Common use of Registered Clause in Contracts

Registered. No. R-A- up to $[ ] SEE REVERSE FOR CERTAIN CONDITIONS ICON BRAND HOLDINGS LLC, ICON DE INTERMEDIATE HOLDINGS LLC, ICON DE HOLDINGS LLC and ICON NY HOLDINGS LLC SERIES 2012-1 VARIABLE FUNDING SENIOR NOTE, CLASS A-1 SUBCLASS: SERIES 2012-1 CLASS A-1 ADVANCE NOTE ICON BRAND HOLDINGS LLC, a limited liability company formed under the laws of the State of Delaware, ICON DE INTERMEDIATE HOLDINGS LLC, a limited liability company formed under the laws of the State of Delaware, ICON DE HOLDINGS LLC, a limited liability company formed under the laws of the State of Delaware, and ICON NY HOLDINGS LLC, a limited liability company formed under the laws of the State of Delaware (herein referred to, collectively, as the “Co-Issuers”), for value received, hereby jointly and severally promise to pay to [ ] or registered assigns, up to the principal sum of [ ] DOLLARS ($[ ]) or such lesser amount as shall equal the portion of the Series 2012-1 Class A-1 Outstanding Principal Amount evidenced by this Note as provided in the Indenture and the Series 2012-1 Class A-1 Note Purchase Agreement. Payments of principal shall be payable in the amounts and at the times set forth in the Indenture described herein; provided, however, that the entire unpaid principal amount of this Note shall be due on January 25, 2043 (the “Series 2012-1 Legal Final Maturity Date”). Pursuant to the Series 2012-1 Class A-1 Note Purchase Agreement and the Series 2012-1 Supplement, the principal amount of this Note may be subject to Increases or Decreases on any Business Day during the Commitment Term, and principal with respect to the Series 2012-1 Class A-1 Notes may be paid earlier than the Series 2012-1 Legal Final Maturity Date as described in the Indenture. The Co-Issuers will pay interest on this Series 2012-1 Class A-1 Advance Note (this “Note”) at the Series 2012-1 Class A-1 Note Rate for each Interest Period in accordance with the terms of the Indenture. Such amounts due on this Note will be payable in arrears on each Quarterly Payment Date, which will be on the 25th day (or, if such 25th day is not a Business Day, the next succeeding Business Day) of each January, April, July and October, commencing April 25, 2013 (each, a “Quarterly Payment Date”). Such amounts due on this Note will accrue for each Quarterly Payment Date with respect to (i) initially, the period from and including November 29, 2012 to but excluding April 25, 2013 and (ii) thereafter, the period commencing on and including the day that is two (2) Business Days prior to an Accounting Date and ending on but excluding the day that is two (2) Business Days prior to the next succeeding Accounting Date (each, an “Interest Period”). Such amounts due on this Note (and interest on

Appears in 1 contract

Samples: Base Indenture (Iconix Brand Group, Inc.)

