Notes Issuable in Series. The Notes of the Issuer shall be issued in one or more Series. Each Series shall be issued pursuant to a Series Supplement (it being understood that a single Series Supplement may provide for more than one Series). Each Series Supplement shall include with respect to the related Series: (i) the title of such Series (which shall distinguish such Series from other Series) and whether each Class of such Series will be Variable Funding Notes or Term Notes; (ii) (a) with respect to each Class of Term Notes, the initial outstanding principal balance thereof and (b) with respect to each class of Variable Funding Notes, the maximum committed amount thereof; (iii) with respect to each Class of Term Notes, the Targeted Amortization Amounts, if any, and the date or dates on which such Targeted Amortization Amounts are payable; (iv) the related Note Rate(s); (v) whether such Series has a Prefunding Period, and, if so, the funded amount of the related Prefunding Account, the applicable Classes of such Series that the Prefunding Account relates to, the expiration date of the related Prefunding Period, and the funded amount of the related Yield Maintenance Reserve Account applicable to such Series for purposes of Section 4.03; (vi) the definition of Rating Agency Confirmation with respect to such Series, if different from the definition herein, and the Rating Agency or Rating Agencies for such Series; (vii) whether the Notes of each Class of such Series are Uncertificated Notes, Book-Entry Notes or Definitive Notes; (viii) if such Series includes Tax Restricted Notes, the maximum number of beneficial holders of Tax Restricted Notes of such Series; (ix) the related Anticipated Repayment Date(s); (x) the related Closing Date; (xi) the related Initial Purchasers (if any); (xii) the related initial Payment Date; (xiii) the related Post-ARD Note Spread(s); (xiv) with respect to each Class of Term Notes, the definition of Prepayment Consideration, if different from the definition herein, and the related Prepayment Consideration Period(s); (xv) the related Rated Final Payment Date; and (xvi) any other terms of such Series (which terms shall not be inconsistent with the provisions of this Base Indenture except as specifically authorized herein or to the extent that such Series Supplement also constitutes an Indenture Supplement to this Base Indenture pursuant to Article XIII). The Notes of a Series may have more than one settlement or issue date. The Notes of each Series will be assigned to one or more Classes and, with respect to any Series of Notes issued after the date hereof, shall satisfy the requirements of Section 2.12(c) as of the date of issuance. The Issuer agrees that it will not designate, for any Series and Class of Notes that are Tax Restricted Notes, a maximum number of beneficial holders for such Series and Class of Tax Restricted Notes that would cause the aggregate maximum number of beneficial holders and beneficial owners for all Series and Classes of Tax Restricted Notes then Outstanding, collectively with the aggregate number of beneficial holders of any other interests in the Issuer that are or may be treated as equity of the Issuer for U.S. federal income purposes, as determined for purposes of Treasury regulation 1.7704-1(h), to exceed 90.
Appears in 2 contracts
Samples: Supplemental Indenture (Frontier Communications Parent, Inc.), Base Indenture (Frontier Communications Parent, Inc.)
Notes Issuable in Series. The Notes of the Issuer shall may be issued in one or more Series. Each Series of Notes shall be issued pursuant created by a Series Supplement. Notes of a new Series may from time to time be executed by ARG II and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by a Trust Officer of the Trustee of a Company Request at least two (2) Business Days (or such shorter time as is acceptable to the Trustee) in advance of the related Series Closing Date and upon delivery by ARG II to the Trustee, and receipt by a Trust Officer of the Trustee, of the following:
(a) a Company Order authorizing and directing the authentication and delivery of the Notes of such new Series by the Trustee and specifying the designation of such new Series, the aggregate principal amount of Notes of such new Series to be authenticated and the Note Rate (or the method for allocating interest payments or other cash flow) with respect to such new Series;
(b) a Series Supplement in form satisfactory to the Trustee executed by ARG II and the Trustee and specifying the Principal Terms of such new Series;
(it being understood c) the related Enhancement Agreement, if any, executed by each of the parties thereto, other than the Trustee;
(d) written confirmation that the Rating Agency Confirmation Condition with respect to each Outstanding Series of Notes shall have been satisfied with respect to such issuance;
