New Issuances. (a) The Transferor may from time to time direct the Trustee to authenticate one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate the Investor Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day immediately preceding the Series Issuance Date, the Transferor shall have given the Trustee, the Servicer, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice of such issuance and the Series Issuance Date;
(ii) the Transferor shall have delivered to the Trustee the related Supplement, in form satisfactory to the Trustee, executed by each party hereto other than the Trustee;
(iii) the Transferor shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor shall have received written notice from each Rating Agency that such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee;
(v) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date, to the effect that the Transferor reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Series;
(vi) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant t...
New Issuances. The obligation of the Trustee to ------------- authenticate the Investor Certificates of a new Series and to execute and deliver the related Supplement shall be subject to the conditions set forth in Section 6.03(b) of the Agreement and to the additional condition that, as of the Series Issuance Date and after giving effect to such issuance, the aggregate amount of Principal Receivables equals or exceeds the Required Principal Balance.
New Issuances. (a) Upon the issuance of a new Series of Investor Certificates, the Trustee shall issue to or upon the order of the Holder of the Transferor Certificate under Section 6.01, for execution and redelivery to the Trustee for authentication under Section 6.02, one or more new Series of Investor Certificates; provided, however, the prior written consent of MBIA Insurance Corporation, a New York stock insurance company, or any successor thereto, solely in its capacity as Credit Enhancement Provider with respect to any Series, shall have been previously obtained if the issuance of any Series shall cause the Trust to have Investor Certificates outstanding which, in the aggregate, exceed $1,099,999,999; provided further, however, the prior written consent referred to in the immediately preceding proviso need not be obtained if such Credit Enhancement Provider is providing Credit Enhancement to one or more Series of Investor Certificates with Investor Interests, in the aggregate, of $300,000,000 or less; provided, further, that for purposes of the two preceding provisos, the outstanding amount of the Investor Certificate and the Investor Interest with respect to Series 2001-1 shall equal the Maximum Commitment Amount (as defined in the Supplement for Series 2001-1). Any such Series of Investor Certificates shall be substantially in the form specified in the related Supplement and shall bear, upon its face, the designation for such Series to which it belongs, as selected by the Transferor. Except as specified in any Supplement for a related Series, all Investor Certificates of any Series shall rank pari passu and be equally and ratably entitled as provided herein to the benefits hereof (except that the Credit Enhancement provided for any Series shall not be available for any other Series) without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement and the related Supplement.
(b) The Holder of the Transferor Certificate may permit a new Series of Investor Certificates to be issued (a “New Issuance”) by notifying the Trustee and any Credit Enhancement Provider, in writing at least three days in advance (a “New Issuance Notice”) of the date upon which the New Issuance is to occur (a “New Issuance Date”). Any New Issuance Notice shall state the designation of any Series (and Class thereof, if applicable) to be issued on the New Issuance Date and, with r...
New Issuances. The Company hereby agrees not to issue or sell any ------------- "NEW SECURITIES" (as defined in this Section 15) in a transaction in which the Company receives any consideration other than cash without the prior written consent of holders of a majority of the outstanding shares of Series B Preferred and Series C Preferred. The Company hereby grants to the Investors a right (the "PREEMPTIVE RIGHT") to purchase all or any part of their pro rata share of any New Securities that the Company may, from time to time, propose to sell and issue solely for cash. Such pro rata share, for purposes of this Preemptive Right, is the ratio of (x) the sum of the number of shares of Common Stock then held by such Investor immediately prior to the issuance of the New Securities, assuming the full conversion of any Preferred Stock held by such Investor (but not including options or warrants to acquire Common Stock or Preferred Stock), to (y) the total number of shares of Common Stock then outstanding immediately prior to the issuance of the New Securities, assuming the full conversion of outstanding Preferred Stock (but not including options or warrants to acquire Common Stock or Preferred Stock). This Preemptive Right shall be subject to the following provisions:
New Issuances. (a) Upon any Exchange, Seller shall under Section 6.1 deliver to the ----------- Trustee for execution and authentication under Section 6.2, one or more new ----------- Series of Investor Certificates. Any such Series of Investor Certificates shall be substantially in the form specified in the related Supplement and shall bear, upon its face, the designation for the Series to which it belongs, as selected by Seller. Except as specified in any Supplement for a related Series, all Investor Certificates of any Series shall rank pari ---- passu and be equally and ratably entitled as provided herein to the ----- benefits hereof (except that the Enhancement provided for any Series shall not be available for any other Series) without preference, priority or distinction on delivery, all in accordance with terms and provisions of this Agreement and the related Supplement.
