agent named therein (the "Trustee”)") . In addition to the Notes of each SeriesNotes, each the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interest interests in the Trust (the "Certificate") (the Notes and the Certificate issued by a TrustCertificate, collectively, the "Securities") pursuant to a Trust Agreement, dated as of ____________, 20__, as amended and restated as of ___________, 20__ between the Seller and the entity named therein[Name of owner trustee], as owner trustee (the "Owner Trustee"). The assets of each the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the "[Initial] Receivables") and certain monies due thereunderthereunder on or after ________________, 20__ (the "[Initial] Cutoff Date"). [Additional retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the "Subsequent Receivables") and certain monies due thereunder on or after the applicable Subsequent Cutoff Date are intended to be purchased by the Trust from the Seller from time to time on or before the end of the Funding Period, from funds available under the Pre-Funded Amount. The applicable Trust shall enter into an interest rate swap or cap agreement on the applicable Closing Date to hedge the floating interest rate on any floating rate Notes issued. Each Trust will enter into a Sale and Servicing Agreement among the related Trust, the Sponsor, as servicer, the Seller [Initial] Receivables and the entity named therein, Subsequent Receivables are hereinafter referred to as trust collateral agent and backup servicer (each, a “Sale and Servicing Agreement”) pursuant to which the Receivables will be serviced. "Receivables."] [The Notes of one or more Series may will have the benefit of a note insurance policy (each, a “the "Note Insurance Policy"), issued by Financial Security Assurance Inc.________________, a New York financial guaranty insurance company __________________ organized under the laws of _____________ (the "Note Insurer"). .] [In connection with the issuance of each the Note Insurance Policy (i) the Companies, the related Trust, AmeriCredit Corp. Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of ______________, 20__ (the "Insurance Agreement, ") and (ii) the Seller, the Representative (as defined below) Underwriters and the Note Insurer will execute and deliver an Indemnification Agreement anddated as of ____________, 20__ (the "Indemnification Agreement").]

Appears in 1 contract

Samples: Underwriting Agreement (Triad Financial Corp)

Issuance and Sale of Notes. The Sponsor mayCompany agrees that, from time to time during the term of this Forward Purchase Commitment Agreement (this “Agreement”), authorize on the issuance terms and sale of one or more series (eachsubject to the conditions set forth herein, a “Series”) of Asset Backed it may issue and sell through BRS the Company’s 8.125% Senior Notes due 2026 (the “Notes”). Each Series of Notes will ) to be issued under an indenture dated as of February 12, 2021 (the “Base Indenture”), as supplemented by a separate trust the First Supplemental Indenture dated as of February 12, 2021 (eachthe “First Supplemental Indenture”, a and as supplemented by the Second Supplemental Indenture to be dated as of April 1, 2021 (the TrustSecond Supplemental Indenture”) entitled and, together with the Base Indenture, the AmeriCredit Automobile Receivables Indenture”), between the Company and The Bank of New York Mellon Trust 200 - ,” pursuant to an indenture between such Trust and the Company, N.A., as trustee and trust collateral agent named therein (the “Trustee”). In addition , from time to time during the Notes term of each Series, each Trust will also issue an Asset Backed Certificate representing the beneficial ownership interest in the Trust this Agreement (the “CertificatePlacement Notes”); provided, however, that in no event shall the Company issue or sell through BRS such number of Placement Notes that (a) exceeds the number or dollar amount of Notes registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) the aggregate principal amount of Notes authorized to be issued by the board of directors of the Company (the “Board”) from time to time (the Notes and lesser of (a) or (b) the Certificate issued by a Trust, collectively“Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Notes issued and sold under this Agreement shall be the sole responsibility of the Company and that BRS shall have no obligation in connection with such compliance. The issuance and sale of Placement Notes through BRS will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Notes. The Placement Notes will be issued to Cede & Co., as nominee of the Depository Trust Company (SecuritiesDTC”) pursuant to a Trust Agreement, between the Seller and the entity named therein, as owner trustee blanket letter of representations (the “Owner TrusteeDTC Agreement”) to be dated on or prior to the date hereof between the Company and DTC. The Indenture will be qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The assets Company shall file, in accordance with the provisions of each Trust will include a pool the Securities Act of retail installment sale contracts secured by new or used automobiles1933, light duty trucks as amended, and vans the rules and regulations thereunder (the “Receivables”) and certain monies due thereunder. The applicable Trust shall enter into an interest rate swap or cap agreement on the applicable Closing Date to hedge the floating interest rate on any floating rate Notes issued. Each Trust will enter into a Sale and Servicing Agreement among the related Trust, the Sponsor, as servicer, the Seller and the entity named therein, as trust collateral agent and backup servicer (each, a “Sale and Servicing Agreement”) pursuant to which the Receivables will be serviced. The Notes of one or more Series may have the benefit of a note insurance policy (each, a “Note Insurance PolicySecurities Act”), issued by Financial Security Assurance Inc., a New York financial guaranty insurance company with the Securities and Exchange Commission (the “Note InsurerCommission”). In connection with the issuance of each Note Insurance Policy (i) the Companies, the related Trusta registration statement on Form S-3, AmeriCredit Corp. and the Note Insurer will execute and deliver an Insurance Agreement, (ii) the Seller, the Representative (as defined below) and the Note Insurer will execute and deliver an Indemnification Agreement andincluding