(e) an Officer's Certificate of ARG II dated as of the applicable Series Closing Date to the effect that (i) unless otherwise provided in a single Series Supplement for a Segregated Series (except with respect to an Amortization Event set forth in Section 9.1(b) of this Indenture), no Amortization Event with respect to any Outstanding Series of Notes, Enhancement Agreement Event of Default with respect to any Outstanding Series of Notes, Enhancement Deficiency with respect to any Outstanding Series of Notes, Potential Amortization Event with respect to any Outstanding Series of Notes or Potential Enhancement Agreement Event of Default with respect to any Outstanding Series of Notes, is continuing or will occur as a result of the issuance of the new Series of Notes, (ii) the issuance of the new Series of Notes will not result in any breach of any of the terms, conditions or provisions of or constitute a default under any indenture, mortgage, deed of trust or other agreement or instrument to which ARG II is a party or by which it or its property is bound or any order of any court or administrative agency entered in any suit, action or other judicial or administrative proceeding to which ARG II is a party or by which it or its property may provide for more than one be bound or to which it or its property may be subject, (iii) unless otherwise specified in the related Series Supplement, all representations and warranties of ARG II set forth in the Indenture and each Related Document with respect to each Outstanding Series of Notes are true and correct, without giving effect to any limitations contained therein (excluding Related Documents relating solely to a Segregated Series). Each ) in all material respects (to the extent any such representations and warranties do not incorporate a materiality limitation in their terms) as of the Series Closing Date, (iv) all instruments furnished to the Trustee conform in all material respects to the requirements of this Base Indenture and the related Series Supplement shall include and constitute all the documents required to be delivered hereunder and thereunder for the Trustee to authenticate and deliver the new Series of Notes, (v) all conditions precedent provided in this Base Indenture and the related Series Supplement with respect to the authentication and delivery of the new Series of Notes have been complied with and (vi) if such new Series of Notes is a Segregated Series, the criteria used to select the Group-Specific Collateral will not have a material adverse effect on the quality of any Group-Specific Collateral securing any other outstanding Series of Notes;
(f) unless otherwise specified in the related SeriesSeries Supplement, an Opinion of Counsel, subject to the assumptions and qualifications stated therein, and in a form reasonably acceptable to the Trustee, dated the applicable Series Closing Date, substantially to the effect that:
(i) (x) the title new Series of such Series Notes will be treated as indebtedness for Federal income tax purposes and (which shall distinguish such Series from other Seriesy) and whether each Class the issuance of such Series will be Variable Funding not adversely affect the Federal income tax characterization of the Outstanding Notes or Term Notesof any Series;
(ii) (a) all conditions precedent provided for in this Base Indenture and the related Series Supplement with respect to each Class of Term Notes, the initial outstanding principal balance thereof authentication and (b) with respect to each class of Variable Funding Notes, the maximum committed amount thereof;
(iii) with respect to each Class of Term Notes, the Targeted Amortization Amounts, if any, and the date or dates on which such Targeted Amortization Amounts are payable;
(iv) the related Note Rate(s);
(v) whether such Series has a Prefunding Period, and, if so, the funded amount delivery of the related Prefunding Account, the applicable Classes of such Series that the Prefunding Account relates to, the expiration date of the related Prefunding Period, and the funded amount of the related Yield Maintenance Reserve Account applicable to such Series for purposes of Section 4.03;
(vi) the definition of Rating Agency Confirmation with respect to such Series, if different from the definition herein, and the Rating Agency or Rating Agencies for such Series;
(vii) whether the Notes of each Class of such Series are Uncertificated Notes, Book-Entry Notes or Definitive Notes;
(viii) if such Series includes Tax Restricted Notes, the maximum number of beneficial holders of Tax Restricted Notes of such Series;
(ix) the related Anticipated Repayment Date(s);
(x) the related Closing Date;
(xi) the related Initial Purchasers (if any);
(xii) the related initial Payment Date;
(xiii) the related Post-ARD Note Spread(s);
(xiv) with respect to each Class of Term Notes, the definition of Prepayment Consideration, if different from the definition herein, and the related Prepayment Consideration Period(s);
(xv) the related Rated Final Payment Date; and
(xvi) any other terms of such Series (which terms shall not be inconsistent with the provisions of this Base Indenture except as specifically authorized herein or to the extent that such Series Supplement also constitutes an Indenture Supplement to this Base Indenture pursuant to Article XIII). The Notes of a Series may have more than one settlement or issue date. The Notes of each Series will be assigned to one or more Classes and, with respect to any new Series of Notes issued after the date hereof, shall satisfy the requirements of Section 2.12(c) as of the date of issuance. The Issuer agrees that it will not designate, for any Series and Class of Notes that are Tax Restricted Notes, a maximum number of beneficial holders for such Series and Class of Tax Restricted Notes that would cause the aggregate maximum number of beneficial holders and beneficial owners for have been complied with in all Series and Classes of Tax Restricted Notes then Outstanding, collectively with the aggregate number of beneficial holders of any other interests in the Issuer that are or may be treated as equity of the Issuer for U.S. federal income purposes, as determined for purposes of Treasury regulation 1.7704-1(h), to exceed 90.material respects;
Appears in 1 contract
Samples: Base Indenture (Anc Rental Corp)