(b) Seller may require Trustee to issue to Seller under Section 6.1, ----------- for execution and redelivery to Trustee for authentication under Section ------- 6.2, one or more newly issued Series of Investor Certificates in exchange --- for a reduction in the Seller Interest (any such transfer, a "Seller ------ Exchange"). In addition, to the extent permitted for any Series of Investor -------- Certificates as specified in the related Supplement, the Investor Certificateholders of such Series may tender their Investor Certificates to the Trustee pursuant to the terms and conditions set forth in such Supplement in exchange for one or more newly issued Series of Investor Certificates (an "Investor Exchange"). The Seller Exchange and Investor ----------------- Exchange are referred to collectively herein as an "Exchange." The holder of the Seller Interest or Investor Certificateholders, as applicable, may perform an Exchange by notifying the Trustee in writing at least five days (but in no event less than three Business Days) in advance (an "Exchange -------- Notice") of the date upon which the Exchange is to occur (an "Exchange ------ -------- Date"). Any Exchange Notice shall state the designation of any Series to be ---- issued on the Exchange Date and, with respect to each such Series: (i) its Initial Investor Amount (or the method of calculating such Initial Investor Amount), (ii) its Certificate Rate (or the method of allocating interest payments or other cash flows to such Series), if any, and (iii) the Enhancement Provider, if any, with respect to such Series. On the Exchange Date, the Tru...
New Issuances. Pursuant to one or more Indenture Supplements or Terms Documents, as applicable, Issuer may issue one or more new Series, Classes or Tranches of Notes (each, a “New Issuance”), as more fully described in the Indenture. To enable Servicer to perform its obligations pursuant to Section 2.12, Issuer shall give reasonable prior notice to Servicer of each New Issuance and shall provide Servicer an opportunity to review and comment upon the form of each monthly report required to be delivered by Servicer pursuant to Schedule 2.7, the related Indenture Supplement and the related Terms Document, as applicable.
New Issuances. If at any time after the date hereof the Company shall issue any New Securities (as defined below in this subsection (a)), at the time of any such issuance, for so long as there shall be outstanding shares of Class B Common Stock of the Company, NBC shall have the option (the "Option") to purchase that number of New Securities (the "Option Securities") in an amount sufficient for NBC and its Affiliates to maintain in the aggregate their then Proportionate Percentage (as defined below in this subsection (a)) at that time. The Option may be exercised by NBC or, at NBC's discretion, may be transferred to or exercised by any Person that is or becomes a Restricted Party, so long as such transferee or such Person exercising shall execute an agreement in form and substance reasonably satisfactory to the Company providing that such transferee or such Person exercising shall be bound by and shall fully comply with the terms of this Agreement in the same manner and to the same extent as applicable to NBC, and agrees to transfer the rights hereunder to another Restricted Party if it ceases to be a Restricted Party, but the Option may not be transferred to or exercised by any other Person. If the New Securities are additional shares of Class A Common Stock, then the Option Securities shall be additional shares of Class B Common Stock. The purchase price for the Option Securities shall be paid in immediately available United States funds and shall be equal to (i) the per share price at which the Company is selling the New Securities, if the consideration for such sale is cash, or (ii) the Fair Market Value of the New Securities, if the consideration for such sale is not cash. For purposes of this Agreement, the terms set forth below shall have the following meanings:
New Issuances. The Company hereby grants to the Holders the right ------------- of first refusal (the "RIGHT OF FIRST REFUSAL") to purchase, pro rata, all (or any part) of "NEW SECURITIES" (as defined in this Section 17) that the Company may, from time to time propose to sell and issue. Such pro rata share, for purposes of this right of first refusal, is the ratio of (X) the sum of the number of shares of Common Stock then owned by such Holder and the number of shares of Common Stock issuable upon the conversion of the Shares then owned by such Holder, to (Y) the sum of the total number of shares of Common Stock then outstanding and the total number of shares of Common Stock issuable upon the conversion of the total number of shares then outstanding. This right of first refusal shall be subject to the following provisions:
New Issuances. In addition to the rights afforded the Buyers under Section 4(i), if at any time or from time to time on or before the date six months following the Closing Date (the "PROTECTION PERIOD"), the Company issues or enters into an agreement to issue (each, a "NEW ISSUANCE") to any party other than a Strategic Financing Party (as defined below) any Common Stock or Convertible Securities without consideration or for a consideration per share less than the Adjusted Purchase Price (as defined below) in effect immediately prior to such issuance, other than issuances (i) upon the exercise or conversion of the Company's
New Issuances. (a) Transferor may from time to time direct Trustee, on behalf of the Trust, to authenticate one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
