Assignment of Notes and Note Commitments Sample Clauses

Assignment of Notes and Note Commitments. In addition to the assignments permitted under Section 5.03(h), each of the Note Holders may at any time assign to one or more Eligible Assignees all or a portion of the Notes then held by it and its rights and obligations thereunder, under this Agreement (including all or a portion of its Note Commitment and/or the Advances under its Notes) and the other Operative Documents; provided, however, that (i) the aggregate principal amount of the Notes being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than €5,000,000 in original principal amount and in integral multiples of €1,000,000 in excess thereof; (ii) no such assignment shall be made if as a result thereof after giving effect to such assignment, any assigning Note Holder's aggregate Note Commitment or, after the Commitment Termination Date, aggregate principal amounts of its Outstanding Notes is less than €5,000,000 (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment); provided, however, that the required denominations for portions of the Notes being assigned under this Section 5.03(b) shall not be construed to prevent an assignment of the entire principal amount of the Notes then held by a Note Holder; and (iii) the parties to each such assignment shall execute and deliver to the Agent for its acceptance and recording in the Record an assignment and acceptance in form and substance satisfactory to the Agent (the "Assignment and Acceptance"), with an administrative fee of €4,000 to be paid by the Assignor (as defined below) to the Agent, provided that such administrative fee shall not be payable if the Assignor is an Affiliate of the assigning Note Holder. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder (the "Assignee") shall be a party hereto and to the other Operative Documents to which the Note Holders are parties and, to the extent that rights and obligations hereunder have been assigned to and assumed by it, have the rights and obligations of a Note Holder hereunder and under the other Operative Documents and (y) the assignor thereunder (the "Assignor") shall, to the extent that rights and obligations hereunder have been assigned by it, relinquish its rights (other than any rights to indemnification it may have hereunde...
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Related to Assignment of Notes and Note Commitments

  • Replacement of Notes Upon receipt by the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and (a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Note is, or is a nominee for, an original Purchaser or another holder of a Note with a minimum net worth of at least $50,000,000 or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or (b) in the case of mutilation, upon surrender and cancellation thereof, within ten Business Days thereafter, the Company at its own expense shall execute and deliver, in lieu thereof, a new Note, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.

  • Prepayment of Notes (a) The Company at its option may, upon ten days' written notice to the Holders, at any time, prepay all or any part of the principal amount of Notes at a redemption price equal to 101% (or, if the Company shall have paid the fee required by Section 6.18(b), 100%) of the principal amount of Notes so prepaid, together with accrued interest through the date of prepayment; provided, 18 that the redemption price shall be 103% of par plus accrued interest if the Notes are refunded (whether at the time of redemption or maturity) with or in anticipation of funds raised by any financing transaction in which DLJSC has not acted as sole agent or underwriter to the Company (unless DLJSC, in its sole discretion, shall have consented thereto). (b) The Company shall, promptly upon the receipt by the Company of the Net Cash Proceeds of any Designated Transaction, prepay an aggregate principal amount of Notes equal to the amount of such Net Cash Proceeds, at a redemption price equal to 101% of the principal amount of the Notes so prepaid, together with accrued interest through the date of prepayment; provided, that the redemption price shall be 103% of par plus accrued interest if the Notes are refunded (whether at the time of redemption or maturity) with or in anticipation of funds raised by any financing transaction in which DLJSC has not acted as sole agent or underwriter to the Company (other than a fully underwritten bank financing pursuant to a signed commitment letter containing only such conditions as are usual and customary in such financings and which does not contain any condition relating to the successful syndication of such transaction); and provided, further, that Notes shall be required to be so prepaid only to the extent that Net Cash Proceeds from all Designated Transactions on and after the date hereof exceed $1,000,000. (c) The Company shall, immediately upon the occurrence of a Change in Control, prepay all Notes then outstanding at a redemption price equal to 103% of the principal amount thereof, together with accrued interest through the date of prepayment. (d) Any prepayment of the Notes pursuant to Section 2.6(a) shall be in a minimum amount of at least $1,000,000 and multiples of $1,000,000, unless less than $1,000,000 of the Notes remains outstanding, in which case all of the Notes must be prepaid. Any prepayment of the Notes pursuant to Section 2.6(b) shall be in a minimum amount which is a multiple of $1,000 times the number of Holders at the time of such prepayment. (e) Any partial prepayment shall be made so that the Notes then held by each Holder shall be prepaid in a principal amount which shall bear the same ratio, as nearly as may be, to the total principal amount being prepaid as the principal amount of such Notes held by such Holder shall bear to the aggregate principal amount of all Notes then outstanding. In the 19 event of a partial prepayment, upon presentation of any Note the Company shall execute and deliver to or on the order of the Holder, at the expense of the Company, a new Note in principal amount equal to the remaining outstanding portion of such Note.

  • Credit Agreement and Notes This Agreement and the Notes executed by each party thereto;

  • Amounts and Terms of Commitments and Loans 2.1 Commitments; Making of Loans; the Register; Notes.

  • Payment of Notes 45 Section 4.02 Maintenance of Office or Agency................................................................ 45 Section 4.03 Reports........................................................................................ 45 Section 4.04

  • Authorization of Notes The Company will authorize the issue and sale of $110,000,000 aggregate principal amount of its 6.47% Senior Notes due September 30, 2030 (the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 13). The Notes shall be substantially in the form set out in Exhibit 1. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

  • Revolving Notes The Revolving Loans made by each Lender shall be evidenced by a duly executed promissory note of the Borrower to such Lender in an original principal amount equal to such Lender's Revolving Commitment Percentage of the Revolving Committed Amount and in substantially the form of Exhibit 2.1(e).

  • Replacement of Note 2.1 In the event that this Note is mutilated, destroyed, lost or stolen, Payor shall, at its sole expense, execute, register and deliver a new Note, in exchange and substitution for this Note, if mutilated, or in lieu of and substitution for this Note, if destroyed, lost or stolen. In the case of destruction, loss or theft, Payee shall furnish to Payor indemnity reasonably satisfactory to Payor, and in any such case, and in the case of mutilation, Payee shall also furnish to Payor evidence to its reasonable satisfaction of the mutilation, destruction, loss or theft of this Note and of the ownership thereof. Any replacement Note so issued shall be in the same outstanding principal amount as this Note and dated the date to which interest shall have been paid on this Note or, if no interest shall have yet been paid, dated the date of this Note. 2.2 Every Note issued pursuant to the provisions of Section 2.1 above in substitution for this Note shall constitute an additional contractual obligation of the Payor, whether or not this Note shall be found at any time or be enforceable by anyone.

  • Loan Document Pursuant to Existing Credit Agreement This Amendment is a Loan Document executed pursuant to the Existing Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with all of the terms and provisions of the Existing Credit Agreement, as amended hereby, including Article IX thereof.

  • SUBORDINATION OF NOTES Section 11.01.

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