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Registered. No. R-A- up to $[ ] SEE REVERSE FOR CERTAIN CONDITIONS ICON BRAND HOLDINGS LLCWENDY’S FUNDING, ICON DE INTERMEDIATE HOLDINGS LLC, ICON DE HOLDINGS LLC and ICON NY HOLDINGS LLC SERIES 20122019-1 VARIABLE FUNDING SENIOR NOTE, CLASS A-1 SUBCLASS: SERIES 20122019-1 CLASS A-1 ADVANCE NOTE ICON BRAND HOLDINGS LLCWENDY’S FUNDING, a limited liability company formed under the laws of the State of Delaware, ICON DE INTERMEDIATE HOLDINGS LLC, a limited liability company formed under the laws of the State of Delaware, ICON DE HOLDINGS LLC, a limited liability company formed under the laws of the State of Delaware, and ICON NY HOLDINGS LLC, a limited liability company formed under the laws of the State of Delaware (herein referred to, collectively, to as the “Co-IssuersMaster Issuer”), for value received, hereby jointly and severally promise promises to pay to [ ] or registered assigns, up to the principal sum of [ ] DOLLARS ($[ ]) or such lesser amount as shall equal the portion of the Series 20122019-1 Class A-1 Outstanding Principal Amount evidenced by this Note as provided in the Indenture and the Series 20122019-1 Class A-1 Note Purchase Agreement. Payments of principal shall be payable in the amounts and at the times set forth in the Indenture described herein; provided, however, that the entire unpaid principal amount of this Note shall be due on January 25, 2043 the Quarterly Payment Date occurring in June 2049 (the “Series 20122019-1 Legal Final Maturity Date”). Pursuant to the Series 20122019-1 Class A-1 Note Purchase Agreement and the Series 20122019-1 Supplement, the principal amount of this Note may be subject to Increases or Decreases on any Business Day during the Series 2019-1 Class A-1 Commitment Term, and principal with respect to the Series 20122019-1 Class A-1 Notes may be paid earlier than the Series 20122019-1 Legal Final Maturity Date as described in the Indenture. The Co-Issuers Master Issuer will pay interest on this Series 20122019-1 Class A-1 Advance Note (this “Note”) at the Series 20122019-1 Class A-1 Note Rate for each Interest Accrual Period in accordance with the terms of the Indenture. Such amounts due on this Note will be payable in arrears on each Quarterly Payment Date, which will be on the 25th 15th day (or, if such 25th day date is not a Business Day, the next succeeding Business Day) of each JanuaryMarch, AprilJune, July September and OctoberDecember, commencing April 25on September 16, 2013 2019 (each, a “Quarterly Payment Date”). Such amounts due on this Note will accrue for each Quarterly Payment Date with respect to (i) initially, the period from and including November 29, 2012 the Closing Date to but excluding April 25, 2013 the first day of the first Quarterly Fiscal Period and (ii) thereafter, the period commencing on and including the first day that is two (2) Business Days prior to an Accounting Date of a Quarterly Fiscal Period and ending on but excluding the first day that is two (2) Business Days prior to of the next succeeding Accounting Date immediately following Quarterly Fiscal Period (each, an “Interest Accrual Period”). Such amounts due on this Note (and interest onon any defaulted payments of amounts due on this Note at the same rate) will be computed in accordance with the Indenture. In addition, under the circumstances set forth in the Indenture, the Master Issuer shall also pay contingent interest on this Note at the Series 2019-1 Class A-1 Post-Renewal Date Contingent Interest Rate, and such contingent interest shall be computed and shall be payable in the amounts and at the times set forth in the Indenture. In addition to and not in limitation of the foregoing and the provisions of the Indenture and the Series 2019-1 Class A-1 Note Purchase Agreement, the Master Issuer further agrees to pay to the holder of this Note such holder’s portion of the other fees, costs and expense reimbursements, indemnification amounts and other amounts, if any, due and payable in accordance with the Indenture and the Series 2019-1 Class A-1 Note Purchase Agreement. The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof, which shall be attached hereto and made a part hereof, the date and amount of each Increase and Decrease with respect thereto and the Series 2019-1 Class A-1 Note Rate applicable thereto. Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Master Issuer in respect of the Series 2019-1 Class A-1 Outstanding Principal Amount. The amounts due on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Master Issuer with respect to this Note shall be applied as provided in the Indenture. This Note is subject to mandatory and optional prepayment as set forth in the Indenture. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Master Issuer and the Trustee. A copy of the Indenture may be requested from the Trustee by writing to the Trustee at: Citibank, N.A., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Citibank Agency & Trust – Xxxxx’s Funding, LLC. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Indenture. In the event of any inconsistency between the provisions of this Note and the Indenture, the provisions of the Indenture shall govern. Subject to the next following paragraph, the Master Issuer hereby certifies and declares that all acts, conditions and things required to be done and performed and to have happened prior to the creation of this Note and to constitute it as the valid obligation of the Master Issuer enforceable in accordance with its terms, have been done and performed and have happened in due compliance with all applicable laws and in accordance with the terms of the Indenture. Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Note Purchase Agreement (Wendy's Co)

