Issuer Notes Sample Clauses

Issuer Notes. Golux Xxxital BDC CLO III Depositor LLC (the "Depositor") represents and warrants to the Initial Purchaser that (i) the Depositor is familiar with the identity and, to the extent applicable for compliance with securities laws, the financial position of the purchasers of the Issuer Notes, (ii) each purchaser of the Issuer Notes is both (A) a (x) Qualified Institutional Buyer, (y) Institutional Accredited Investor or (z) other Accredited Investor that is a Knowledgeable Employee with respect to the Issuer or the Collateral Manager or an entity owned exclusively by Qualified Purchasers affiliated with the Collateral Manager and/or Knowledgeable Employees with respect to the Issuer or the Collateral Manager and (B) a (i) Qualified Purchaser or (ii) a Knowledgeable Employee with respect to the Issuer or the Collateral Manager or an entity owned exclusively by Qualified Purchasers affiliated with the Collateral Manager and/or by Knowledgeable Employees with respect to the Issuer or the Collateral Manager and (iii) it understands and agrees that the Initial Purchaser is not responsible for any placement of the Issuer Notes or verifying the status of any purchaser of the Issuer Notes. The provisions of this Section 19 shall survive the termination of this Agreement. For the avoidance of doubt, the Issuer Notes will be placed directly by the Issuer to the Holders thereof and the Depositor shall have no responsibility with respect to the sale and placement of the Issuer Notes or any other Notes. Please confirm your agreement to the foregoing by signing in the space provided below for that purpose and returning to us a copy hereof, whereupon this Purchase Agreement shall constitute a binding agreement among the parties hereto. Very truly yours, GOLUX XXXITAL BDC CLO III LLC By: ____/s/ Ross X. Xxxne_______________ Name: Ross X. Xxxxx Xxtle: Chief Financial Officer GOLUX XXXITAL BDC CLO III DEPOSITOR LLC for purposes of Section 19 only By: ____/s/ Ross X. Xxxne______________ Name: Ross X. Xxxxx Xxtle: Chief Financial Officer Accepted at New York, New York, as of the date first above written MORGXX XXXNXXX & XO. LLC, as Initial Purchaser By: _____/s/ Rachxx Xxxsell____________ Name: Rachxx Xxxxxxx Xxtle: Managing Director SCHEDULE I Purchased Notes RATED NOTES Notes Par or Face Amount of Purchased Notes Price (%) Purchase Price Class A Notes $327,000,000 100.00% $327,000,000 Class B Notes $61,200,000 100.00% $61,200,000 Class C-1 Notes $20,000,000 100.00% $20,000,000 C...
Sample 1
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Issuer Notes. The 12% senior secured notes due 2015 of the U.S. Issuer, identical in all material respects to the U.S. Issuer Notes, including the guarantees endorsed xxxxxxx, except for references to series and restrictive legends. Filing Date: The 300th day after the Closing Date. FINRA: Financial Industry Regulatory Authority, Inc. Guarantor: See the introductory paragraph to this Agreement. Holder: Any beneficial holder of Registrable Units.
Sample 1
Issuer Notes. The Reg S Global Ninth Issuer Notes will be deposited with JPMorgan Chase Bank, N.A., London Branch as common depositary for, and registered in the name of a nominee of, Clearstream Banking, societe anonyme ("CLEARSTREAM, LUXEMBOURG") and Euroclear Bank S.A./ N.V., as operator of the Euroclear System ("EUROCLEAR"). The Dollar Global Ninth Issuer Notes and the Reg S Global Ninth Issuer Notes are collectively referred to herein as the "GLOBAL NINTH ISSUER NOTES". For so long as any Ninth Issuer Notes are represented by a Global Ninth Issuer Note, transfers and exchanges of beneficial interests in such Global Ninth Issuer Notes and entitlement to payments thereunder will be effected subject to and in accordance with the rules and procedures from time to time of DTC, Euroclear and/or Clearstream, Luxembourg as appropriate. A Global Ninth Issuer Note will be exchanged for each of the Ninth Issuer Notes of the relevant series and class and (in the case of the Dollar Global Ninth Issuer Notes) type in definitive registered form ("DEFINITIVE NINTH ISSUER NOTES") only if any of the following applies:
Sample 1
Issuer Notes. The obligation of the UK Issuer to pay Additional Amounts if and when due will survive the termination of this Indenture and the payment of all amounts in respect of the UK Issuer Notes. Wherever in this Indenture or in the Notes there is in any provision any reference to the payment or delivery of amounts due on the Notes, whether at maturity or pursuant to any earlier redemption or repayment or otherwise, references to such amounts shall be deemed to include such Additional Amounts if, as and to the extent such Additional Amounts are payable with respect to such payment or delivery in accordance with the terms of this Indenture and the Notes, whether or not express mention to such Additional Amounts shall be made in any such provision.
Sample 1

Related to Issuer Notes

  • Special Notes The Seller’s warranty replacement and aftermarket service parts will be made available through Authorized Wholesalers, Distributors, certain OEM and National Accounts or from Seller directly depending on the market place. Only the Seller’s certified parts are to be used for in-warranty replacement of defective parts supplied on the Seller’s products. All warranty parts are shipped either freight collect or pre-paid and charged via the most economical means as determined by the Seller. The Seller reserves the right to furnish refurbished parts for service replacements. The Seller reserves the right to replace defective part(s) on an assembly rather than replacing the complete assembly. The Seller reserves the right to inspect all parts removed and or replaced in the course of effecting repairs that will be invoiced to the Seller under the terms and conditions of the warranty policy. This inspection time and location is at the discretion of Seller. All in-warranty parts that are defective and not required to be returned to the Seller MUST NOT be scrapped until a warranty credit is issued. Special circumstances may dictate that a certain item must be returned to the Seller for analysis. Care must be taken to avoid premature disposal of any part(s) prior to authorization or issuance of a credit note.

  • 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.

  • 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.

  • Exchange Notes The 4.875% Notes due 2026 of the same series under the Indenture as the Notes, to be issued to Holders in exchange for Registrable Notes pursuant to this Agreement.

  • 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.

  • Replacement Notes If any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Company will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company may charge for its expenses in replacing a Note. Every replacement Note is an additional obligation of the Company and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

  • Senior Notes Notwithstanding the foregoing, the following additional provisions shall apply to Senior Notes:

  • 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.”

  • Other Notes The Borrower agrees that it shall not provide any holder of the Notes issued on or about March 6, 2007, August 5, 2008, September 29, 2008 or October 31, 2008 (the "Other Notes") any concession or payment with respect to such Other Notes without first offering the Lender the opportunity to receive such payment or concession with respect to the Notes.

  • Additional Notes; Repurchases The Company may, without the consent of the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same terms as the Notes initially issued hereunder (other than differences in the issue price and interest accrued prior to the issue date of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not fungible with the Notes initially issued hereunder for U.S. federal income tax purposes, such additional Notes shall have a separate CUSIP number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover such matters, in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08 and such Notes shall no longer be considered outstanding under this Indenture upon their repurchase.

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