Issuance and Authentication of First Refinancing Notes Sample Clauses

Issuance and Authentication of First Refinancing Notes. (a) The Issuer will issue refinancing notes (the “Class A-1R Notes”, the “Class A-2R Notes”, the “Class B-1 Notes”, the “Class B-2 Notes”, the “Class C-1 Notes” and the “Class C-2 Notes”, collectively, the “First Refinancing Notes”), the proceeds of which shall be used together with other available funds to redeem the Redeemed Notes and for the other purposes specified herein and which shall have the designations, original principal amounts, and other characteristics as follows: Class Designation A-1R Notes A-2R Notes B-1 Notes B-2 Notes C-1 Notes C-2 Notes Preferred Shares Initial Principal Amount U.S.$ 354,375,000 U.S.$ 30,375,000 U.S.$ 49,000,000 U.S.$ 5,000,000 U.S.$ 31,500,000 U.S.$ 39,375,000 U.S.$ 159,620,000(1) Stated Maturity April 20, 2034 April 20, 2034 April 20, 2034 April 20, 2034 April 20, 2034 April 20, 2034 N/A Floating Rate Notes Yes Yes Yes No Yes No N/A Interest Rate (2) Benchmark + 1.78% Benchmark + 1.95% Benchmark + 2.20% 4.25% Benchmark + 3.15% 5.10% N/A S&P “AAA(sf)” “AAA(sf)” “AA(sf)” “AA(sf)” “A(sf)” “A(sf)” N/A Fitch “AAAsf” X/X X/X X/X X/X X/X X/X Priority Class(es) None X-0X X-0X, X-0X X-0X, X-0X X-0X, A-2R, X-0, X-0 X-0X, X-0X, X-0, X-0 A-1R, A-2R, X-0, X-0, X-0, X-0 Xxxx Passu Class(es) None None X-0 X-0 X-0 X-0 Xxxx Xxxxxx Xxxxx(xx) A-2R, X-0, X-0, X-0, X-0, Xxxxxxxxx Xxxxxx X-0, X-0, C-1, C-2, Preferred Shares C-1, C-2, Preferred Shares C-1, C-2, Preferred Shares Preferred Shares Preferred Shares None Re-Pricing Eligible No Yes Yes Yes Yes Yes N/A Interest deferrable No No No No Yes Yes N/A 1. The principal amount of Preferred Shares Outstanding on the First Refinancing Date, including the 149,450 Preferred Shares issued on the Closing Date and after giving effect to the issuance of the 10,170 Preferred Shares on the First Refinancing Date. 2. The Benchmark for the Floating Rate Notes will initially be the Term SOFR Rate, which will be determined for each Interest Accrual Period. The spread over the Benchmark (or, in the case of any Fixed Rate Note, the stated rate of interest) with respect to the Re-Pricing Eligible Notes may be reduced in connection with a Re-Pricing of such Class of Re-Pricing Eligible Notes; subject to the conditions set forth in Section 9.7 of the Indenture. The (i) issuance date of the First Refinancing Notes and the Additional Preferred Shares and (ii) the redemption date of the Redeemed Notes, in each case, shall be April 20, 2022 (the “First Refinancing Date”). The First Refinancing Notes shall be i...
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Issuance and Authentication of First Refinancing Notes. (a) The Issuers will issue refinancing notes (the "Class A-1-R Notes" and the "Class A-2-R Notes", collectively, the "First Refinancing Notes"), the proceeds of which shall be used together with other available funds to redeem the Redeemed Notes and for the other purposes specified herein and which shall have the designations, original principal amounts, and other characteristics as follows: Applicable Issuer Issuers Issuers Issuer Initial Principal Amount U.S.$252,000,000 U.S.$40,500,000 U.S.$148,000,000 (1) Stated Maturity The Payment Date in August 2033 The Payment Date in August 2033 N/A Floating Rate Notes Yes Yes N/A Index(2) (3) Reference Rate Reference Rate N/A Index Maturity 3 month 3 month N/A Spread(4) 1.60% 1.90% N/A Fixed Rate of Interest N/A N/A N/A S&P "AAA(sf)" "AA(sf)" N/A Priority Class(es) None A-1-R A-1-R, A-2-R Pari Passu Class(es) None None None Junior Class(es) A-2-R, Preferred Shares Preferred Shares None Interest deferrable No No N/A Form Book-Entry Book-Entry Physical 1. Prior to the First Refinancing Date, 186,900 of preferred shares of the Issuer, U.S.$0.0001 par value per share, were recorded as issued and Outstanding in the Share Register. On the First Refinancing Date, 38,900 Preferred Shares will be redeemed in the Preferred Shares Partial Redemption. 2. The Reference Rate may be changed to an Alternative Reference Rate as described in the definition thereof. 3. The Reference Rate shall be calculated in accordance with the definition thereof and shall initially be benchmarked from three-month LIBOR (subject to a floor of zero), except that LIBOR for the first Interest Accrual Period after the First Refinancing Date shall be an interpolation between 3-month LIBOR and 6-month LIBOR. 4. The spread over the Reference Rate with respect to the Re Pricing Eligible Notes may be reduced in connection with a Re-Pricing of such Class of Re-Pricing Eligible Notes; subject to the conditions set forth in Section 9.7 of the Indenture. The issuance date of the First Refinancing Notes and the redemption date of (i) the Redeemed Notes and (ii) 38,900 Preferred Shares, in each case, shall be July 9, 2021 (the "First Refinancing Date"). The First Refinancing Notes shall be issued in minimum denominations of U.S.$250,000 and integral multiples of U.S.$1.00 in excess thereof. The First Refinancing Notes shall only be transferred or resold in compliance with the terms of the Indenture, as amended by this Supplemental Indenture. (b) The Issuer here...
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Related to Issuance and Authentication of First Refinancing Notes