Registered. No. R-A- S- up to $[ ] SEE REVERSE FOR CERTAIN CONDITIONS ICON BRAND HOLDINGS LLCWENDY’S FUNDING, ICON DE INTERMEDIATE HOLDINGS LLC, ICON DE HOLDINGS LLC and ICON NY HOLDINGS LLC SERIES 20122019-1 VARIABLE FUNDING SENIOR NOTE, CLASS A-1 SUBCLASS: SERIES 20122019-1 CLASS A-1 ADVANCE SWINGLINE NOTE ICON BRAND HOLDINGS LLCWENDY’S FUNDING, a limited liability company formed under the laws of the State of Delaware, ICON DE INTERMEDIATE HOLDINGS LLC, a limited liability company formed under the laws of the State of Delaware, ICON DE HOLDINGS LLC, a limited liability company formed under the laws of the State of Delaware, and ICON NY HOLDINGS LLC, a limited liability company formed under the laws of the State of Delaware (herein referred to, collectively, to as the “Co-IssuersMaster Issuer”), for value received, hereby jointly and severally promise promises to pay to [ ] or registered assigns, up to the principal sum of [ ] DOLLARS ($[ ]) or such lesser amount as shall equal the portion of the Series 20122019-1 Class A-1 Outstanding Principal Amount evidenced by this Note as provided in the Indenture and the Series 20122019-1 Class A-1 Note Purchase Agreement. Payments of principal shall be payable in the amounts and at the times set forth in the Indenture described herein; provided, however, that the entire unpaid principal amount of this Note shall be due on January 25, 2043 the Quarterly Payment Date occurring in June 2049 (the “Series 20122019-1 Legal Final Maturity Date”). Pursuant to the Series 20122019-1 Class A-1 Note Purchase Agreement and the Series 20122019-1 Supplement, the principal amount of this Note may be subject to Subfacility Increases or Subfacility Decreases on any Business Day during the Series 2019-1 Class A-1 Commitment Term, and principal with respect to the Series 20122019-1 Class A-1 Notes may be paid earlier than the Series 20122019-1 Legal Final Maturity Date as described in the Indenture. The Co-Issuers Master Issuer will pay interest on this Series 20122019-1 Class A-1 Advance Swingline Note (this “Note”) at the Series 20122019-1 Class A-1 Note Rate for each Interest Accrual Period in accordance with the terms of the Indenture. Such amounts due on this Note will be payable in arrears on each Quarterly Payment Date, which will be on the 25th 15th day (or, if such 25th day date is not a Business Day, the next succeeding Business Day) of each JanuaryMarch, AprilJune, July September and OctoberDecember, commencing April 25on September 16, 2013 2019 (each, a “Quarterly Payment Date”). Such amounts due on this Note will accrue for each Quarterly Payment Date with respect to (i) initially, the period from and including November 29, 2012 the Closing Date to but excluding April 25, 2013 the first day of the first Quarterly Fiscal Period and (ii) thereafter, the period commencing on and including the first day that is two (2) Business Days prior to an Accounting Date of a Quarterly Fiscal Period and ending on but excluding the first day that is two (2) Business Days prior to of the next succeeding Accounting Date immediately following Quarterly Fiscal Period (each, an “Interest Accrual Period”). Such amounts due on this Note (and interest onon any defaulted payments of amounts due on this Note at the same rate) will be computed in accordance with the Indenture. In addition, under the circumstances set forth in the Indenture, the Master Issuer shall also pay contingent interest on this Note at the Series 2019-1 Class A-1 Post-Renewal Date Contingent Interest Rate, and such contingent interest shall be computed and shall be payable in the amounts and at the times set forth in the Indenture. In addition to and not in limitation of the foregoing and the provisions of the Indenture and the Series 2019-1 Class A-1 Note Purchase Agreement, the Master Issuer further agrees to pay to the holder of this Note such holder’s portion of the other fees, costs and expense reimbursements, indemnification amounts and other amounts, if any, due and payable in accordance with the Indenture and the Series 2019-1 Class A-1 Note Purchase Agreement. The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof, which shall be attached hereto and made a part hereof, the date and amount of each Subfacility Increase and Subfacility Decrease with respect thereto and the Series 2019-1 Class A-1 Note Rate applicable thereto. Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Master Issuer in respect of the Series 2019-1 Class A-1 Outstanding Principal Amount. The amounts due on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Master Issuer with respect to this Note shall be applied as provided in the Indenture. This Note is subject to mandatory and optional prepayment as set forth in the Indenture. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Master Issuer and the Trustee. A copy of the Indenture may be requested from the Trustee by writing to the Trustee at: Citibank, N.A., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Citibank Agency & Trust – Xxxxx’s Funding, LLC. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Indenture. In the event of any inconsistency between the provisions of this Note and the Indenture, the provisions of the Indenture shall govern. Subject to the next following paragraph, the Master Issuer hereby certifies and declares that all acts, conditions and things required to be done and performed and to have happened prior to the creation of this Note and to constitute it as the valid obligation of the Master Issuer enforceable in accordance with its terms, have been done and performed and have happened in due compliance with all applicable laws and in accordance with the terms of the Indenture. Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Note Purchase Agreement (Wendy's Co)

