PURCHASE AND SALE OF SERIES. 2010-6 NOTES; INCREASES AND DECREASES OF SERIES 2010-6 INVESTED AMOUNT
PURCHASE AND SALE OF SERIES. 2010-1 NOTES
PURCHASE AND SALE OF SERIES. A Preferred Stock ---------------------------------------------
PURCHASE AND SALE OF SERIES. 2018-1 CLASS A-1 NOTES
PURCHASE AND SALE OF SERIES. 2012-1 NOTES; INCREASES AND DECREASES OF SERIES 2012-1 INVESTED AMOUNT 29 Section 3.1 Purchases of the Series 2012-1 Notes 29 Section 3.2 Delivery 30
PURCHASE AND SALE OF SERIES. E PREFERRED STOCK 9 2.1 Purchase and Sale of Series E Preferred Stock 9 2.2 Certification of Designation 9 2.3 Closing 9 2.4 Use of Proceeds 10 2.5 Additional Issuances; Adjustment 10 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY 11 3.1 Corporate Existence and Power 11 3.2 Subsidiaries 11 3.3 Corporate Authorization; No Contravention 12 3.4 Governmental Authorization; Third Party Consents 12 3.5 Binding Effect 13 3.6 Capitalization of the Company and its Subsidiaries 13 3.7 Commission Documents; Xxxxxxxx-Xxxxx Compliance 14 3.8 Absence of Certain Developments 15 3.9 Indebtedness; No Undisclosed Liabilities 15 3.10 Compliance with Laws; Licenses 16 3.11 Litigation 16 3.12 Material Contracts 16 3.13 Environmental 17 3.14 Taxes 18 3.15 Title to Property and Assets; Leases 18 3.16 Compliance with ERISA 19 3.17 Labor Relations; Employees 20 3.18 Certain Payments 21 3.19 Insurance 21 3.20 Intellectual Property 21 3.21 Affiliate Transactions 22 3.22 Investment Company Act 22 3.23 Private Offering 23 3.24 Board Approval; Stockholder Approval 23 3.25 Series E Preferred Stock 23 3.26 No Brokers or Finders 24 3.27 Disclosure 24 3.28 Suitability 24 3.29 Off Balance Sheet Arrangements 24 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 24 4.1 Existence and Power 24 4.2 Authorization; No Contravention 24 4.3 Governmental Authorization; Third Party Consents 25 4.4 Binding Effect 25 4.5 Investment Representations. 25 4.6 Receipt of Information 26 4.7 No Brokers or Finders 26 4.8 Sufficient Funds 26 4.9 Litigation 26 4.10 No General Solicitation. 26 4.11 Prohibited Transactions. 26 4.12 Reliance on Exemptions. 26 4.13 Affiliates 27 ARTICLE 5 COVENANTS 27 5.1 Conduct of Business 27 5.2 No Solicitation 29 5.3 Regulatory Approval; Litigation 31 5.4 Board of Directors; Compensation Committee 31 5.5 Access 31 5.6 Employee Benefits Matters 32 5.7 Consents and Amendments 32 5.8 Legends 32 5.9 Financial Oversight Committee 32 5.10 Management Following Closing 32 5.11 Non-Solicitation 33 ARTICLE 6 CONDITIONS PRECEDENT TO THE OBLIGATION OF THE PURCHASER TO CLOSE 33 6.1 Conditions to Closing 33 ARTICLE 7 CONDITIONS PRECEDENT TO THE OBLIGATION OF THE COMPANY TO CLOSE 35 7.1 Conditions to Closing 35 ARTICLE 8 RIGHT OF FIRST OFFER; OTHER AGREEMENTS OF THE COMPANY 36 8.1 Registration Rights 36 8.2 Rule 144 38 8.3 Availability of Common Stock 38 8.4 No Rights Plan 38 ARTICLE 9 INDEMNIFICATION 39 9.1 Indemnification 39 9.2 Terms of Indemnification 39 ARTICLE 10 39 10.1 T...
PURCHASE AND SALE OF SERIES. 2022-1 CLASS A-1 NOTES .................................... 3 SECTION 2.01 The Advance Notes ................................................................................... 3 SECTION 2.02 Advances ................................................................................................... 3 SECTION 2.03
PURCHASE AND SALE OF SERIES. 2022-1 CLASS A-1 NOTES SECTION 2.01 The Advance Notes. On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall request the Trustee to authenticate (in the case of the Series 2022-1 Class A-1 Advance Notes in the form of Definitive Notes) or register as described in Section 4.1(f) of the Series 2022-1 Supplement (in the case of Uncertificated Notes) an aggregate of $135,000,000 of Series 2022-1 Class A-1 Advance Notes, which (in the case of the Series 2022-1 Class A-1 Advance Notes in the form of Definitive Notes) the Co-Issuers shall deliver to each Funding Agent on behalf of the Investors in the related Investor Group on the Series 2022-1 Closing Date. Such Series 2022-1 Class A-1 Advance Note for each Investor Group shall be dated as of the Series 2022-1 Closing Date (if in the form of Definitive Notes), shall be registered in the name of the related Funding Agent or its nominee, as agent for the related Investors, or in such other name or nominee as such Funding Agent may request, shall have a maximum principal amount equal to the Maximum Investor Group Principal Amount for such Investor Group, shall have an initial outstanding principal amount equal to such Investor Group’s Commitment Percentage of the Series 2022-1 Class A-1 Initial Advance Principal Amount, and (other than any Uncertificated Note) shall be duly authenticated in accordance with the provisions of the Indenture. SECTION 2.02
PURCHASE AND SALE OF SERIES. 2005-SN1 LEASE ASSETS
PURCHASE AND SALE OF SERIES. 2018-1 CLASS A NOTES SECTION 2.01 Series 2018-1 Class A Notes. On the terms and conditions set forth in this Agreement, the Indenture and the Series 2018-1 Supplement, and in reliance on the representations, warranties, covenants and agreements set forth herein and therein, the Co-Issuers shall issue and shall request the Indenture Trustee to authenticate pursuant to Section 2.02(c) of the Indenture, the Series 2018-1 Supplement and the Series 2018-1 Class A Notes, which the Co-Issuers shall deliver to each Funding Agent on behalf of the Investors in the related Investor Group on the Series 2018-1 Closing Date. Such Series 2018-1 Class A Note for each Investor Group shall be dated the Series 2018-1 Closing Date, shall be registered in the name of the related Funding Agent or its nominee, as agent for the related Investors, or in such other name or nominee as such Funding Agent may request, shall have a maximum principal amount equal to the Maximum Investor Group Principal Amount for such Investor Group, shall have an initial outstanding principal amount equal to such Investor Group’s Commitment Percentage of the Series 2018-1 Class A Initial Advance Principal Amount, if any, and shall be duly authenticated in accordance with the provisions of Section 2.02(a) of the Indenture. The issuance and sale of the Series 2018-1 Class A Notes to the Series 2018-1 Class A Noteholders shall be subject to satisfaction of the conditions set forth in Section 7.01 in addition to the conditions to the issuance of a Series of Notes set forth in Section 2.04(e) of the Indenture. The Series 2018-1 Class A Notes shall be Variable Funding Notes that are Class A Notes payable in accordance with the Indenture, the Series 2018-1 Supplement and this Agreement. This Agreement shall be a Variable Funding Note Purchase Agreement for all purposes under the Indenture and the Series 2018-1 Supplement. SECTION 2.02