Appears in 1 contract

Samples: Babcock & Wilcox Enterprises, Inc.

Issuance and Sale of Notes. The Sponsor mayCompany agrees that, from time to time during the term of this Forward Purchase Commitment Agreement (this “Agreement”), authorize on the issuance terms and sale of one subject to the conditions set forth herein, it may issue and sell through or more series (eachto the Agent, a “Series”) of Asset Backed Notes as sales agent and/or principal, the Company’s 8.00% senior unsecured notes due 2024 (the “Notes”). Each Series of Notes will ) be issued by a separate trust (each, a “Trust”) entitled “AmeriCredit Automobile Receivables Trust 200 - ,” pursuant to under an indenture dated as of November 19, 2019 (the “Base Indenture”), as supplemented by the First Supplemental Indenture dated as of November 19, 2019 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between such Trust the Company and the Wilmington Savings Fund Society, FSB, as trustee and trust collateral agent named therein (the “Trustee”). In addition , from time to time during the Notes term of each Series, each Trust will also issue an Asset Backed Certificate representing the beneficial ownership interest in the Trust this Agreement (the “CertificatePlacement Notes); provided, however, that in no event shall the Company issue or sell through the Agent such number of Placement Notes that (a) exceeds the number or aggregate principal amount of Notes registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, (b) exceeds the number or aggregate principal amount of Notes registered on the Prospectus Supplement (as defined below) (the Notes and lesser of (a) or (b) the Certificate issued by a Trust, collectively“Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Notes issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Notes through or to the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Notes. The Placement Notes will be issued to Cede & Co., as nominee of the Depository Trust Company (SecuritiesDTC”) pursuant to a Trust Agreement, between the Seller and the entity named therein, as owner trustee blanket letter of representations (the “Owner TrusteeDTC Agreement”) to be dated on or prior to the date hereof between the Company and DTC. The Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The assets Company has filed, in accordance with the provisions of each Trust will include a pool the Securities Act of retail installment sale contracts secured by new or used automobiles1933, light duty trucks as amended, and vans the rules and regulations thereunder (the “Receivables”) and certain monies due thereunder. The applicable Trust shall enter into an interest rate swap or cap agreement on the applicable Closing Date to hedge the floating interest rate on any floating rate Notes issued. Each Trust will enter into a Sale and Servicing Agreement among the related Trust, the Sponsor, as servicer, the Seller and the entity named therein, as trust collateral agent and backup servicer (each, a “Sale and Servicing Agreement”) pursuant to which the Receivables will be serviced. The Notes of one or more Series may have the benefit of a note insurance policy (each, a “Note Insurance PolicySecurities Act”), issued by Financial Security Assurance Inc., a New York financial guaranty insurance company with the Securities and Exchange Commission (the “Note InsurerCommission”), a registration statement on Form F-3 (No. 333- 234343), including a related base prospectus relating to the Placement Notes to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”). In connection with The Company has prepared and will file a prospectus supplement to the issuance prospectus included as part of each Note Insurance Policy such registration statement specifically relating to the Placement Notes (i) the Companies“Prospectus Supplement”). The Company will furnish to the Agent, for use by the related TrustAgent, AmeriCredit Corp. copies of the prospectus relating to the Placement Notes included as part of such registration statement, as supplemented by the Prospectus Supplement. Except where the context otherwise requires, such registration statement, and the Note Insurer will execute any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and deliver an Insurance Agreement, (ii) the Seller, the Representative including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, is herein called the “Registration Statement.” The prospectus specifically relating to the Placement Notes, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the Note Insurer will execute documents incorporated by reference therein, and deliver an Indemnification Agreement andany reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Appears in 1 contract