Registered. No. R-A- up to 1 $[ ] 100,000,000 SEE REVERSE FOR CERTAIN CONDITIONS ICON BRAND HOLDINGS LLCDEFINITIONS THE PRINCIPAL OF THIS NOTE MAY BE INCREASED AND DECREASED AS SPECIFIED IN THE SERIES 2010-A SUPPLEMENT AND IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, ICON DE INTERMEDIATE HOLDINGS LLCTHE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. COFINA FUNDING, ICON DE HOLDINGS LLC and ICON NY HOLDINGS LLC SERIES 20122010-1 A COFINA VARIABLE FUNDING SENIOR NOTEASSET-BACKED NOTES COFINA FUNDING, CLASS A-1 SUBCLASS: SERIES 2012-1 CLASS A-1 ADVANCE NOTE ICON BRAND HOLDINGS LLC, a limited liability company formed under the laws of the State of Delaware, ICON DE INTERMEDIATE HOLDINGS LLC, a limited liability company formed under the laws of the State of Delaware, ICON DE HOLDINGS LLC, a limited liability company formed under the laws of the State of Delaware, organized and ICON NY HOLDINGS LLC, a limited liability company formed existing under the laws of the State of Delaware (herein referred to, collectively, to as the “Co-IssuersIssuer”), for value received, hereby jointly and severally promise promises to pay COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A. “RABOBANK NEDERLAND”, NEW YORK BRANCH, as the Funding Agent for the Purchasers party to [ ] the Note Purchase Agreement, or registered assigns, up to the principal sum of [ ] ONE HUNDRED MILLION DOLLARS ($[ ]) U.S.$100,000,000), or such lesser if less is due in whole or in part, the unpaid principal amount of all outstanding amounts borrowed by the Issuer when due as shall equal shown on the portion of the Series 2012-1 Class A-1 Outstanding Principal Amount evidenced by this Note as provided reverse hereof or an attachment hereto and recorded in the Indenture Note Register by the Transfer Agent and the Series 2012-1 Class A-1 Note Purchase Agreement. Payments of principal shall be Registrar, payable on each Settlement Date in the amounts and at the times set forth specified in the Indenture described hereinSeries 2010-A Supplement, dated as of December 23, 2010 (as amended, supplemented or otherwise modified from time to time, the “Series 2010-A Supplement”), between the Issuer and the Trustee to the Base Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on January 25, 2043 (the “Series 2012-1 Legal Final Maturity Date”Settlement Date (as defined in the Series 2010-A Supplement). Pursuant to the Series 2012-1 Class A-1 Note Purchase Agreement and the Series 2012-1 Supplement, the principal amount of this Note may be subject to Increases or Decreases on any Business Day during the Commitment Term, and principal with respect to the Series 2012-1 Class A-1 Notes may be paid earlier than the Series 2012-1 Legal Final Maturity Date as described in the Indenture. The Co-Issuers Issuer will pay interest on this Series 2012-1 Class A-1 Advance Note (this “Note”) on each Settlement Date at the Series 2012-1 Class A-1 Note Rate (as defined in the Series 2010-A Supplement) until the principal of this Note is paid or made available for payment, on the average daily outstanding principal balance of this Note during the related Settlement Period (as defined in the Series 2010-A Supplement). Interest will be computed on the basis set forth in the Indenture. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Issuer hereby irrevocably authorizes the Funding Agent to enter on the reverse hereof or on an attachment hereto the date and amount of each Interest Period borrowing and principal payment under and in accordance with the terms Indenture. Issuer agrees that this Note, upon each such entry being duly made, shall evidence the indebtedness of Issuer with the same force and effect as if set forth in a separate Note executed by Issuer; provided that such entry is recorded by the Transfer Agent and Registrar in the Note Register. Reference is made to the further provisions of this Note set forth on the reverse hereof and to the Indenture, which shall have the same effect as though fully set forth on the face of this Note. Such amounts due on Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note will shall not be payable in arrears on each Quarterly Payment Date, which will be entitled to any benefit under the Indenture referred to on the 25th day (orreverse hereof, if such 25th day is not a Business Day, the next succeeding Business Day) of each January, April, July and October, commencing April 25, 2013 (each, a “Quarterly Payment Date”). Such amounts due on this Note will accrue or be valid or obligatory for each Quarterly Payment Date with respect to (i) initially, the period from and including November 29, 2012 to but excluding April 25, 2013 and (ii) thereafter, the period commencing on and including the day that is two (2) Business Days prior to an Accounting Date and ending on but excluding the day that is two (2) Business Days prior to the next succeeding Accounting Date (each, an “Interest Period”). Such amounts due on this Note (and interest onany purpose.