  • Execution and Authentication of Certificates The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery of the Mortgage Files to it, or any Custodian on its behalf, subject to any exceptions noted, together with the assignment to it of all other assets included in the Trust Fund, receipt of which is hereby acknowledged. Concurrently with such delivery and in exchange therefor, the Trustee, pursuant to the written request of the Company executed by an officer of the Company has executed and caused to be authenticated and delivered to or upon the order of the Company the Certificates in authorized denominations which evidence ownership of the entire Trust Fund.

  • Execution and Authentication At least one Officer must sign the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless be valid. A Note will not be valid until authenticated by the manual signature of the Trustee. The signature will be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee will, upon receipt of a written order of the Company signed by an Officer (an “Authentication Order”), authenticate Notes for original issue that may be validly issued under this Indenture, including any Additional Notes. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Company pursuant to one or more Authentication Orders, except as provided in Section 2.07 hereof. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.

  • Execution and Authentications The Securities shall be signed on behalf of the Company by one of its Officers. Signatures may be in the form of a manual or facsimile signature. The Company may use the facsimile signature of any Person who shall have been an Officer (at the time of execution), notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such an officer of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall be dated the date of its authentication by the Trustee. A Security shall not be valid until authenticated manually by an authorized signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company for the authentication and delivery of such Securities, signed by an Officer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. Upon the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of Securities under this Indenture, the Trustee shall be provided with, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in relying upon, (1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication and delivery of such Securities are in conformity with the provisions of this Indenture. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

  • Authentication of Notes If, at the time the successor by merger or consolidation to the Indenture Trustee succeeds to the trusts created by this Indenture, Notes have been authenticated but not delivered, the successor Indenture Trustee may adopt the certificate of authentication of a predecessor Indenture Trustee and deliver the Notes so authenticated. If at that time any Notes have not been authenticated, the successor Indenture Trustee may authenticate the Notes. In each of those cases, the certificates will have the same force and effect provided in the Notes or in this Indenture as the certificate of the predecessor Indenture Trustee.

  • Form of Certificate of Authentication The Property Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Preferred Securities referred to in the within-mentioned Trust Agreement. Dated: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Property Trustee By: Authorized signatory

  • Authentication and Delivery of Securities At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Issuer, signed by any two officers of the Issuer authorized by the Board to execute any such order, without any further action by the Issuer. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities the Trustee shall be entitled to receive, and (subject to Section 5.01) shall be fully protected in relying upon: (a) a certified copy of any resolution or resolutions of the Board authorizing the action taken pursuant to the resolution or resolutions delivered under clause 2.04(b) below; (b) a copy of any resolution or resolutions of the Board relating to such series, in each case certified by the Secretary or an Assistant Secretary of the Issuer; (c) an executed supplemental indenture, if any; (d) an Officers' Certificate setting forth the form and terms of the Securities as required pursuant to Section 2.01 and 2.03, respectively and prepared in accordance with Section 10.05; (e) an Opinion of Counsel, prepared in accordance with Section 10.05, to the effect that (i) that the form or forms and terms of such Securities have been established by or pursuant to a resolution of the Board or by a supplemental indenture as permitted by Section 2.01 and 2.03 in conformity with the provisions of this Indenture; (ii) that such Securities, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer; (iii) that all laws and requirements in respect of the execution and delivery by the Issuer of the Securities have been complied with; and (iv) covering such other matters as the Trustee may reasonably request. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability to existing Holders.