Samples: Global Ship Lease, Inc.

Issuance and Sale of Notes. The Sponsor Company agrees that, on the terms and subject to the conditions set forth herein, it may issue and sell through JMP, the Company’s 6.625% Senior Notes due 2023 (the “Notes”), to be issued under an indenture dated as of May 1, 2013 (the “Base Indenture”), among the Company and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture thereto dated as of May 1, 2013 (the “Supplemental Indenture”, together with the Base Indenture, the “Indenture”), from time to time during the term of this Agreement (the “Placement Notes”), provided however; that in no event shall the Company issue or sell through JMP, the Alternative Agent (defined below) or any additional sales agents appointed by the Company after the date hereof (each, an “Additional Agent” and collectively, the “Additional Agents”) such number of Placement Notes that exceeds the lesser of (a) the number of Notes registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (b) the aggregate principal amount of Notes authorized to be issued by the board of directors of the Company (the “Board”) from time to time (the lesser of (a) and (b), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Notes issued and sold under this Agreement shall be the sole responsibility of the Company and that JMP shall have no obligation in connection with such compliance. The issuance and sale of Placement Notes through JMP will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Notes. The Company has also entered into a separate At-the Market Issuance Sales Agreement, dated as of even date herewith (the “Alternative Sales Agreement”), pursuant to which it may, from time to time during the term of this Forward Purchase Commitment Agreement such Alternative Sales Agreement, issue and sell through or to MLV & Co. LLC (this the AgreementAlternative Agent”), authorize as sales agent and/or principal, the issuance Notes. The aggregate amount of Notes that may be sold pursuant to this Agreement, the Alternative Sales Agreement and sale any agreement entered into with any Additional Agents shall not exceed the Maximum Amount. The Company has filed, in accordance with the provisions of one or more series the Securities Act of 1933, as amended, and the rules and regulations thereunder (eachthe “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3 (File No. 333-171537), including a base prospectus, relating to certain securities, including the Placement Notes to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the SeriesExchange Act) ). The Company has prepared a prospectus supplement to the base prospectus included as part of Asset Backed such registration statement specifically relating to the Placement Notes (the “Notes”). Each Series of Notes will be issued by a separate trust (each, a “Trust”) entitled “AmeriCredit Automobile Receivables Trust 200 - ,” pursuant to an indenture between such Trust and the trustee and trust collateral agent named therein (the “Trustee”). In addition to the Notes of each Series, each Trust will also issue an Asset Backed Certificate representing the beneficial ownership interest in the Trust (the “Certificate”) (the Notes and the Certificate issued by a Trust, collectively, the “Securities”) pursuant to a Trust Agreement, between the Seller and the entity named therein, as owner trustee (the “Owner TrusteeProspectus Supplement”). The assets Company will furnish to JMP, for use by JMP, copies of each Trust will include a pool the base prospectus included as part of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the “Receivables”) and certain monies due thereunder. The applicable Trust shall enter into an interest rate swap or cap agreement on the applicable Closing Date to hedge the floating interest rate on any floating rate Notes issued. Each Trust will enter into a Sale and Servicing Agreement among the related Trust, the Sponsorsuch registration statement, as servicersupplemented by the Prospectus Supplement, relating to the Seller and Placement Notes. Except where the entity named context otherwise requires, such registration statement, including all documents filed as part thereof or incorporated by reference therein, as trust collateral agent and backup servicer (each, including any information contained in a “Sale and Servicing Agreement”) pursuant to which the Receivables will be serviced. The Notes of one or more Series may have the benefit of a note insurance policy (each, a “Note Insurance Policy”), issued by Financial Security Assurance Inc., a New York financial guaranty insurance company (the “Note Insurer”). In connection with the issuance of each Note Insurance Policy (i) the Companies, the related Trust, AmeriCredit Corp. and the Note Insurer will execute and deliver an Insurance Agreement, (ii) the Seller, the Representative Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the Note Insurer will execute documents incorporated or deemed incorporated by reference therein, and deliver an Indemnification Agreement andany reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Appears in 1 contract