Notes Issuable in Series. The Notes of the Issuer shall may be issued in one or more Series. Each Series of Notes shall be issued pursuant created by a Series Supplement. Notes of a new Series may from time to time be executed by ARG and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by a Responsible Officer of the Trustee of a Company Request at least two (2) Business Days (or such shorter time as is acceptable to the Trustee) in advance of the related Series Closing Date and upon delivery by ARG to the Trustee, and receipt by a Responsible Officer of the Trustee, of the following:
(a) a Company Order authorizing and directing the authentication and delivery of the Notes of such new Series by the Trustee and specifying the designation of such new Series, the aggregate principal amount of Notes of such new Series to be authenticated and the Note Rate (or the method for allocating interest payments or other cash flow) with respect to such new Series;
(b) a Series Supplement in form satisfactory to the Trustee executed by ARG and the Trustee and specifying the Principal Terms of such new Series;
(it being understood c) the related Enhancement Agreement, if any, executed by each of the parties thereto, other than the Trustee;
(d) written confirmation that the Rating Agency Confirmation Condition with respect to each Outstanding Series of Notes shall have been satisfied with respect to such issuance;
(e) an Officer’s Certificate of ARG dated as of the applicable Series Closing Date to the effect that (i) unless otherwise provided in a single Series Supplement for a Segregated Series in respect of the issuance of such Segregated Series (except that an Amortization Event under Section 9.1(b) may provide for more than one Seriesnot be waived in any Series Supplement). Each , no Amortization Event with respect to any Outstanding Series of Notes, Enhancement Agreement Event of Default with respect to any Outstanding Series of Notes, Enhancement Deficiency with respect to any Outstanding Series of Notes, Potential Amortization Event with respect to any Outstanding Series of Notes or Potential Enhancement Agreement Event of Default with respect to any Outstanding Series of Notes, is continuing or will occur as a result of the issuance of the new Series of Notes, (ii) the issuance of the new Series of Notes will not result in any breach of any of the terms, conditions or provisions of or constitute a default under any indenture, mortgage, deed of trust or other agreement or instrument to which ARG is a party or by which it or its property is bound or any order of any court or administrative agency entered in any suit, action or other judicial or administrative proceeding to which ARG is a party or by which it or its property may be bound or to which it or its property may be subject, (iii) unless otherwise specified in the related Series Supplement shall include for a Segregated Series in respect of the issuance of such Segregated Series, all representations and warranties of ARG set forth in the Indenture and each Related Document with respect to each Outstanding Series of Notes are true and correct, without giving effect to any limitations contained therein excluding Related Documents relating solely to a Segregated Series, in all material respects (to the extent any such representations and warranties do not incorporate a materiality limitation in their terms) as of the Series Closing Date, (iv) all instruments furnished to the Trustee conform in all material respects to the requirements of this Base Indenture and the related Series Supplement and constitute all the documents required to be delivered hereunder and thereunder for the Trustee to authenticate and deliver the new Series of Notes, (v) all conditions precedent provided in this Base Indenture and the related Series Supplement with respect to the authentication and delivery of the new Series of Notes have been complied with and (vi) if such new Series of Notes is a Segregated Series, the criteria used to select the Group-Specific Collateral for such Notes will not have a material adverse effect on the quality of the Collateral or any other Group-Specific Collateral securing any other outstanding Series of Notes;
(f) unless otherwise specified in the related SeriesSeries Supplement, an Opinion of Counsel, subject to the assumptions and qualifications stated therein, and in a form substantially acceptable to the Trustee, dated the applicable Series Closing Date, substantially to the effect that:
(i) (x) the title new Series of such Series Notes will be treated as indebtedness for Federal income tax purposes and (which shall distinguish such Series from other Seriesy) and whether each Class the issuance of such Series will be Variable Funding not adversely affect the Federal income tax characterization of the Outstanding Notes or Term Notesof any Series;
(ii) (a) all conditions precedent provided for in this Base Indenture and the related Series Supplement with respect to each Class the authentication and delivery of Term Notes, the initial outstanding principal balance thereof and (b) new Series of Notes have been complied with respect to each class of Variable Funding Notes, the maximum committed amount thereofin all material respects;