  • Execution, Authentication and Delivery and Dating The Securities shall be executed on behalf of the Company by any Responsible Officer. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication; and the Trustee shall, upon Company Order, authenticate and deliver such Securities as in this Indenture provided and not otherwise. Prior to any such authentication and delivery, the Trustee shall be provided with the Officers’ Certificate required to be furnished to the Trustee pursuant to Section 1.02, and the Board Resolution and any certificate relating to the issuance of the series of Securities required to be furnished pursuant to Section 2.02, an Opinion of Counsel substantially to the effect that: (1) all instruments furnished to the Trustee conform to the requirements of the Indenture and constitute sufficient authority hereunder for the Trustee to authenticate and deliver such Securities; (2) the form and terms of such Securities have been established in conformity with the provisions of this Indenture; (3) all laws and requirements with respect to the execution and delivery by the Company of such Securities have been complied with, the Company has the corporate power to issue such Securities and such Securities have been duly authorized and delivered by the Company and, assuming due authentication and delivery by the Trustee, constitute legal, valid and binding obligations of the Company enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity) and entitled to the benefits of this Indenture, equally and ratably with all other Securities, if any, of such series Outstanding; (4) when applicable, the Indenture is qualified under the Trust Indenture Act; and (5) such other matters as the Trustee may reasonably request; and, if the authentication and delivery relates to a new series of Securities created by an indenture supplemental hereto, also stating that all laws and requirements with respect to the form and execution by the Company of the supplemental indenture with respect to that series of Securities have been complied with, the Company has corporate power to execute and deliver any such supplemental indenture and has taken all necessary corporate action for those purposes and any such supplemental indenture has been duly executed and delivered and constitutes the legal, valid and binding obligation of the Company enforceable in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and legal principles affecting creditors’ rights generally from time to time in effect and to general equitable principles, whether applied in an action at law or in equity). The Trustee shall not be required to authenticate such Securities if the issue thereof will adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture. Unless otherwise provided in the form of Security for any series, all Securities shall be dated the date of their authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual or facsimile signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

  • Executed and authenticated be executed manually or in facsimile by or on behalf of the Issuer and authenticated manually by or on behalf of the Fiscal Agent; and

  • Authentication and Delivery of Debt Securities At any time and from time to time after the execution and delivery of this Indenture, the Partnership may deliver Debt Securities of any series executed by the Partnership to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Debt Securities to or upon a Partnership Order. In authenticating such Debt Securities, and accepting the additional responsibilities under this Indenture in relation to such Debt Securities, the Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon: (a) a copy of any resolution or resolutions of the Board of Directors, certified by the Secretary or Assistant Secretary of the General Partner, authorizing the terms of issuance of any series of Debt Securities; (b) an executed supplemental Indenture, if any; (c) an Officers’ Certificate; and (d) an Opinion of Counsel prepared in accordance with Section 13.05 which shall also state: (i) that the form of such Debt Securities has been established by or pursuant to a resolution of the Board of Directors or by a supplemental Indenture as permitted by Section 2.01 in conformity with the provisions of this Indenture; (ii) that the terms of such Debt Securities have been established by or pursuant to a resolution of the Board of Directors or by a supplemental Indenture as permitted by Section 2.03 in conformity with the provisions of this Indenture; (iii) that such Debt Securities, when authenticated and delivered by the Trustee and issued by the Partnership in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Partnership, enforceable in accordance with their terms except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability; (iv) that the Partnership has the partnership power to issue such Debt Securities and has duly taken all necessary partnership action with respect to such issuance; (v) that the issuance of such Debt Securities will not contravene the organizational documents of the Partnership or result in any material violation of any of the terms or provisions of any law or regulation or of any material indenture, mortgage or other agreement known to such counsel by which the Partnership is bound; (vi) that authentication and delivery of such Debt Securities and the execution and delivery of any supplemental Indenture will not violate the terms of this Indenture; and (vii) such other matters as the Trustee may reasonably request. Such Opinion of Counsel need express no opinion as to whether a court in the United States would render a money judgment in a currency other than that of the United States. The Trustee shall have the right to decline to authenticate and deliver any Debt Securities under this Section 2.05 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith by its board of directors or trustees, executive committee or a trust committee of directors, trustees or officers (or any combination thereof) shall determine that such action would expose the Trustee to personal liability to existing Holders. The Trustee may appoint an authenticating agent reasonably acceptable to the Partnership to authenticate Debt Securities of any series. Unless limited by the terms of such appointment, an authenticating agent may authenticate Debt Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, paying agent or agent for service of notices and demands. Unless otherwise provided in the form of Debt Security for any series, each Debt Security shall be dated the date of its authentication.

  • Authentication of Certificates Concurrently with the initial sale of the Receivables to the Trust pursuant to the Sale and Servicing Agreement, the Owner Trustee shall cause the Certificates to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor, signed by its president, any vice president, any assistant vice president, its treasurer, any assistant treasurer, its secretary or any assistant secretary, without further limited liability company action by the Depositor. No Certificate shall entitle its Holder to any benefit under this Trust Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A executed by the Owner Trustee by manual signature, which authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Upon issuance, authentication and delivery pursuant to the terms hereof, the Certificates will be entitled to the benefits of this Trust Agreement.

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