The Senior Notes Sample Clauses
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 99.256% of the principal amount of the Senior Notes, payable on the Closing Date.
The Senior Notes. Section 2.01.
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. 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. (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. Form and Dating; Global Securities. The Senior Notes shall be offered and sold by the Issuers pursuant to a Senior Notes Purchase Agreement. The Senior Notes shall be resold initially only to (i) QIBs in reliance on Rule 144A and (ii) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Senior Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Senior Notes initially resold pursuant to Rule 144A shall be issued initially in the form of [•] or more permanent global notes in fully registered form (each, a “Rule 144A Global Security”); Senior Notes initially resold pursuant to Regulation S shall be issued initially in the form of [•] or more permanent global notes in fully registered form (each, a “Regulation S Global Security”), in each case without interest coupons and with the global securities legend and the applicable restricted securities legend set forth in Exhibit A hereto. The Rule 144A Global Securities and the Regulation S Global Securities in respect of the Senior Notes shall be deposited on behalf of the purchasers of the Senior Notes with a custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee of DTC, duly executed by the Issuers and authenticated by the Trustee or the authentication agent as provided in the Senior Notes Indenture. Beneficial interests in a Regulation S Global Security may be exchanged for interests in a Rule 144A Global Security only after the 40th day after the Issue Date and then only if (1) such exchange occurs in connection with a transfer of Senior Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in a Regulation S Global Security first delivers to the Registrar or a Transfer Agent a written certificate (in content consistent with the form set forth on the reverse of the Senior Note) to the effect that the beneficial interests in the Regulation S Global Security are being transferred to a Person (a) who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Prior to the 40th day after the Issue Date of the Senior Notes, any transfer of a beneficial interest in a Regulation S...