(iii) with respect (v) ARG is duly incorporated under the jurisdiction of its incorporation and has, or at the time of execution and delivery had, the power and authority to execute and deliver the related Series Supplement, this Base Indenture and each Class other Related Document to which it is a party (other than any Series Supplement, Enhancement Agreement or other Related Document relating solely to another Series of Term Notes) and to issue the new Series of Notes; (w) each of the Leasing Companies is duly formed in the jurisdiction of its formation and had the limited partnership power and authority to execute and deliver each of the Leasing Company Related Documents to which it is a party or, in the case of the issuance of a Segregated Series of Notes, each of the Group-Specific Leasing Company Related Documents to which it is a party relating solely to the newly issued Series of Notes; (x) Vanguard, in its capacity as lessee and servicer under each of the Leases or Group-Specific Leases, as applicable, and each other Lessee or, in the case of the issuance of a Segregated Series of Notes, Group-Specific Lessee, is duly incorporated or formed, as the case may be, in the jurisdiction of its incorporation or formation, as the case may be, and had the corporate, limited partnership or limited liability company, as the case may be, power and authority to execute and deliver each of the Leasing Company Related Documents to which it is a party or, in the case of the issuance of a Segregated Series of Notes, each of the Group-Specific Leasing Company Related Documents to which it is a party relating solely to the newly issued Series of Notes; (y) the general partner of each Leasing Company is duly organized under the jurisdiction of its organization and has, or at the time of execution and delivery had, the power and authority to execute and deliver each of the Leasing Company Related Documents to which it is a party or, in the case of the issuance of a Segregated Series of Notes, each of the Group-Specific Leasing Company Related Documents to which it is a party relating solely to the newly issued Series of Notes; and (z) Vanguard Holdings, in its capacity as guarantor under each of the Leases or Group-Specific Leases, as applicable, is duly incorporated in the jurisdiction of its incorporation and had the power and authority to execute and deliver such Leases or, in the case of the issuance of a Segregated Series of Notes, the Targeted Amortization Amounts, if anyGroup-Specific Leases, and each other Leasing Company Related Document to which it is a party or, in the date or dates on case of the issuance of a Segregated Series of Notes, each other Group-Specific Leasing Company Related Documents to which such Targeted Amortization Amounts are payableit is a party relating solely to the newly issued Series of Notes;
(iv) the related Note Rate(s)Series Supplement, this Base Indenture and each of the other Related Documents to which ARG is a party (other than any Series Supplement, Enhancement Agreement or other Related Document relating solely to another Series of Notes) have been duly authorized, executed and delivered by ARG;
(v) whether such each of the Leasing Company Related Documents or, in the case of the issuance of a Segregated Series has a Prefunding Periodof Notes, andGroup-Specific Leasing Company Related Documents, if sohave been duly authorized, executed and delivered by the Leasing Companies, the funded amount Lessees or, in the case of the related Prefunding Accountissuance of a Segregated Series of Notes, the applicable Classes of such Series that the Prefunding Account relates toGroup-Specific Lessees, the expiration date of the related Prefunding Periodas applicable, and the funded amount of the related Yield Maintenance Reserve Account applicable to such Series for purposes of Section 4.03Vanguard Holdings, as applicable;
(vi) the definition new Series of Rating Agency Confirmation with respect to such SeriesNotes has been duly authorized and executed and, if different from the definition herein, when authenticated and the Rating Agency or Rating Agencies for such Series;
(vii) whether the Notes of each Class of such Series are Uncertificated Notes, Book-Entry Notes or Definitive Notes;
(viii) if such Series includes Tax Restricted Notes, the maximum number of beneficial holders of Tax Restricted Notes of such Series;
(ix) the related Anticipated Repayment Date(s);
(x) the related Closing Date;
(xi) the related Initial Purchasers (if any);
(xii) the related initial Payment Date;
(xiii) the related Post-ARD Note Spread(s);
(xiv) with respect to each Class of Term Notes, the definition of Prepayment Consideration, if different from the definition herein, and the related Prepayment Consideration Period(s);
(xv) the related Rated Final Payment Date; and
(xvi) any other terms of such Series (which terms shall not be inconsistent delivered in accordance with the provisions of this Base Indenture except as specifically authorized herein or and the related Series Supplement, will constitute valid, binding and enforceable obligations of ARG entitled to the extent that such Series Supplement also constitutes an Indenture Supplement to benefits of this Base Indenture pursuant and the related Series Supplement, subject, in the case of enforcement, to Article XIII). The Notes bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity and by an implied covenant of good faith and fair dealing;
(vii) this Base Indenture, the related Series Supplement and each of the other Related Documents to which ARG is a party (other than any Series Supplement, Enhancement Agreement or other Related Document relating solely to another Series of Notes) are legal, valid and binding agreements of ARG, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity and by an implied covenant of good faith and fair dealing;