Samples: Sales Agreement (Arlington Asset Investment Corp.)

Issuance and Sale of Notes. The Sponsor Company agrees that, on the terms and subject to the conditions set forth herein, it may issue and sell through MLV, the Company’s 6.625% Senior Notes due 2023 (the “Notes”), to be issued under an indenture dated as of May 1, 2013 (the “Base Indenture”), among the Company and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture thereto dated as of May 1, 2013 (the “Supplemental Indenture”, together with the Base Indenture, the “Indenture”), from time to time during the term of this Agreement (the “Placement Notes”), provided however; that in no event shall the Company issue or sell through MLV, the Alternative Agent (defined below) or any additional sales agents appointed by the Company after the date hereof (each, an “Additional Agent” and collectively, the “Additional Agents”) such number of Placement Notes that exceeds the lesser of (a) the number of Notes registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (b) the aggregate principal amount of Notes authorized to be issued by the board of directors of the Company (the “Board”) from time to time (the lesser of (a) and (b), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Notes issued and sold under this Agreement shall be the sole responsibility of the Company and that MLV shall have no obligation in connection with such compliance. The issuance and sale of Placement Notes through MLV will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Notes. The Company has also entered into a separate At-the Market Issuance Sales Agreement, dated as of even date herewith (the “Alternative Sales Agreement”), pursuant to which it may, from time to time during the term of this Forward Purchase Commitment Agreement such Alternative Sales Agreement, issue and sell through or to JMP Securities LLC (this the AgreementAlternative Agent”), authorize as sales agent and/or principal, the issuance Notes. The aggregate amount of Notes that may be sold pursuant to this Agreement, the Alternative Sales Agreement and sale any agreement entered into with any Additional Agents shall not exceed the Maximum Amount. The Company has filed, in accordance with the provisions of one or more series the Securities Act of 1933, as amended, and the rules and regulations thereunder (eachthe “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3 (File No. 333-171537), including a base prospectus, relating to certain securities, including the Placement Notes to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the SeriesExchange Act) ). The Company has prepared a prospectus supplement to the base prospectus included as part of Asset Backed such registration statement specifically relating to the Placement Notes (the “Notes”). Each Series of Notes will be issued by a separate trust (each, a “Trust”) entitled “AmeriCredit Automobile Receivables Trust 200 - ,” pursuant to an indenture between such Trust and the trustee and trust collateral agent named therein (the “Trustee”). In addition to the Notes of each Series, each Trust will also issue an Asset Backed Certificate representing the beneficial ownership interest in the Trust (the “Certificate”) (the Notes and the Certificate issued by a Trust, collectively, the “Securities”) pursuant to a Trust Agreement, between the Seller and the entity named therein, as owner trustee (the “Owner TrusteeProspectus Supplement”). The assets Company will furnish to MLV, for use by MLV, copies of each Trust will include a pool the base prospectus included as part of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the “Receivables”) and certain monies due thereunder. The applicable Trust shall enter into an interest rate swap or cap agreement on the applicable Closing Date to hedge the floating interest rate on any floating rate Notes issued. Each Trust will enter into a Sale and Servicing Agreement among the related Trust, the Sponsorsuch registration statement, as servicersupplemented by the Prospectus Supplement, relating to the Seller and Placement Notes. Except where the entity named context otherwise requires, such registration statement, including all documents filed as part thereof or incorporated by reference therein, as trust collateral agent and backup servicer (each, including any information contained in a “Sale and Servicing Agreement”) pursuant to which the Receivables will be serviced. The Notes of one or more Series may have the benefit of a note insurance policy (each, a “Note Insurance Policy”), issued by Financial Security Assurance Inc., a New York financial guaranty insurance company (the “Note Insurer”). In connection with the issuance of each Note Insurance Policy (i) the Companies, the related Trust, AmeriCredit Corp. and the Note Insurer will execute and deliver an Insurance Agreement, (ii) the Seller, the Representative Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the Note Insurer will execute documents incorporated or deemed incorporated by reference therein, and deliver an Indemnification Agreement andany reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Appears in 1 contract

