A&E Note definition

A&E Note means a senior unsecured note issued by the Company to Redemption Party in an aggregate principal amount of One Billion Seventy- Two Million Dollars ($1,072,000,000), which note will (i) mature with respect to Four Hundred Eighty-Six Million Dollars ($486,000,000) of such principal amount on March 31, 2013, and with respect to Five Hundred Eighty-Six Million Dollars ($586,000,000) of such principal amount on December 31, 2013, (ii) bear interest, payable quarterly in arrears (or, if the Company is paying monthly dividends, then payable monthly in arrears), at a per annum rate equal to the greater of, as determined on the first day of each month, (x) six percent (6%) and (y) the rate in effect pursuant to the Existing Company Bank Debt on such first day of such month, (iii) be the first maturing debt security or other debt for borrowed money of the Company in the Company’s capital structure, (iv) be prepayable in whole or in part at any time at the option of the Company without premium or penalty, (v) rank pari passu with all other senior indebtedness for borrowed money of the Company (for clarity, no indebtedness for borrowed money of the Company will rank senior to the A&E Note), (vi) contain substantially the same negative covenants as the Existing Company Bank Debt or, if and to the extent more restrictive, any other indebtedness for borrowed money of the Company; provided that the A&E Note shall prohibit, for so long as the A&E Note is outstanding, (a) the prepayment of any other indebtedness for borrowed money of the Company (whether or not existing at the time of issuance of the A&E Note) and (b) the redemption, repurchase or other acquisition (or any offer to redeem, repurchase or otherwise acquire) any Equity Securities by the Company, (vii) prohibit, if the Company is in breach of its obligation under clause (i) or (ii) of this definition, any declaration or payment of any dividend or other distribution with respect to Equity Securities of the Company; provided that the payment of the Closing Distribution Amount shall in no event be prohibited, (viii) if applicable, be secured on an equal and ratable basis with, and benefit from guarantees that are no less favorable than any guaranty provided in, any other indebtedness for borrowed money of the Company and (ix) contain other terms and conditions customary for senior indebtedness for borrowed money.
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A&E Note means a senior unsecured note issued by the Company to Redemption Party in an aggregate principal amount of One Billion Seventy-
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Examples of A&E Note in a sentence

  • Except as otherwise mutually agreed by the parties or as otherwise required by a change in tax law, the Company agrees to treat the payment of the Partial Cash Purchase Price and the repayment of the A&E Note as distributions by the Company under Section 731 and Section 736 of the Code, as applicable.

  • Except for the A&E Note issued at Closing (if applicable), Redemption Party hereby acknowledges that, following the Closing, it shall have no further interest in the Company or the LLC Agreement, except as provided in this Agreement, it being specifically understood and agreed that Redemption Party shall continue to report its share of Company income and loss for income tax purposes with respect to the period prior to Closing as provided in Section 14.2(f) of the LLC Agreement.

  • The Issuer (and, with respect to the Certificated Class A-E Notes, the Co-Issuer) agree, and, by accepting a Certificated Class A-E Note or Class F Note, each Holder of a Certificated Class A-E Note or Class F Note agrees, to report all income (or loss) in accordance with such treatment, and not to take any action inconsistent with such treatment except as otherwise required by any taxing authority under applicable law.

  • The Issuer and the Co-Issuer agree to treat, and hereby notify the Trustee to treat, and, by accepting a Certificated Class A-E Note, each Holder of a Certificated Class A-E Note agrees to treat, for U.S. federal income, state and local income and franchise tax and any other income tax purposes, the Certificated Class A-E Notes, for so long as NRFC Sub-REIT Corp.

  • This Agreement and the Security Interests shall terminate on the date on which all payments under the AE Note have been indefeasibly paid in full including pursuant to the conversion of the AE Note and all other Obligations have been paid or discharged; provided, however, that all indemnities of the Debtors contained in this Agreement (including, without limitation, Annex B hereto) shall survive and remain operative and in full force and effect regardless of the termination of this Agreement.

  • Until so paid, any fees payable hereunder shall be added to the principal amount of the AE Note and shall bear interest at the Default Rate.