(viii) the Leasing Company Related Documents or, in the case of the issuance of a Segregated Series of Notes, the Group-Specific Leasing Company Related Documents, are legal, valid and binding agreements of the Leasing Companies, Lessees or, in the case of the issuance of a Segregated Series of Notes, Group-Specific Lessees, and Vanguard Holdings, as the case may have more than one settlement be, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity and by an implied covenant of good faith and fair dealing;
(ix) none of ARG and the Leasing Companies is, or issue date. The Notes is controlled by, an “investment company” within the meaning of, or is required to register as an “investment company” under, the Investment Company Act, and neither this Base Indenture and the related Series Supplement nor the Leasing Company Indentures as supplemented by the related Series Supplement thereto and the Group-Specific Leasing Company Indentures, are required to be registered under the Trust Indenture Act;
(x) the offer and sale of each Series will be assigned to one or more Classes and, with respect to any the new Series of Notes issued is not required to be registered under the Securities Act;
(xi) the Indenture and the related Series Supplement are effective to create a legal, valid and enforceable security interest in, in the case of the Group I Notes, the Collateral or, in the case of the issuance of a Segregated Series of Notes, Group-Specific Collateral securing such segregated Series of Notes and that such security interest constitutes a first-priority, perfected security interest in such Collateral or Group-Specific Collateral, as applicable;
(xii) the assets of ARG will not be substantively consolidated with the assets of Vanguard Holdings, any Lessee or, in the case of the issuance of a Segregated Series of Notes, any Group-Specific Lessee in the event of the insolvency of Vanguard Holdings or such Lessee or Group-Specific Lessee, as applicable;
(xiii) there does not exist any pending or threatened litigation which, if adversely determined, would materially and adversely affect the ability of ARG to perform its obligations under any of the Related Documents;
(xiv) there is no conflict with or violation of any court decree, injunction, writ or order applicable to ARG or any breach or default of any indenture, agreement or other instrument as a result of the issuance of such Series of Notes by ARG; and
(xv) such other matters as the Trustee may reasonably require.
(g) executed counterparts of each of the Leasing Company Indentures or, in the case of the issuance of a Segregated Series of Notes, the Group-Specific Leasing Company Indentures, and the other Leasing Company Related Documents or, in the case of the issuance of a Segregated Series of Notes, the Group-Specific Leasing Company Related Documents, duly executed by the parties thereto;
(h) evidence that each of the parties to the Related Documents (other than any Series Supplement, Enhancement Agreement or other Related Document relating solely to another Series of Notes) has covenanted and agreed that, prior to the date which is one year and one day after the date hereof, shall satisfy the requirements of Section 2.12(c) as payment in full of the date of issuance. The Issuer agrees that latest maturing Note, it will not designateinstitute against, or join with any other Person in instituting, against ARG or the Intermediary, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal or state bankruptcy or similar law;
(i) evidence of the grant by ARG to the Trustee of a first-priority, perfected security interest in and to the Collateral or, in the case of the issuance of a Segregated Series of Notes, the Group-Specific Collateral, and the perfection of such security interest;
(j) evidence (which, in the case of the filing of financing statements on form UCC-1, may be telephonic, followed by prompt written confirmation) that ARG has delivered the Leasing Company Notes or, in the case of the issuance of a Segregated Series of Notes, the Group-Specific Leasing Company Notes, registered in the name of the Trustee, to the Trustee and has caused all filings (including filing of financing statements on form UCC-l) and recordings to be accomplished as may be reasonably required by law to establish, perfect, protect and preserve the rights, titles, interests, remedies, powers, privileges, licenses and security interest of the Trustee in the Collateral or, in the case of the issuance of a Segregated Series of Notes, the Group-Specific Collateral, for the benefit of the Secured Parties or, in the case of the issuance of a Segregated Series of Notes, for the benefit of any party for whose benefit a security interest is pledged, assigned, conveyed, delivered, transferred or set over pursuant to a Series and Class Supplement related to a Segregated Series of Notes that are Tax Restricted Notes(the “Group-Specific Secured Parties”); and
(k) such other documents, a maximum instruments, certifications, agreements or other items as the Trustee may reasonably require. Upon satisfaction of such conditions, the Trustee shall authenticate and deliver, as provided above, such Series of Notes upon execution thereof by ARG. There is no limit to the number of beneficial holders for such Series and Class of Tax Restricted Notes that would cause the aggregate maximum number of beneficial holders and beneficial owners for all Series and Classes of Tax Restricted Notes then Outstanding, collectively with the aggregate number of beneficial holders of any other interests in the Issuer that are or which may be treated as equity issued pursuant to the terms of the Issuer for U.S. federal income purposes, as determined for purposes of Treasury regulation 1.7704-1(h), to exceed 90this Base Indenture.