Samples: Sales Agreement (Arlington Asset Investment Corp.)

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Issuance and Sale of Notes. The Sponsor may, from time to time during the term of this Forward Purchase Commitment Agreement (this “Agreement”), authorize has authorized the issuance and sale of one or more series (each, a “Series”) of $____________ Class A ___% Asset Backed Notes (the "Notes"). Each Series of The Notes will are to be issued by a separate trust (each, a “Trust”) entitled “AmeriCredit Automobile Long Beach Acceptance Auto Receivables Trust 200 - ,” 20__-_ (the "Trust") pursuant to an indenture Indenture, to be dated as of _____________, 20__ (the "Indenture"), between such the Trust and the [Name of indenture trustee], a ________________, as indenture trustee and trust collateral agent named therein (the "Trustee”)") and as Trust Collateral Agent. In addition to the Notes of each SeriesNotes, each the Trust will also issue an Asset Backed Certificate representing the beneficial ownership interest interests in the Trust (the "Certificate") (the Notes and the Certificate issued by a TrustCertificate, collectively, the "Securities") pursuant to a Trust Agreement, dated as of ____________, 20__, as amended and restated as of ___________, 2001 between the Seller and the entity named therein[Name of owner trustee], as owner trustee (the "Owner Trustee"). The assets of each the Trust will initially include a pool of retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the "[Initial] Receivables") and certain monies due thereunderthereunder on or after ________________, 20__ (the "[Initial] Cutoff Date"). [Additional retail installment sale contracts secured by new or used automobiles, light duty trucks and vans (the "Subsequent Receivables") and certain monies due thereunder on or after the applicable Subsequent Cutoff Date are intended to be purchased by the Trust from the Seller from time to time on or before the end of the Funding Period, from funds available under the Pre-Funded Amount. The applicable Trust shall enter into an interest rate swap or cap agreement on the applicable Closing Date to hedge the floating interest rate on any floating rate Notes issued. Each Trust will enter into a Sale and Servicing Agreement among the related Trust, the Sponsor, as servicer, the Seller [Initial] Receivables and the entity named therein, Subsequent Receivables are hereinafter referred to as trust collateral agent and backup servicer (each, a “Sale and Servicing Agreement”) pursuant to which the Receivables will be serviced. "Receivables."] [The Notes of one or more Series may will have the benefit of a note insurance policy (each, a “the "Note Insurance Policy"), issued by Financial Security Assurance Inc.________________, a New York financial guaranty insurance company __________________ organized under the laws of _____________ (the "Note Insurer"). .] [In connection with the issuance of each the Note Insurance Policy (i) the Companies, the related Trust, AmeriCredit Corp. Trust and the Note Insurer will execute and deliver an Insurance Agreement dated as of ______________, 2001 (the "Insurance Agreement, ") and (ii) the Seller, the Representative (as defined below) Underwriters and the Note Insurer will execute and deliver an Indemnification Agreement anddated as of ____________, 2001 (the "Indemnification Agreement").]

