Exchange Notes Indenture Sample Clauses

Exchange Notes Indenture. If the Exchange Notes are issued prior to the Debt Assumption, the terms, conditions, and covenants of the Exchange Notes Indenture will be based on the indenture for the 2029 Senior Notes. If the Exchange Notes are issued after the Debt Assumption, the terms, conditions, and covenants of the Exchange Notes Indenture will be reasonable and customary for senior secured high yield debt securities, in light of then-prevailing market conditions for comparable issuers. The Borrower and Arrangers agree to negotiate in good faith and finalize the Exchange Notes Indenture, and, if the Exchange Notes will be secured, appropriate collateral and intercreditor documents (including the Pari Passu Intercreditor Agreement), no later than 10 days prior to the Conversion Date. In no event will the Exchange Notes Indenture contain any covenant that would cause the Borrower to be in default under the Exchange Notes Indenture, the Senior Notes (if the Exchange Notes Indenture is entered into prior to the Debt Assumption) as in effect on the date hereof, the Existing Credit Agreement (if the Exchange Notes Indenture is entered into prior to the Debt Assumption) as in effect on the date hereof, or this Agreement, in each case immediately upon issuance of the Exchange Notes.
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Exchange Notes Indenture. (a) Not later than 10 days following receipt by the Borrower of the first Exchange Request pursuant to Section 11.02, the Exchange Notes Indenture shall be fully executed and delivered and the Exchange Notes will be fully executed and deposited into escrow. (b) In connection with the execution of the Exchange Notes Indenture, the Exchange Notes Issuer shall furnish: (i) an opinion from counsels to the Exchange Notes Issuer in form and substance satisfactory to the Exchange Note Administrative Agent (acting reasonably), stating that, upon issuance of Exchange Notes in consideration for an equal principal amount of the Term Loan, the Exchange Notes Indenture constitutes a legal, valid and binding obligation of the Exchange Notes Issuer and Guarantors, enforceable against each of the Exchange Notes Issuer and Guarantors in accordance with its terms, and (ii) opinions from legal counsels in form and substance satisfactory to the Exchange Note Administrative Agent (acting reasonably), stating that the Exchange Notes Issuer and Guarantors have due authorization to enter into such Exchange Notes Indenture. (c) The Exchange Notes Issuer shall select a bank or trust company reasonably acceptable to the Arrangers to act as Exchange Note Administrative Agent (the “Exchange Note Administrative Agent”). The Exchange Note Administrative Agent shall at all times be a bank or trust company organized and doing business under the laws of the United States or of any State or the District of Columbia and having a combined capital and surplus of not less than $50,000,000 which is authorized under the laws of its jurisdiction of incorporation to exercise corporate trust powers and is subject to supervision or examination by Federal, State or District of Columbia authority and which has an office or agency in New York, New York. (d) The Borrower shall, and shall cause the Exchange Notes Issuer to, if requested by one or more of the Arrangers following an Exchange Request delivered pursuant to Section 11.03, (i) promptly prepare an offering memorandum with respect to the Exchange Notes in a form customary for offerings under Rule 144A (including all financial statements and other information that would be required in a registration statement on Form 20-F for an offering registered under the Securities Act for a foreign private issuer, which, for the avoidance of doubt, need not include financial statements or information required by Rule 3-05, 3-09, 3-10 or 3-16 of Regulation S-X...
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Exchange Notes Indenture. Exchangeco....................................................................................................1, 19 Excluded Taxes.................................................................................................
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Exchange Notes Indenture. (a) Borrower and the Arranger hereby agree to negotiate in good faith the form of an Exchange Notes Indenture with respect to the Exchange Notes, which Exchange Notes Indenture shall be governed by New York law. Borrower and Arranger agree to finalize the Exchange Notes Indenture no later than 90 days from the date hereof. (b) Borrower shall select a bank or trust company reasonably acceptable to the Arranger to act as trustee under the Exchange Notes (the “Exchange Notes Trustee”). The Exchange Notes Trustee shall at all times be a bank or trust company organized and doing business under the laws of the United States or of any State or the District of Columbia and having a combined capital and surplus of not less than $500,000,000 which is authorized under the laws of its jurisdiction of incorporation to exercise corporate trust powers and is subject to supervision or examination by Federal, State or District of Columbia authority and which has an office or agency in New York, New York. (c) The Exchange Notes Indenture shall be fully executed and delivered and the Exchange Notes will be fully executed and deposited into escrow not later than 10 days prior to the Conversion Date or such other date as the Arranger may agree.
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Exchange Notes Indenture. 22 Exchangeco........................................................... 1
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Related to Exchange Notes Indenture

  • 4 Indenture 4 interest.......................................... 4

  • Exchange Notes The 6.500% Notes due 2029 of the same series under the Indenture as the Notes, to be issued to Holders in exchange for Registrable Notes pursuant to this Agreement.