Appears in 1 contract
Notes Issuable in Series. The Notes of the Issuer shall may be issued in one or more Series. Any series of Variable Funding Notes may be uncertificated if provided for in its Series Indenture Supplement. Each Series shall be issued pursuant to a Series Indenture Supplement (it being understood that a single Series Indenture Supplement may provide for more than one Series). Each There shall be established in one or more Series Supplement shall include with respect Indenture Supplements, prior to the related issuance of Notes of any Series:
(i) the title of the Notes of such Series (which shall distinguish the Notes of such Series from Notes of other Series) and whether each Class of such Series Notes will be Variable Funding Notes or Term Notes;
(ii) any limit upon the aggregate principal balance of the Notes of such Series that may be authenticated and delivered (a) other than with respect to each Class of Term Uncertificated Notes, the initial outstanding principal balance thereof which may be registered) under this Base Indenture (except for Notes authenticated and delivered (b) or with respect to each class of Variable Funding Uncertificated Notes, the maximum committed amount thereofregistered) upon registration of transfer of, or in exchange for, or in lieu of, other Notes of such Series pursuant to Section 2.02 or Section 2.04);
(iii) with respect to each Class of Term Notes, the Targeted Amortization Amounts, if any, for Notes of such Series and the date or dates on which the principal of the Notes of such Targeted Amortization Amounts are Series is payable;
(iv) the related Note Rate(srate or rates at which the Notes of such Series shall bear interest, if any, or the method by which such rate shall be determined, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and the record dates for the determination of Holders to whom interest is payable (in each case to the extent such items are not specified herein or if specified herein to the extent such items are modified by such Series Indenture Supplement);
(v) whether such Series has a Prefunding Period, and, if so, the funded amount of the related Prefunding Account, the applicable Classes of such Series that the Prefunding Account relates to, the expiration date of the related Prefunding Period, and the funded amount of the related Yield Maintenance Reserve Account applicable to such Series for purposes of Section 4.03;.
(vi) the definition of Rating Agency Confirmation with respect to such Series, if different from the definition herein, and the Rating Agency or Rating Agencies for such Series;[***]
(vii) whether such Series is a Series of Variable Funding Notes;
(viii) whether the Notes of each Class of such Series are Uncertificated Notes, Book-Entry Notes or Definitive Notes;
(viiiix) if such Series includes the issuance of Tax Restricted Notes, the maximum number of beneficial holders of Tax Restricted Notes of such Series;
(ix) the related Anticipated Repayment Date(sSeries for purposes of Section 2.02(k);
(x) the related Closing Date;
(xi) the related Initial Purchasers (if any);
(xii) the related initial Payment Date;
(xiii) the related Post-ARD Note Spread(s);
(xiv) with respect to each Class of Term Notes, the definition of Prepayment Consideration, if different from the definition herein, and the related Prepayment Consideration Period(s);
(xv) the related Rated Final Payment Date; and
(xvix) any other terms of such Series (which terms shall not be inconsistent with the provisions of this Base Indenture except as specifically authorized herein or to the extent that such Series Indenture Supplement also constitutes an Indenture Supplement to amendment of this Base Indenture pursuant to Article XIII). The Notes of a Series may have more than one settlement or issue date. The Notes of each Series will be assigned to one or more Classes and, with respect to any Series of Notes issued after the date hereof, shall satisfy the requirements of Section 2.12(c2.12(d) as of the date of issuance. The Issuer agrees that it will not designate, for issue any Series and Class of Notes that are Tax Restricted Notes (and will not designate Notes from any Series and Class of Notes that are Tax Restricted Notes), a maximum number of beneficial holders for if such Series and Class of Tax Restricted Notes that issuance (or designation) would cause the aggregate maximum number of beneficial holders and beneficial owners for Ownership Interests in all Series and Classes of Tax Restricted Notes then Outstanding, collectively with the aggregate number of beneficial holders of Ownership Interests in any other interests in the Issuer that are or may be treated as equity of the Issuer for U.S. federal income tax purposes, in each case as determined for purposes of Treasury regulation Regulation Section 1.7704-1(h), to exceed ninety (90).