Appears in 1 contract

Samples: Underwriting Agreement (Long Beach Acceptance Corp)

Issuance and Sale of Notes. The Sponsor mayCompany agrees that, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agents up to an aggregate principal amount of $25,000,000 (the “Maximum Amount”) of the Company’s 6.50% Senior Notes due 2027 (the “Notes”), from time to time during the term of this Forward Purchase Commitment Agreement (this the AgreementPlacement Notes”). Notwithstanding anything to the contrary contained herein, authorize the parties hereto agree that compliance with the limitations set forth in this Section 1 on the aggregate principal amount of Placement Notes issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agents shall have no obligation in connection with such compliance. The issuance and sale of one or more series Placement Notes through the Agents will be effected pursuant to the Registration Statement (eachas defined below), a “Series”) of Asset Backed Notes (although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Notes”). Each Series of The Placement Notes will be issued by a separate trust (each, a “Trust”) entitled “AmeriCredit Automobile Receivables Trust 200 - ,” pursuant to under an indenture dated as of November 21, 2017 (the “Base Indenture”), as supplemented by the First Supplemental Indenture dated as of November 21, 2017 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between such Trust the Company and the U.S. Bank National Association, as trustee and trust collateral agent named therein (the “Trustee”). In addition The Securities will be issued to Cede & Co., as nominee of the Notes of each Series, each Depository Trust will also issue an Asset Backed Certificate representing the beneficial ownership interest in the Trust Company (the Certificate”) (the Notes and the Certificate issued by a Trust, collectively, the “SecuritiesDTC”) pursuant to a Trust Agreement, between blanket letter of representations delivered to DTC prior to the Seller and the entity named therein, as owner trustee date hereof (the “Owner TrusteeDTC Letter”). The assets Indenture has been qualified under the Trust Indenture Act of each Trust will include a pool of retail installment sale contracts secured by new or used automobiles1939, light duty trucks and vans as amended (the “ReceivablesTrust Indenture Act) and certain monies due thereunder). The applicable Trust shall enter into an interest rate swap or cap agreement on Company has filed, in accordance with the applicable Closing Date to hedge provisions of the floating interest rate on any floating rate Notes issued. Each Trust will enter into a Sale and Servicing Agreement among the related Trust, the SponsorSecurities Act of 1933, as servicer, amended (the Seller and the entity named therein, as trust collateral agent and backup servicer (each, a Sale and Servicing Agreement”) pursuant to which the Receivables will be serviced. The Notes of one or more Series may have the benefit of a note insurance policy (each, a “Note Insurance PolicySecurities Act”), issued by Financial Security Assurance Inc., a New York financial guaranty insurance company and the rules and regulations thereunder (the “Note InsurerSecurities Act Rules and Regulations”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form S-3, including a prospectus, relating to the Placement Notes to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange Act Rules and Regulations”). In connection with The Company will, if necessary, prepare a prospectus supplement to the issuance prospectus included as part of each Note Insurance Policy such registration statement specifically relating to the Placement Notes (i) the Companies“Prospectus Supplement”). The Company will furnish to Ladenburg, for use by the related TrustAgents, AmeriCredit Corp. copies of the prospectus relating to the Placement Notes included as part of such registration statement, as supplemented by the Prospectus Supplement. Except where the context otherwise requires, such registration statement, and the Note Insurer will execute any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and deliver an Insurance Agreement, (ii) the Seller, the Representative including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, is herein called the “Registration Statement.” The prospectus specifically relating to the Placement Notes, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the Note Insurer will execute documents incorporated by reference therein, and deliver an Indemnification Agreement andany reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXX”).

