Direct Purchase Notes definition

Direct Purchase Notes has the meaning set forth in the Recitals hereto.

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Direct Purchase Notes means the Class A-VF Notes, the Class C Notes and the Subordinated Notes, which will be placed directly by the Issuer on or about the Closing Date, and the “Subject Notes” means the Notes other than the Direct Purchase Notes. Neither DBSI (as defined below) nor MUFG (as defined below) is acting as initial purchaser or placement agent for the Direct Purchase Notes. The Issuer proposes to sell to Deutsche Bank Securities Inc. (“DBSI”) the Subject Notes and DBSI proposes to sell the Class A-1 Notes to MUFG Securities Americas Inc. (“MUFG”) (each of DBSI and MUFG, as the initial purchaser of the Subject Notes, being referred to herein as an “Initial Purchaser” and together, the “Initial Purchasers”) in the aggregate principal amounts and at the purchase price percentages set forth in Schedule I attached to this note purchase agreement (this “Agreement”). DBSI is additionally acting as Lead Structuring Agent and Joint NA_DECHERT.95138940.4 Lead Placement Agent for the offering of the Subject Notes and MUFG is acting as Joint Lead Placement Agent with respect to the Subject Notes. The Notes will be issued pursuant to an Indenture, dated as of the date hereof (as the same may be supplemented or otherwise modified from time to time, the “Indenture”), by and between the Issuer and State Street Bank and Trust Company, as trustee (in such capacity, the “Trustee”). The Secured Notes will be secured by certain assets and rights and proceeds thereof pledged by the Issuer to the Trustee (for and on behalf of the Secured Parties) under the Indenture (collectively, the “Collateral”). The Notes will be offered and sold without being registered under the Securities Act in reliance on certain exemptions from the registration requirements thereof. In connection with the offer and sale of the Notes, the Issuer has prepared and delivered to the Initial Purchasers, for delivery to prospective investors in the Notes, (a)(i) a first preliminary offering circular dated January 22, 2026 and (ii) a second preliminary offering circular dated February 5, 2026 (such preliminary offering circulars, collectively, including all amendments or supplements thereto, or revisions thereof, and any accompanying exhibits, collectively, the “Preliminary Offering Circulars” and, each, a “Preliminary Offering Circular”), and (b) a final offering circular dated February 25, 2026 (such final offering circular, including all amendments or supplements thereto, or revisions thereof, and any accompanying ex...

Direct Purchase Notes means $150,000,000 in aggregate initial principal amount of Class A-3 Notes, $400,000,000 in aggregate initial principal amount of Class A-4 Notes, $100,000,000 in aggregate initial principal amount of Class A-5 Notes and $50,000,000 in aggregate initial principal amount of Class B Notes to be sold to the Direct Purchaser under the Note Purchase Agreement.

Examples of Direct Purchase Notes in a sentence

In addition, City represents and warrants that the issuance of the Direct Purchase Notes is within City’s powers and has been duly and validly authorized by all necessary action, that such issuance will not violate any provisions of law, and that such Direct Purchase Notes, when completed, authenticated and delivered pursuant hereto, will constitute City’s legal, valid and binding obligation.
Notwithstanding the provisions of Section 9 hereof, the Agent shall not authenticate and deliver Direct Purchase Notes unless it has received the certifications of City in the form required by Section 5(c) of the Note Ordinance and the Instructions are otherwise in conformity with the requirements of the Note Ordinance.
The Direct Purchase Notes shall be in the form set forth in Exhibit B to the Note Ordinance, with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by the Note Ordinance and approved by an Authorized City Representative.
Notwithstanding anything herein to the contrary, in no event shall, at any time, the sum of (i) the aggregate principal amount of all outstanding Commercial Paper Notes plus the amount of interest to accrue thereon to maturity, plus (ii) the aggregate outstanding principal amount of all Loans, plus (iii) the aggregate outstanding principal amount of all Direct Purchase Notes purchased by the Bank pursuant to the JPMorgan Note Purchase Agreement, exceed the Commitment from time to time in effect.
No prior action or course of dealing on the part of the Agent with respect to advances of the purchase price or payments of matured Direct Purchase Notes shall give rise to any claim or cause of action by City against the Agent in the event that the Agent refuses to pay or settle any Direct Purchase Notes for which City has not timely provided funds as required by this Agreement.
All Direct Purchase Notes issued to the Bank pursuant to the Tax-Exempt Note Purchase Agreement shall be in physical form.
This Agreement applies solely to Direct Purchase Notes purchased by the Bank pursuant to the Tax-Exempt Note Purchase Agreement.
For use as described in Section 9 hereof, City will, prior to the time that it intends to issue Direct Purchase Notes, deliver to the Agent the Direct Purchase Notes to be issued, bearing the manual or facsimile signatures of the requisite number of Authorized City Representatives with all terms included (including principal amount, payee, date of issue, maturity date and interest rate).
The Direct Purchase Notes will be issued on the terms and subject to the conditions set forth in the Tax-Exempt Note Purchase Agreement.
The Direct Purchase Notes will be issued on the terms and subject to the conditions set forth in the Taxable Note Purchase Agreement.

More Definitions of Direct Purchase Notes

Direct Purchase Notes means the City of Austin, Texas Combined Utility Systems Taxable Program Notes, Direct Purchase Sub-Series.

Direct Purchase Notes means any Note or Notes held by a Direct Purchaser pursuant to a Direct Purchase Agreement for the duration of the applicable Direct Purchase Period.

Direct Purchase Notes means the $250,000,000 in aggregate initial principal amount of Class A-3 Notes to be sold to the Direct Purchasers under the Class A Note Purchase Agreements.