Appears in 1 contract

Samples: CHS Inc

Registered. No. R-A- S- up to $[ ] SEE REVERSE FOR CERTAIN CONDITIONS ICON BRAND HOLDINGS DOMINO’S PIZZA MASTER ISSUER LLC, ICON DE INTERMEDIATE HOLDINGS LLCDOMINO’S SPV CANADIAN HOLDING COMPANY INC., ICON DE HOLDINGS DOMINO’S PIZZA DISTRIBUTION LLC and ICON NY HOLDINGS DOMINO’S IP HOLDER LLC SERIES 20122021-1 VARIABLE FUNDING SENIOR SECURED NOTE, CLASS A-1 SUBCLASS: SERIES 20122021-1 CLASS A-1 ADVANCE SWINGLINE NOTE ICON BRAND HOLDINGS DOMINO’S PIZZA MASTER ISSUER LLC, a limited liability company formed under the laws of the State of Delaware, ICON DE INTERMEDIATE HOLDINGS LLCDOMINO’S SPV CANADIAN HOLDING COMPANY INC., a limited liability company formed corporation incorporated under the laws of the State of Delaware, ICON DE HOLDINGS DOMINO’S PIZZA DISTRIBUTION LLC, a limited liability company formed under the laws of the State of Delaware, and ICON NY HOLDINGS DOMINO’S IP HOLDER LLC, a limited liability company formed under the laws of the State of Delaware (herein referred to, collectively, as the “Co-Issuers”), for value received, hereby jointly and severally promise to pay to [ ] or registered assigns, up to the principal sum of [ ] DOLLARS ($[ ]) or such lesser amount as shall equal the portion of the Series 20122021-1 Class A-1 Outstanding Principal Amount evidenced by this Note as provided in the Indenture and the Series 20122021-1 Class A-1 Note Purchase Agreement. Payments of principal shall be payable in the amounts and at the times set forth in the Indenture described herein; provided, however, that the entire unpaid principal amount of this Note shall be due on January April 25, 2043 2051 (the “Series 20122021-1 Legal Final Maturity Date”). Pursuant to the Series 20122021-1 Class A-1 Note Purchase Agreement and the Series 20122021-1 Supplement, the principal amount of this Note may be subject to Subfacility Increases or Subfacility Decreases on any Business Day during the Commitment Term, and principal with respect to the Series 20122021-1 Class A-1 Notes may be paid earlier than the Series 20122021-1 Legal Final Maturity Date as described in the Indenture. The Co-Issuers will pay interest on this Series 20122021-1 Class A-1 Advance Swingline Note (this “Note”) at the Series 20122021-1 Class A-1 Note Rate for each Interest Period in accordance with the terms of the Indenture. Such amounts due on this Note will be payable in arrears on each Quarterly Payment Date, which will be on the 25th day (or, if such 25th day is not a Business Day, the next succeeding Business Day) of each January, April, July and October, commencing April 25July 26, 2013 2021 (each, a “Quarterly Payment Date”). Such amounts due on this Note will accrue for each Quarterly Payment Date with respect to (i) initially, the period from and including November 29April 16, 2012 2021 to but excluding April 25, 2013 the day that is two (2) Business Days prior to the first Accounting Date and (ii) thereafter, the any period commencing on and including the day that is two (2) Business Days prior to an Accounting Date and ending on but excluding the day that is two (2) Business Days prior to the next succeeding Accounting Date (each, an “Interest Period”). Such amounts due on this Note (and interest onon any defaulted payments of amounts due on this Note at the same rate) will be computed in accordance with the Indenture. In addition, under the circumstances set forth in the Indenture, the Co-Issuers shall also pay contingent interest on this Note at the Series 2021-1 Class A-1 Post-Renewal Date Contingent Interest Rate, and such contingent interest shall be computed and shall be payable in the amounts and at the times set forth in the Indenture. In addition to and not in limitation of the foregoing and the provisions of the Indenture and the Series 2021-1 Class A-1 Note Purchase Agreement, the Co-Issuers further jointly and severally agree to pay to the holder of this Note such holder’s portion of the other fees, costs and expense reimbursements, indemnification amounts and other amounts, if any, due and payable in accordance with the Indenture and the Series 2021-1 Class A-1 Note Purchase Agreement. The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date and amount of each Subfacility Increase and Subfacility Decrease with respect thereto and the Series 2021-1 Class A-1 Note Rate applicable thereto. Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Co-Issuers in respect of the Series 2021-1 Class A-1 Outstanding Principal Amount. The amounts due on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Co-Issuers with respect to this Note shall be applied as provided in the Indenture. This Note is subject to mandatory and optional prepayment as set forth in the Indenture. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Co-Issuers and the Trustee. A copy of the Indenture may be requested from the Trustee by writing to the Trustee at: Citibank, N.A., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Agency & Trust — Domino’s Pizza Master Issuer LLC. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Indenture. Subject to the next following paragraph, the Co-Issuers hereby certify and declare that all acts, conditions and things required to be done and performed and to have happened prior to the creation of this Note and to constitute it as the valid obligation of the Co-Issuers enforceable in accordance with its terms, have been done and performed and have happened in due compliance with all applicable laws and in accordance with the terms of the Indenture. Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Dominos Pizza Inc