Appears in 1 contract
Samples: Base Indenture (Tucows Inc /Pa/)
Notes Issuable in Series. The Notes of the Issuer shall may be issued in one or more Series. Any series of Class A-1 Notes may be uncertificated if provided for in its Series Supplement. Each Series shall be issued pursuant to a Series Indenture Supplement (it being understood that a single Series Indenture Supplement may provide for more than one Series). Each There shall be established in one or more Series Supplement shall include with respect Indenture Supplements, prior to the related issuance of Notes of any Series:
(i) the title of the Notes of such Series (which shall distinguish the Notes of such Series from Notes of other Series) and whether each Class of such Series Notes will be Variable Funding Notes or Term Notes;
(ii) any limit upon the aggregate principal balance of the Notes of such Series that may be authenticated and delivered (a) other than with respect to each Class of Term Uncertificated Notes, the initial outstanding principal balance thereof which may be registered) under this Base Indenture (except for Notes authenticated and delivered (b) or with respect to each class of Variable Funding Uncertificated Notes, the maximum committed amount thereofregistered) upon registration of transfer of, or in exchange for, or in lieu of, other Notes of such Series pursuant to Section 2.02 or Section 2.04);
(iii) with respect to each Class of Term Notes, the Targeted Amortization Amounts, if any, for Notes of such Series and the date or dates on which the principal of the Notes of such Targeted Amortization Amounts are Series is payable;
(iv) the related Note Rate(srate or rates at which the Notes of such Series shall bear interest, if any, or the method by which such rate shall be determined, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and the record dates for the determination of Holders to whom interest is payable (in each case to the extent such items are not specified herein or if specified herein to the extent such items are modified by such Series Indenture Supplement);
(v) whether such Series has a Prefunding Period, and, if so, the funded amount of the related Prefunding Account, the applicable Classes of such Series that the Prefunding Account relates to, the expiration date of the related Prefunding Period, and the funded amount of the related Yield Maintenance Reserve Account applicable to such Series for purposes of Section 4.03;4.05.
(vi) what action by the definition Issuer is necessary to satisfy the condition of obtaining or delivering a Rating Agency Confirmation with respect to such Serieshereunder from the applicable Rating Agencies (including, if different from the definition hereinapplicable, and the Rating Agency or Rating Agencies any notice related information for such SeriesRating Agencies);
(vii) whether such Series contains one or more Classes of Variable Funding Notes;
(viii) whether the Notes of each Class of such Series are Uncertificated Notes, Book-Entry Notes notes or Definitive Notes;
(viiiix) if such Series includes the issuance of Tax Restricted Notes, the maximum number minimum denomination of beneficial holders of the Tax Restricted Notes of such Series;
(ix) the related Anticipated Repayment Date(sSeries for purposes of Section 2.02(k);
(x) the related Closing Date;
(xi) the related Initial Purchasers (if any);
(xii) the related initial Payment Date;
(xiii) the related Post-ARD Note Spread(s);
(xiv) with respect to each Class of Term Notes, the definition of Prepayment Consideration, if different from the definition herein, and the related Prepayment Consideration Period(s);
(xv) the related Rated Final Payment Date; and
(xvix) any other terms of such Series (which terms shall not be inconsistent with the provisions of this Base Indenture except as specifically authorized herein or to the extent that such Series Indenture Supplement also constitutes an Indenture Supplement to amendment of this Base Indenture pursuant to Article XIII). The Notes of a Series may have more than one settlement or issue date. The Notes of each Series will be assigned to one or more Classes and, with respect to any Series of Notes issued after the date hereofInitial Closing Date, shall satisfy the requirements of Section 2.12(c2.12(d) as of the date of issuance. The Issuer agrees that it will not designate, for any Series and Class of Notes that are Tax Restricted Notes, a maximum number of beneficial holders minimum denomination for such Series and Class of Tax Restricted Notes that would cause the aggregate maximum number of beneficial holders and beneficial owners for all Series and Classes of Tax Restricted Notes then Outstanding, collectively with the aggregate number of beneficial holders owners of any other interests in the Issuer that are or may be treated as equity of the Issuer for U.S. federal income tax purposes, as determined for purposes of Treasury regulation 1.7704-1(h), to exceed 90.