  • Subordinated Notes The Subordinated Notes have been duly authorized by the Company and when executed by the Company and issued, delivered to and paid for by the Purchasers in accordance with the terms of the Agreement, will have been duly executed, authenticated, issued and delivered, and will constitute legal, valid and binding obligations of the Company and enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.

  • Senior Notes Notwithstanding anything to the contrary in this Agreement, prior to the Effective Time, the Company shall give any notices and take all other actions necessary in accordance with the terms of the Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and the Senior Notes, which actions shall include, without limitation, the Company (or its Subsidiaries) (i) giving any notices that may be required in connection with the Merger and the other transactions contemplated by this Agreement, (ii) preparing any supplemental indentures required in connection with the Merger and the other transactions contemplated by this Agreement and the consummation thereof to be executed and delivered to the Trustee at or prior to the Effective Time, in form and substance reasonably satisfactory to the Trustee and Parent, and (iii) delivering any opinions of counsel required to be delivered prior to the Effective Time and any officer’s certificates or other documents or instruments, as may be necessary to comply with all of the terms and conditions of the Indenture, the First Supplemental Indenture and the Second Supplemental Indenture in connection with the Merger and the other transactions contemplated by this Agreement, provided that opinions of counsel required by the Indenture, the First Supplemental Indenture or the Second Supplemental Indenture, as may be necessary to comply with all of the terms and conditions of the Indenture, the First Supplemental Indenture or the Second Supplemental Indenture in connection with the Merger and the other transactions contemplated by this Agreement shall be delivered by Parent and its counsel to the extent required to be delivered at or after the Effective Time.

  • Indenture This INDENTURE (this “Indenture”) is entered into as of the Original Issue Date by and between the Principal Life Income Fundings Trust specified in the Omnibus Instrument (the “Trust”) and Citibank, N.A., as indenture trustee (the “Indenture Trustee”). Citibank, N.A., in its capacity as indenture trustee, hereby accepts its role as Registrar, Paying Agent, Transfer Agent and Calculation Agent hereunder. References herein to “Indenture Trustee,” “Registrar,” “Transfer Agent,” “Paying Agent” or “Calculation Agent” shall include the permitted successors and assigns of any such entity from time to time.

  • Initial Notes On the Issue Date, there will be originally issued four hundred million dollars ($400,000,000) aggregate principal amount of Notes, subject to the provisions of this Indenture (including Section 2.02). Notes issued pursuant to this Section 2.03(A), and any Notes issued in exchange therefor or in substitution thereof, are referred to in this Indenture as the “Initial Notes.”

  • Convertible Notes The Convertible Notes are subject to different conversion calculations depending on the event triggering conversion as described in the Notes (e.g., an IPO or other liquidity event). For illustration purposes, assuming the optional conversion right is exercised today, based on the current capitalization and the $50,000,000 assumed valuation specified for an optional conversion in the Notes, there would be 4,705,224 additional shares issued; provided however, that each holder of Notes is subject to a maximum 9.99% ownership of the shares of capital stock of the Company at any one time. This illustration calculation does not account for the 6% interest component.

  • New Notes For so long as a Note is not included in a Securitization, the Holder of such Note (the “Resizing Holder”) shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes (“Amended Notes”) or additional notes (“New Notes”) reallocating the principal of the Note or Notes that it owns (but in no case any Note that it does not then own) among Amended Notes and New Notes or severing a Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of the Note or Notes being amended or created, provided that (i) the aggregate principal balance of the Amended Notes and New Notes following such amendments is no greater than the principal balance of the Amended Notes and New Notes prior to such amendments, (ii) all New Notes continue to have the same interest rate as the Amended Note of which it was a part prior to such amendments, (iii) all New Notes pay pro rata and on a pari passu basis with the Amended Notes and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Resizing Holder holding the New Notes shall notify each other Holder, as applicable, and, if any other Note has been included in a securitization, the parties under each applicable PSA, in writing (which may be by email) of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders for the purpose of reflecting such reallocation of principal or such severing of a Note, (2) if a Note is severed into “component” notes, such component notes shall each have their same rights as the respective original Note, (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New Notes and (4) if Note A-1 is severed into “component” notes, another note (or one of the New Notes) may be substituted for Note A-1 in the definition of “Designated Holder” and “Directing Holder” and the definitions of “Lead Note” and “Lead Securitization” and “Non-Directing Holder” will be revised accordingly. Neither Rating Agency Confirmation nor approval of the Directing Holder shall be required for any amendments to this Agreement required to facilitate the terms of this Section 18(a). The Resizing Holder whose Note is being reallocated or split pursuant to this Section 18(a) shall reimburse the other Holders for all costs and expenses incurred by the other Holders in connection with the reallocation or split.

  • Pari Passu Guarantees The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with any similar guarantee agreements issued by the Guarantor on behalf of the holders of preferred or capital securities issued by the Issuer Trust and with any other security, guarantee or other obligation that is expressly stated to rank pari passu with the obligations of the Guarantor under this Guarantee Agreement.

  • Description of the Notes and the Indenture The Notes and the Indenture conform in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus.

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