RECITALS OF THE ISSUER. The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the “Securities”), to be issued in one or more series as set forth in this Indenture. All things necessary to make this Indenture a valid agreement of the Issuer, in accordance with its terms, have been done.
RECITALS OF THE ISSUER. The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of its notes to be issued in one or more fully registered or bearer series or classes. All things necessary to make this Indenture a valid agreement of the Issuer, in accordance with its terms, have been done.
RECITALS OF THE ISSUER. The Issuer has duly authorized the execution and delivery of this Indenture and the creation and issuance of the Securitization Bonds issuable hereunder, which will be of substantially the tenor set forth herein and in the Series Supplement. The Securitization Bonds shall be non-recourse obligations and shall be secured by and payable solely out of the proceeds of the Securitization Property and the other Securitization Bond Collateral as provided herein. If and to the extent that such proceeds of the Securitization Property and the other Securitization Bond Collateral are insufficient to pay all amounts owing with respect to the Securitization Bonds, then, except as otherwise expressly provided hereunder, the Holders shall have no Claim in respect of such insufficiency against the Issuer or the Indenture Trustee, and the Holders, by their acceptance of the Securitization Bonds, waive any such Claim. All things necessary to (a) make the Securitization Bonds, when executed by the Issuer and authenticated and delivered by the Indenture Trustee hereunder and duly issued by the Issuer, valid obligations, and (b) make this Indenture a valid agreement of the Issuer, in each case, in accordance with their respective terms, have been done.
RECITALS OF THE ISSUER. The Issuer has duly authorized the execution and delivery of this Indenture and the creation and issuance of Storm Recovery Bonds issuable hereunder, which will be of substantially the tenor set forth in the Series Supplement to this Indenture duly executed and delivered by the Issuer and the Indenture Trustee. Storm Recovery Bonds shall be non-recourse obligations and shall be secured by and payable solely out of the proceeds of the Storm Recovery Property and the other Storm Recovery Collateral as provided herein. If and to the extent that such proceeds of the Storm Recovery Property and the other Storm Recovery Collateral are insufficient to pay all amounts owing with respect to the Storm Recovery Bonds, then, except as otherwise expressly provided hereunder, the Holders shall have no Claim in respect of such insufficiency against the Issuer or the Indenture Trustee, and the Holders, by their acceptance of the Storm Recovery Bonds, waive any such Claim. All things necessary to (a) make the Storm Recovery Bonds, when executed by the Issuer and authenticated and delivered by the Indenture Trustee hereunder and duly issued by the Issuer, valid obligations, and (b) make this Indenture a valid agreement of the Issuer, in each case, in accordance with their respective terms, have been done.
RECITALS OF THE ISSUER. The Issuer has duly authorized the creation of an issue of 6.000% Senior Notes Due 2027 (the “Initial Notes”), issued on the date hereof and to provide therefor the Issuer has duly authorized the execution and delivery of this Indenture. All things necessary have been done to make the Notes (as defined below), when executed by the Issuer and authenticated and delivered hereunder and duly issued by the Issuer, the valid and legally binding obligations of the Issuer and to make this Indenture a valid and legally binding agreement of the Issuer, in accordance with their and its terms. Each of the parties hereto is entering into this Indenture for the benefit of the other parties and for the equal and ratable benefit of the Holders (as defined below) of (i) the Issuer’s Initial Notes and (ii) any Additional Notes (as defined below) that may be issued from time to time under this Indenture.
RECITALS OF THE ISSUER. The Issuer has duly authorized the execution and delivery of this Indenture and the creation and issuance of the Transition Bonds issuable hereunder, which will be of substantially the tenor set forth herein and in the Series Supplement. The Transition Bonds shall be non-recourse obligations and shall be secured by and payable solely out of the proceeds of the Transition Property and the other Transition Bond Collateral. If and to the extent that such proceeds of Transition Property and the other Transition Bond Collateral are insufficient to pay all amounts owing with respect to the Transition Bonds, then, except as otherwise expressly provided hereunder, the Holders shall have no Claim in respect of such insufficiency against the Issuer or the Indenture Trustee, and the Holders, by their acceptance of the Transition Bonds, waive any such Claim. All things necessary to (a) make the Transition Bonds, when executed by the Issuer and authenticated and delivered by the Indenture Trustee hereunder and duly issued by the Issuer, valid obligations, and (b) make this Indenture a valid agreement of the Issuer, in each case, in accordance with their respective terms, have been done.