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Registered. No. R-A- up to $[ $ [_____________ ] SEE REVERSE FOR CERTAIN CONDITIONS ICON BRAND HOLDINGS SONIC CAPITAL LLC, ICON DE INTERMEDIATE HOLDINGS SONIC INDUSTRIES FRANCHISING LLC, ICON DE HOLDINGS AMERICA’S DRIVE-IN HOLDING INC., AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, AMERICA’S DRIVE-IN RESTAURANTS LLC, SRI REAL ESTATE HOLDING LLC and ICON NY HOLDINGS SRI REAL ESTATE PROPERTIES LLC SERIES 20122006-1 VARIABLE FUNDING SENIOR NOTE, CLASS A-1 SUBCLASS: SERIES 20122006-1 CLASS A-1 ADVANCE NOTE ICON BRAND HOLDINGS SONIC CAPITAL LLC, a limited liability company formed under the laws of the State of Delaware, ICON DE INTERMEDIATE HOLDINGS SONIC INDUSTRIES FRANCHISING LLC, a limited liability company formed under the laws of the State of Delaware, ICON DE HOLDINGS AMERICA’S DRIVE-IN HOLDING INC., a corporation incorporated under the laws of the State of Kansas, AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, a limited liability company formed under the laws of the State of DelawareKansas, AMERICA’S DRIVE-IN RESTAURANTS LLC, a limited liability company formed under the laws of the State of Kansas, SRI REAL ESTATE HOLDING LLC, a limited liability company formed under the laws of the State of Delaware and ICON NY HOLDINGS SRI REAL ESTATE PROPERTIES LLC, a limited liability company formed under the laws of the State of Delaware (herein referred to, collectively, as the “Co-Issuers”), for value received, hereby jointly and severally promise to pay to [ ] or registered assigns, up to the principal sum of [ ] DOLLARS ($[ ]) or such lesser amount as shall equal the portion of the Series 20122006-1 Class A-1 Outstanding Principal Amount evidenced by this Note as provided in the Indenture and the Series 20122006-1 Class A-1 Note Purchase Agreement. Payments of principal shall be payable in the amounts and at the times set forth in the Indenture described herein; provided, however, that the entire unpaid principal amount of this Note shall be due on January 25December 20, 2043 2031 (the “Series 20122006-1 Legal Final Maturity Date”). Pursuant to the Series 20122006-1 Class A-1 Note Purchase Agreement and the Series 20122006-1 Supplement, the principal amount of this Note may be subject to Increases or Decreases on any Business Day during the Commitment Term, and principal with respect to the Series 20122006-1 Class A-1 Notes may be paid earlier than the Series 20122006-1 Legal Final Maturity Date as described in the Indenture. The Co-Issuers will pay interest on this Series 20122006-1 Class A-1 Advance Note (this “Note”) at the Series 20122006-1 Class A-1 Note Rate for each Interest Period in accordance with the terms of the Indenture. Such amounts due on this Note will be payable in arrears on each Quarterly Payment Date, which will be on the 25th 20th day (or, if such 25th 20th day is not a Business Day, the next succeeding Business Day) of each January, April, July and Octobercalendar month, commencing April 25February 20, 2013 2007 (each, a “Quarterly Payment Date”). Such amounts due on this Note will accrue for each Quarterly Payment Date with respect to (i) initially, the period from and including November 29December 20, 2012 2006 to but excluding April 25, 2013 the day that is two (2) Business Days prior to the first Accounting Date and (ii) thereafter, the any period commencing on and including the day that is two (2) Business Days prior to an Accounting Date and ending on but excluding the day that is two (2) Business Days prior to the next succeeding Accounting Date (each, an “Interest Period”). Such amounts due on this Note with respect to the Note (and interest onon any defaulted payments of amounts due on this Note at the same rate) will be computed in accordance with the Indenture. In addition, under the circumstances set forth in the Indenture, the Co-Issuers shall also pay contingent uninsured interest on this Note at the Series 2006-1 Class A-1 Monthly Post-ARD Contingent Uninsured Rate, and such contingent uninsured interest shall be computed and shall be payable in the amounts and at the times set forth in the Indenture. In addition to and not in limitation of the foregoing and the provisions of the Indenture and the Series 2006-1 Class A-1 Note Purchase Agreement, the Co-Issuers further jointly and severally agree to pay to the holder of this Note such holder’s portion of the Undrawn Commitment Fees and other fees, costs and expense reimbursements, indemnification amounts and other amounts due and payable in accordance with the Indenture and the Series 2006-1 Class A-1 Note Purchase Agreement. The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date and amount of each Increase and Decrease with respect thereto and the Series 2006-1 Class A-1 Note Rate applicable thereto. Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Co-Issuers in respect of the Series 2006-1 Class A-1 Outstanding Principal Amount. The amounts due on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Co-Issuers with respect to this Note shall be applied as provided in the Indenture. This Note is subject to mandatory and optional prepayment as set forth in the Indenture. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Co-Issuers and the Trustee. A copy of the Indenture may be requested from the Trustee by writing to the Trustee at: Citibank, N.A., 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Agency and Trust – Sonic Series 2006-1. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Indenture. Subject to the next following paragraph, the Co-Issuers hereby certify and declare that all acts, conditions and things required to be done and performed and to have happened prior to the creation of this Note and to constitute it as the valid obligation of the Co-Issuers enforceable in accordance with its terms, have been done and performed and have happened in due compliance with all applicable laws and in accordance with the terms of the Indenture. Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose. IN WITNESS WHEREOF, each of the Co-Issuers has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer. Date: SONIC CAPITAL LLC, as Co-Issuer By: Name: Title: SONIC INDUSTRIES FRANCHISING LLC, as Co-Issuer By: Name: Title: AMERICA’S DRIVE-IN HOLDING INC., as Co-Issuer By: Name: Title: AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, as Co-Issuer By: Name: Title: AMERICA’S DRIVE-IN RESTAURANTS LLC, as Co-Issuer By: Name: Title: SRI REAL ESTATE HOLDING LLC, as Co-Issuer By: Name: Title: SRI REAL ESTATE PROPERTIES LLC, as Co-Issuer By: Name: Title: CERTIFICATE OF AUTHENTICATION This is one of the Series 2006-1 Class A-1 Advance Notes issued under the within-mentioned Indenture. CITIBANK, N.A., as Trustee By: Authorized Signatory [REVERSE OF NOTE] This Note is one of a duly authorized issue of Series 2006-1 Class A-1 Notes of the Co-Issuers designated as their Series 2006-1 Variable Funding Senior Notes, Class A-1 (herein called the “Series 2006-1 Class A-1 Notes”), and is one of the Subclass thereof designated as the Series 2006-1 Class A-1 Advance Notes (herein called the “Series 2006-1 Class A-1 Advance Notes”), all issued under (i) a Base Indenture, dated as of December 20, 2006 (such Base Indenture, as amended, supplemented or modified, is herein called the “Base Indenture”), among the Co-Issuers and Citibank, N.A., as trustee (the “Trustee”, which term includes any successor Trustee under the Base Indenture), and (ii) a Series 2006-1 Supplement to the Base Indenture, dated as of December 20, 2006 (the “Series 2006-1 Supplement”), among the Co-Issuers and the Trustee. The Base Indenture and the Series 2006-1 Supplement are referred to herein as the “Indenture”. The Series 2006-1 Class A-1 Advance Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented, modified or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented, modified or amended. The Series 2006-1 Class A-1 Advance Notes are and will be secured by the Collateral pledged as security therefor as provided in the Indenture. As provided for in the Indenture, the Series 2006-1 Class A-1 Advance Notes may be prepaid, in whole or in part, at the option of the Co-Issuers. In addition, the Series 2006-1 Class A-1 Advance Notes are subject to mandatory prepayment as provided for in the Indenture. As described above, the entire unpaid principal amount of this Note shall be due and payable on the Series 2006-1 Legal Final Maturity Date. All payments of principal of the Series 2006-1 Class A-1 Advance Notes will be made pro rata to the holders of Series 2006-1 Class A-1 Advance Notes entitled thereto. Amounts due on this Note which are payable on a Payment Date or on any date on which payments are permitted to be made as provided for in the Indenture shall be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on the applicable Record Date or Prepayment Record Date, as the case may be. Interest and fees and contingent uninsured interest, if any, will each accrue on the Series 2006-1 Class A-1 Advance Notes at the rates set forth in the Indenture. Such amounts will be computed on the basis set forth in the Indenture. Amounts payable on the Series 2006-1 Class A-1 Advance Notes on each Payment Date will be calculated as set forth in the Indenture. Payments of amounts due on this Note are subordinated to the payment of certain other amounts in accordance with the Priority of Payments. If an Event of Default shall occur and be continuing, this Note may become or be declared due and payable in the manner and with the effect provided in the Indenture. Unless otherwise specified in the Series 2006-1 Supplement, on each Payment Date, the Paying Agent shall pay to the Series 2006-1 Class A-1 Noteholders of record on the preceding Record Date the amounts payable thereto (i) by wire transfer in immediately available funds released by the Paying Agent from the Series 2006-1 Class A-1 Distribution Account no later than 12:30 p.m. (New York City time) if a Series 2006-1 Class A-1 Noteholder has provided to the Paying Agent and the Trustee wiring instructions at least five (5) Business Days prior to the applicable Payment Date or (ii) by check mailed first-class postage prepaid to such Series 2006-1 Class A-1 Noteholder at the address for such Series 2006-1 Class A-1 Noteholder appearing in the Note Register if such Series 2006-1 Class A-1 Noteholder has not provided wire instructions pursuant to clause (i) above; provided, however, that the final principal payment due on a Series 2006-1 Class A-1 Note shall only be paid upon due presentment and surrender of such Series 2006-1 Class A-1 Note for cancellation in accordance with the provisions of the Series 2006-1 Class A-1 Note at the applicable Corporate Trust Office. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Co-Issuers pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Series 2006-1 Class A-1 Noteholder hereof or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and accompanied by such other documents as the Trustee and the Registrar may require and as may be required by the Series 2006-1 Supplement, and thereupon one or more new Series 2006-1 Class A-1 Advance Notes of authorized denominations in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Series 2006-1 Class A-1 Noteholder, by acceptance of a Series 2006-1 Class A-1 Note, covenants and agrees that by accepting the benefits of the Indenture that prior to the date that is one year and one day after the payment in full of the latest maturing note issued under the Indenture, such Series 2006-1 Class A-1 Noteholder will not institute against, or join with any other Person in instituting against, any Securitization Entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any federal or state bankruptcy or similar law; provided, however, that nothing herein shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Securitization Entities pursuant to the Indenture or any other Related Document. It is the intent of the Co-Issuers and each Series 2006-1 Class A-1 Noteholder that, for federal, state and local income and franchise tax purposes only, the Series 2006-1 Class A-1 Notes will evidence indebtedness of the Co-Issuers secured by the Collateral. Each Series 2006-1 Class A-1 Noteholder, by the acceptance of this Note, agrees to treat this Note (or beneficial interests herein) for purposes of federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as indebtedness of the Co-Issuers or, if any Co-Issuer is treated as a division of another entity, such other entity. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Co-Issuers and the rights of the Series 2006-1 Class A-1 Noteholders under the Indenture at any time by the Co-Issuers with the consent of the Control Party and without the consent of any Series 2006-1 Class A-1 Noteholders. The Indenture also contains provisions permitting the Control Party to waive compliance by the Co-Issuers with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences without the consent of any Series 2006-1 Class A-1 Noteholders. Any such consent or waiver of this Note (or any one or more predecessor Notes) shall be conclusive and binding upon such Series 2006-1 Class A-1 Noteholder and upon all future Series 2006-1 Class A-1 Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.

