Purchase and Sale of Shelf Notes. (a) Facility. Prudential is willing to consider, in its sole discretion and within limits which may be authorized for purchase by Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of Prudential to consider such purchase of Shelf Notes is herein called the “Facility”. At any time, the aggregate principal amount of Shelf Notes stated in Section 1.2, minus the aggregate principal amount of Shelf Notes purchased and sold pursuant to this Agreement prior to such time, minus the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “Available Facility Amount” at such time. NOTWITHSTANDING THE WILLINGNESS OF PRUDENTIAL TO CONSIDER PURCHASES OF SHELF NOTES BY PRUDENTIAL AFFILIATES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER PRUDENTIAL NOR ANY PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY PRUDENTIAL OR ANY PRUDENTIAL AFFILIATE.
Purchase and Sale of Shelf Notes. 2 2A(1). FACILITY...........................................2 2A(2). ISSUANCE PERIOD....................................2 2A(3). PERIODIC SPREAD INFORMATION........................2 2A(4). REQUEST FOR PURCHASE...............................3 2A(5). RATE QUOTES........................................3 2A(6). ACCEPTANCE.........................................3 2A(7). MARKET DISRUPTION..................................4 2A(8). FACILITY CLOSINGS..................................4 2A(9). FEES...............................................5 2A(9)(i). FACILITY FEE.......................................5 2A(9)(ii). ISSUANCE FEE.......................................5 2A(9)(iii). DELAYED DELIVERY FEE...............................5 2A(9)(iv). CANCELLATION FEE...................................5
Purchase and Sale of Shelf Notes. Purchase and Sale of Shelf Notes.
Purchase and Sale of Shelf Notes. 2A. Purchase and Sale of Shelf Notes.
Purchase and Sale of Shelf Notes. 2A. [Intentionally Omitted].
Purchase and Sale of Shelf Notes. 2 2B(1). Facility 2 2B(2). Issuance Period 2 2B(3). Periodic Spread Information 2 2B(4). Request for Purchase 3 2B(5). Rate Quotes 3 2B(6). Acceptance 4 2B(7). Market Disruption 4 2B(8). Facility Closings 4 2B(9). Fees 5 2B(9)(i). Facility Fee 5 2B(9)(ii). Issuance Fee 5 2B(9)(iii). Delayed Delivery Fee 5 2B(9)(iv). Cancellation Fee 6 3. CONDITIONS OF CLOSING 7 3A. Closing Documents 7 3B. Opinion of Purchaser’s Special Counsel 8 3C. Representations and Warranties; No Default 8 3D. Purchase Permitted by Applicable Laws 8 3E. Payment of Fees and Expenses 8 3F. Payment Instructions 9 3G. Sale to Other Purchasers 9 3H. Private Placement Number 9 4. PREPAYMENTS 9 4A. [Reserved] 9 4B. Required Prepayments of Shelf Notes 9 4C. Optional Prepayment with Yield-Maintenance Amount 9 4D. Notice of Optional Prepayment 9 4E. Application of Prepayments 10 4F. No Acquisition of Notes 10 5. AFFIRMATIVE COVENANTS 10 5A. Financial Statements; Notice of Defaults 10 5B. Use of Proceeds 11 5C. Certain Notices 11 5D. Conduct of Business 12 5E. Taxes 12 5F. Insurance 13 5G. Compliance with Law 13 5H. Maintenance of Property 13 5I. Inspection of Property 13 5J. Preservation of Material Agreements 13 5K. Payment of Claims 13 5L. Information Required by Rule 144A 14 5M. Subsidiary Guarantors 14 6. NEGATIVE COVENANTS 15 6A. Merger, Consolidation, Etc 15 6B. Liens 15 6C. Asset Dispositions 16 6D. Subsidiary Debt 18 6E. Financial Covenants 18 6E(1). Consolidated Cash Flow/Fixed Charges Ratio 18 6E(2). Consolidated Funded Indebtedness/Cash Flow Ratio 18 6F. Terrorism Sanctions Regulations 18 6G. Most Favored Lender Status 18 7. EVENTS OF DEFAULT 19 7A. Acceleration 19 7B. Rescission of Acceleration 22 7C. Notice of Acceleration or Rescission 22 7D. Other Remedies 22 8. REPRESENTATIONS, COVENANTS AND WARRANTIES 23 8A. Organization; Corporate Power; Due Authorization 23 8B. Enforceability 23 8C. Financial Statements 24 8D. No Material Adverse Change 24 8E. Actions Pending 24 8F. Margin Stock 24 8G. Investment Company Status 24 8H. No Untrue Statement of Material Fact 25 8I. Annual Reports 25 8J. Compliance with Laws 25 8K. Taxes 25 8L. Material Subsidiaries 26 8M. Offering of Notes 26 8N. Foreign Assets Control Regulations, Etc 26 8O. Rule 144A 28 9. REPRESENTATIONS OF THE PURCHASERS 28 9A. Nature of Purchase 28 9B. Source of Funds 28 9C. Independent Investigation 30 10. DEFINITIONS; ACCOUNTING MATTERS 30 10A. Yield-Maintenance Terms 30 10B. Other Terms 31 10C. Accounting Principles, Terms...
Purchase and Sale of Shelf Notes. 2A(1). Facility. Prudential is willing to consider, in its sole discretion and within limits which may be authorized for purchase by Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of Prudential to consider such purchase of Shelf Notes is herein called the “Facility”. At any time, the “
Purchase and Sale of Shelf Notes. Section 1.3(a).
Purchase and Sale of Shelf Notes. 2 2A. Facility.............................................2 2B.
Purchase and Sale of Shelf Notes