Appears in 1 contract

Samples: Ladenburg Thalmann Financial Services (Ladenburg Thalmann Financial Services Inc.)

Issuance and Sale of Notes. The Sponsor mayCompany agrees that, from time to time during the term of this Forward Purchase Commitment Agreement (this “Agreement”), authorize on the issuance terms and sale of one subject to the conditions set forth herein, it may issue and sell through or more series (eachto the Agent, a “Series”) of Asset Backed as sales agent and/or principal, the Company’s 7.00% Fixed Rate Senior Unsecured Notes due 2025 (the “Notes”). Each Series of Notes will ) to be issued under the Indenture dated as of May 12, 2014 (the “Base Indenture”), as amended and supplemented by a separate trust the Fourth Supplemental Indenture dated as of May 29, 2020 (eachthe “Supplemental Indenture” and, a together with the Base Indenture, the TrustIndenture) entitled “AmeriCredit Automobile Receivables ), between the Company and Deutsche Bank Trust 200 - ,” pursuant to an indenture between such Trust and the Company Americas, as trustee and trust collateral agent named therein (the “Trustee”). In addition , from time to time during the Notes term of each Series, each Trust will also issue an Asset Backed Certificate representing the beneficial ownership interest in the Trust this Agreement (the “CertificatePlacement Notes); provided however, that in no event shall the Company issue or sell through the Agent such aggregate principal amount of Placement Notes that would exceed the lesser of (a) the aggregate principal amount of Notes registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made and (b) the aggregate principal amount of Notes set forth on the cover page of the Prospectus Supplement (as defined below) (the Notes and the Certificate issued by a Trust, collectivelylesser of (a) or (b), the “SecuritiesMaximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the aggregate principal amount of Placement Notes issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Notes through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Notes. The Placement Notes will be issued to Cede & Co., as nominee of the Depository Trust Company (“DTC”) pursuant to a Trust Agreement, between the Seller and the entity named therein, as owner trustee blanket letter of representations (the “Owner TrusteeDTC Agreement”) to be dated on or prior to the date hereof between the Company and DTC. The Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The assets Company has filed, in accordance with the provisions of each Trust will include a pool the Securities Act of retail installment sale contracts secured by new or used automobiles1933, light duty trucks as amended, and vans the rules and regulations thereunder (the “Receivables”) and certain monies due thereunder. The applicable Trust shall enter into an interest rate swap or cap agreement on the applicable Closing Date to hedge the floating interest rate on any floating rate Notes issued. Each Trust will enter into a Sale and Servicing Agreement among the related Trust, the Sponsor, as servicer, the Seller and the entity named therein, as trust collateral agent and backup servicer (each, a “Sale and Servicing Agreement”) pursuant to which the Receivables will be serviced. The Notes of one or more Series may have the benefit of a note insurance policy (each, a “Note Insurance PolicySecurities Act”), issued by Financial Security Assurance Inc., a New York financial guaranty insurance company with the United States Securities and Exchange Commission (the “Note InsurerCommission”), a registration statement on Form F-3 (File No. 333-230469), including a base prospectus, relating to certain securities, including the Placement Notes, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange Act”). In connection with The Company has prepared a prospectus supplement to the issuance base prospectus included as part of each Note Insurance Policy such registration statement specifically relating to the Placement Notes (i) the Companies“Prospectus Supplement”). The Company will furnish to the Agent, for use by the related TrustAgent, AmeriCredit Corp. copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Notes. Except where the context otherwise requires, such registration statement, and the Note Insurer will execute any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and deliver an Insurance Agreement, (ii) the Seller, the Representative including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Notes, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the Note Insurer will execute documents incorporated by reference therein, and deliver an Indemnification Agreement andany reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

Appears in 1 contract

Samples: Scorpio Tankers Inc.

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