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Samples: Base Indenture (Cogent Communications Holdings, Inc.)
Notes Issuable in Series. The Notes of the Issuer shall may be issued in one or more Series. Each Series shall be issued pursuant to a Series Supplement (it being understood that a single Series Supplement may provide for more than one Series). Each There shall be established in one or more Series Supplement shall include with respect Supplements, prior to the related issuance of Notes of any Series:
(i) the title of the Notes of such Series (which shall distinguish the Notes of such Series from Notes of other Series) and whether each Class of such Series will be Variable Funding Notes or Term Notes);
(ii) (a) with respect to each Class of Term Notes, any limit upon the initial outstanding aggregate principal balance thereof of the Notes of such Series that may be authenticated and delivered under this Indenture (b) with respect except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of such Series pursuant to each class of Variable Funding Notes, the maximum committed amount thereofSection 2.04 or 2.06);
(iii) with respect to each the Class of Term Notes, the Targeted A Monthly Amortization Amounts, if any, for Class A Notes of such Series and the date or dates on which the principal of the Notes of such Targeted Amortization Amounts are Series is payable;
(iv) the related Note Rate(srate or rates at which the Notes of such Series shall bear interest, if any, or the method by which such rate shall be determined, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable and the record dates for the determination of Holders to whom interest is payable (in each to the extent such items are not specified herein or if specified herein to the extent such items are modified by such Series Supplement);
(v) whether such Series has a Prefunding Period, Site Acquisition Period and, if so, the funded amount of the related Prefunding Site Acquisition Account, the applicable Classes of such Series that the Prefunding Account relates to, the expiration date of the related Prefunding Site Acquisition Period, and the funded amount of the related Yield Maintenance Reserve Account and the Minimum Yield applicable to such Series for purposes of Section 4.03Series;
(vi) what action by the definition Issuer is necessary to satisfy the condition of obtaining or delivering a Rating Agency Confirmation with respect to such Serieshereunder from the applicable Rating Agencies (including, if different from the definition hereinapplicable, and the Rating Agency or Rating Agencies any notice related information for such SeriesRating Agencies);
(vii) whether the Notes of each Class of such Series are Uncertificated Notes, Book-Entry Notes or Definitive Notes;
(viii) if such Series includes the issuance of Tax Restricted Notes, the form of Tax Restricted Notes, the form of Transfer Certificate with respect to the Tax Restricted Notes and the maximum number of beneficial holders of Tax Restricted Notes of such Series;
(ixSeries for purposes of Section 2.02(k) and the related Anticipated Repayment Date(s);
(x) the related Closing Date;
(xi) the related Initial Purchasers (if any);
(xii) the related initial Payment Date;
(xiii) the related Post-ARD Note Spread(s);
(xiv) with respect to minimum denominations of each Class of Term Notes, the definition such Tax Restricted Notes of Prepayment Consideration, if different from the definition herein, and the related Prepayment Consideration Period(s);
(xv) the related Rated Final Payment Datesuch Series; and
(xviviii) any other terms of such Series (which terms shall not be inconsistent with the provisions of this Base Indenture except as specifically authorized herein or to the extent that such Series Supplement also constitutes an Indenture Supplement to amendment of this Base Indenture pursuant to Article XIII). The Notes of a Series may have more than one settlement or issue date. The Notes of each Series will be assigned to one or more Classes and, with respect to any Series of Notes issued after the date hereofInitial Closing Date, shall satisfy the requirements of Section 2.12(c) as of the date of issuance. The Issuer agrees that it will not designate, for any Series and Class of Notes that are Tax Restricted Notes, a maximum number of beneficial holders for such Series and Class of Tax Restricted Notes that would cause the aggregate maximum number of beneficial holders and beneficial owners for all Series and Classes of Tax Restricted Notes then Outstandingoutstanding, collectively with the aggregate number of beneficial holders owners of any other interests the equity interest in the Issuer or other interests that are or may be treated as equity of the Issuer for U.S. federal income purposes, as determined for purposes of Treasury regulation 1.7704-1(h)Issuer, to exceed 9090 (ninety).
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