Appears in 1 contract

Samples: Sonic Corp

Registered. No. R-A- S- up to $[ ] SEE REVERSE FOR CERTAIN CONDITIONS ICON BRAND HOLDINGS LLC, ICON DE INTERMEDIATE HOLDINGS LLC, ICON DE HOLDINGS LLC and ICON NY HOLDINGS LLC SERIES 2012-1 VARIABLE FUNDING SENIOR NOTE, CLASS A-1 SUBCLASS: SERIES 2012-1 CLASS A-1 ADVANCE SWINGLINE NOTE ICON BRAND HOLDINGS LLC, a limited liability company formed under the laws of the State of Delaware, ICON DE INTERMEDIATE HOLDINGS LLC, a limited liability company formed under the laws of the State of Delaware, ICON DE HOLDINGS LLC, a limited liability company formed under the laws of the State of Delaware, and ICON NY HOLDINGS LLC, a limited liability company formed under the laws of the State of Delaware (herein referred to, collectively, as the “Co-Issuers”), for value received, hereby jointly and severally promise to pay to [ ] or registered assigns, up to the principal sum of [ ] DOLLARS ($[ ]) or such lesser amount as shall equal the portion of the Series 2012-1 Class A-1 Outstanding Principal Amount evidenced by this Note as provided in the Indenture and the Series 2012-1 Class A-1 Note Purchase Agreement. Payments of principal shall be payable in the amounts and at the times set forth in the Indenture described herein; provided, however, that the entire unpaid principal amount of this Note shall be due on January 25, 2043 (the “Series 2012-1 Legal Final Maturity Date”). Pursuant to the Series 2012-1 Class A-1 Note Purchase Agreement and the Series 2012-1 Supplement, the principal amount of this Note may be subject to Subfacility Increases or Subfacility Decreases on any Business Day during the Commitment Term, and principal with respect to the Series 2012-1 Class A-1 Notes may be paid earlier than the Series 2012-1 Legal Final Maturity Date as described in the Indenture. The Co-Issuers will pay interest on this Series 2012-1 Class A-1 Advance Swingline Note (this “Note”) at the Series 2012-1 Class A-1 Note Rate for each Interest Period in accordance with the terms of the Indenture. Such amounts due on this Note will be payable in arrears on each Quarterly Payment Date, which will be on the 25th day (or, if such 25th day is not a Business Day, the next succeeding Business Day) of each January, April, July and October, commencing April 25, 2013 (each, a “Quarterly Payment Date”). Such amounts due on this Note will accrue for each Quarterly Payment Date with respect to (i) initially, the period from and including November 29, 2012 to but excluding April 25, 2013 and (ii) thereafter, the period commencing on and including the day that is two (2) Business Days prior to an Accounting Date and ending on but excluding the day that is two (2) Business Days prior to the next succeeding Accounting Date (each, an “Interest Period”). Such amounts due on this Note (and interest on

Appears in 1 contract

Samples: Base Indenture (Iconix Brand Group, Inc.)

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