Related to A&E Note

  • Note means a promissory note made by the Borrower in favor of a Lender evidencing Loans made by such Lender, substantially in the form of Exhibit C.

  • New Note shall have the meaning assigned to such term in Section 38.

  • Underlying Note means the one or more promissory notes executed by an obligor evidencing a Loan.

  • Bridge Note means a promissory note made by the Borrower in favor of a Bridge Lender, evidencing Bridge Loans made by such Bridge Lender, substantially in the form of Exhibit C-2.

  • Subordinated Note means the Subordinated Note (or collectively, the “Subordinated Notes”) in the form attached as Exhibit A hereto, as amended, restated, supplemented or modified from time to time, and each Subordinated Note delivered in substitution or exchange for such Subordinated Note.

  • B Note means, with respect to any A/B Mortgage Loan, the related subordinated Mortgage Note not included in the Trust, which is subordinated in right of payment to the related A Note to the extent set forth in the related Intercreditor Agreement.

  • Exchange Note means the Closed-End Exchange Note.

  • Demand Note means the note issued by the rating authority, in relation to the premises for the purpose of levying non-domestic rates prescribed by Scottish Ministers for the financial year, in respect of which a claim is made under this Determination;

  • Contract Note means a promissory note of the Borrower payable to the order of a Lender, in substantially the form of Exhibit 1.01A hereto, evidencing the aggregate indebtedness of the Borrower to such Lender resulting from the Contract Advances made by such Lender to the Borrower.

  • RMB Note means a Note denominated in Renminbi.

  • Note A shall have the meaning assigned to such term in the recitals.

  • of a Note means the principal of the Note plus the premium, if any, payable on the Note which is due or overdue or is to become due at the relevant time.

  • Revolving Note means a promissory note of the Borrower payable to a Lender in substantially the form of Exhibit 11.1(d) hereto, evidencing Indebtedness of the Borrower under the Revolving Loan Commitment of such Lender.

  • Convertible Note means an instrument issued by a startup company evidencing receipt of money initially as debt, which is repayable at the option of the holder, or which is convertible into such number of equity shares of such startup company, within a period not exceeding five years from the date of issue of the convertible note, upon occurrence of specified events as per the other terms and conditions agreed to and indicated in the instrument;

  • Mortgage Note The original executed note or other evidence of indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan.

  • Existing Note means a Note (as defined in the Existing Credit Agreement) that is issued and outstanding immediately prior to the effectiveness of this Agreement.

  • PLEASE NOTE The Revisor's Office cannot perform research for or provide legal advice or interpretation of Maine law to the public. If you need legal assistance, please contact a qualified attorney.

  • Lost Mortgage Note Any Mortgage Note the original of which was permanently lost or destroyed and has not been replaced.

  • Legended Note means Registered Notes in definitive form that are issued to Institutional Accredited Investors and Registered Notes (whether in definitive form or represented by a Registered Global Note) sold in private transactions to QIBs in accordance with the requirements of Rule 144A;

  • debit note means a document issued by a registered person under sub-section (3) of section 34;

  • Secured Note means each promissory note with a related security interest evidenced by written agreement, pursuant to which the purchase of specified assets by an Obligor or End-User is financed for specified monthly, quarterly, semiannual or annual payments.

  • Defeased Note shall have the meaning set forth in Section 2.4.1(a)(v) hereof.

  • Coupon Note means a Note on which no interest is payable.

  • Original Note shall have the meaning assigned to such term in the recitals.

  • Term Note means a promissory note of the Borrower payable to any Term Lender or its registered assigns, in substantially the form of Exhibit B-1 hereto, evidencing the aggregate Indebtedness of the Borrower to such Term Lender resulting from the Term Loans made by such Term Lender.

  • Equipment Note means and includes any equipment notes issued under the Indenture in the form specified in Section 2.01 thereof (as such form may be varied pursuant to the terms of the Indenture) and any Equipment Note issued in exchange therefor or replacement thereof pursuant to Section 2.07 or 2.08 of the Indenture.