The Senior Notes. Section 2.01.
The Senior Notes. The Company agrees to issue and sell to the several Underwriters, severally and not jointly, all of the Senior Notes upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the aggregate principal amount of Senior Notes set forth opposite their names on Schedule A, plus any additional principal amount of Senior Notes which such Underwriter may become obligated to purchase pursuant to Section 9 hereof, at a purchase price of 98.854% of the principal amount of the Senior Notes, payable on the Closing Date.
The Senior Notes. 21 Section 2.1. Dating; Incorporation of Form in Indenture.................................................21 Section 2.2. Execution and Authentication...............................................................21 Section 2.3. Agents.....................................................................................22 Section 2.4. Paying Agent to Hold Money in Trust........................................................22 Section 2.5. Noteholder Lists...........................................................................22 Section 2.6. Transfer and Exchange......................................................................23 Section 2.7. Replacement Senior Notes...................................................................23 Section 2.8. Outstanding Senior Notes...................................................................24 Section 2.9. Temporary Senior Notes.....................................................................24 Section 2.10. Cancellation...............................................................................24 Section 2.11. Defaulted Interest.........................................................................25 Section 2.12. Deposit of Moneys..........................................................................25 Section 2.13. CUSIP Number...............................................................................25 Section 2.14. Payments to Holders........................................................................25 Section 2.15. Book-Entry Provisions for Global Notes.....................................................26 Section 2.16. Record Date................................................................................27
The Senior Notes. Collateral Agent agrees to not release any Senior Notes Pledged Collateral except pursuant to a Release Certificate and, if applicable, an accompanying Acknowledgment of Price Note Collateral Agent, as provided for by Section 4 of the Senior Notes Pledge Agreement.
The Senior Notes. 33 Section 3.1
The Senior Notes. Notwithstanding anything in this Agreement to the contrary, (i) none of the Indebtedness described in §8.1(g) above shall have any of the Eligible Real Estate Assets or any interest therein or any direct or indirect ownership interest in any Pool Owner as collateral, a borrowing base, asset pool or any similar form of credit support for such Indebtedness (provided that the foregoing shall not preclude Subsidiaries of the Parent Borrower (other than a Pool Owner) from incurring Indebtedness subject to the terms of this §8.1 or recourse to the general credit of Parent Borrower) and (ii) none of the Pool Owners, Parent Borrower nor REIT shall create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness (including, without limitation, pursuant to any conditional or limited guaranty or indemnity agreement creating liability with respect to usual and customary exclusions from the non-recourse limitations governing the Non-Recourse Indebtedness of any Person, or otherwise) other than Indebtedness described in §8.1(a)-(j) above.
The Senior Notes. (i) The Administrative Agent and the Lead Arranger shall have received or shall concurrently receive satisfactory evidence that the redemption price for all Senior Notes outstanding on the Initial Borrowing Date has been irrevocably deposited with the trustee for the Senior Notes and the Borrower shall have discharged its obligations under the related indenture (except for obligations that by the terms thereof survive) and all amounts otherwise due and payable thereunder shall have been paid in full and (ii) satisfactory arrangements shall have been made for the termination of all Liens granted in connection therewith.
The Senior Notes. Collateral Agent shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the voting and other rights that it is entitled to exercise pursuant to Sections 7(a) and 7(b) above.
The Senior Notes. The Administrative Agent and the Lead Arranger shall have received satisfactory evidence that the Borrower shall have issued on or prior to the Closing Date an irrevocable instruction to the trustee for the Senior Notes directing the trustee to issue an irrevocable notice to the holders of the Senior Notes redeeming the outstanding principal amount of such Senior Notes.
The Senior Notes. The Company has authorized the issuance and sale to the Purchasers, in the respective amounts set forth in the Schedule of Purchasers attached hereto in Schedule I, of the Company's Senior Secured Promissory Notes, due March 1, 2010 (the "Senior Note Maturity Date"), in the original aggregate principal amount of up to $6,700,000. The Senior Notes will be substantially in the form set forth in Exhibit A hereto and are herein referred to individually as a "Senior Note" and collectively as the "Senior Notes," which terms will also include any notes delivered in exchange or replacement therefor.