RECITALS OF THE ISSUER. The Issuer is authorized to borrow money for its corporate purposes and to issue debentures, notes or other evidences of indebtedness therefor; and for its corporate purposes, the Issuer has determined to make and issue its debentures, notes or other evidences of indebtedness to be issued in one or more series (the "Securities"), as hereinafter provided, up to such principal amount or amounts as may from time to time be authorized by or pursuant to the authority granted in one or more resolutions of the Board of Directors. The Issuer, the Trustee and the Delaware corporation formerly known as ITT Corporation, as guarantor of the obligations of the Issuer (the "Guarantor"), are parties to an Indenture dated as of November 15, 1995 (the "Original Indenture") relating to the issuance from time to time by the Issuer of its Securities on terms to be specified at the time of issuance. The Original Indenture provided in Section 14.2 that upon the Completion of the Distribution, as defined in Section 1.1 thereof, and the delivery by the Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel as to the Completion of the Distribution, the Guarantor would become released and relieved from all of its obligations under the Original Indenture and all provisions of the Original Indenture referring or relating to the Guarantor, its guarantee and its obligations under the Original Indenture would be of no further force or effect, and, upon request of the Guarantor, the Trustee would execute and deliver to the Guarantor a satisfaction and discharge with respect to its obligations under the Original Indenture, together with any other documents reasonably required to evidence the release of the Guarantor from said obligations (collectively, the "Release Documents"). The Completion of the Distribution has occurred, the Issuer has delivered to the Trustee the required Officers' Certificate and Opinion of Counsel and the Trustee has executed and delivered to the Guarantor the Release Documents.
RECITALS OF THE ISSUER. The Issuer has duly authorized the creation of an issue of 9.25% Senior Notes Due 2014 (the “Initial Securities”) and, if and when issued pursuant to a Registered Exchange Offer or Private Exchange Offer pursuant to a Registration Agreement for the Initial Securities, 9.25% Senior Notes Due 2014 (the “Exchange Securities” and, together with the Initial Securities, the “Securities”), of substantially the tenor and amount hereinafter set forth, and to provide therefor the Issuer and Parent have duly authorized the execution and delivery of this Indenture. All things necessary have been done to make the Securities, when executed by the Issuer and authenticated and delivered hereunder and duly issued by the Issuer, the valid and legally binding obligations of the Issuer and to make this Indenture a valid and legally binding agreement of each of Parent, the Issuer and the Trustee, in accordance with their and its terms. Simultaneously with the closing of the offering of the Initial Securities, the Issuer will lend the net proceeds of the issuance of the Securities and certain cash on hand to Level 3 LLC in return for the Offering Proceeds Note. Currently, Level 3 LLC is the obligor on the Parent Intercompany Note. Pursuant to the Parent Intercompany Note Subordination Agreement, Level 3 LLC’s obligations under the Parent Intercompany Note will be subordinated to its obligations under the Offering Proceeds Note upon the limited circumstances set forth therein. As set forth herein, under certain circumstances, Restricted Subsidiaries will be required to enter into a Note Guarantee and an Offering Proceeds Note Guarantee and subordinate certain intercompany obligations to their obligations under such guarantee pursuant to the Parent Intercompany Note Subordination Agreement. On December 1, 2004, Parent, as guarantor, the Issuer, as borrower, Xxxxxxx Xxxxx Capital Corporation, as administrative agent and collateral agent, and certain lenders entered into a credit agreement pursuant to which the lenders extended a $730.0 senior secured term loan to the Issuer. The Issuer lent the proceeds of the term loan to Level 3 LLC in return for the Loan Proceeds Note. On June 27, 2006, Parent, the Issuer, Xxxxxxx Xxxxx Capital Corporation, as administrative agent and collateral agent, and certain lenders, through an assignment and amendment agreement, amended and restated the credit agreement. Pursuant to the Offering Proceeds Note Subordination Agreement, Level 3 LLC’s obliga...
RECITALS OF THE ISSUER. The Issuer entered into an Indenture, dated as of August 31, 2010 (the “Original Indenture”), among the Issuer, the Indenture Trustee, Ocwen Financial Corporation (“OFC”), as Administrator, OLS, as Servicer, and Barclays Bank PLC, as Administrative Agent. Under the Original Indenture, the Issuer issued its Series 2010-ADV1 Notes, comprised of term amortizing asset-backed Notes in four classes, and a Variable Funding Note in one Class, all collateralized by the Receivables under the initial Designated Servicing Agreements. On March 5, 2012, OLS sold the economics associated with the servicing rights under the initial Designated Servicing Agreements to HLSS, which is wholly owned by Home Loan Servicing Solutions, Ltd., an exempted company formed under the laws of the Cayman Islands. In addition, as of March 1, 2013 and March 29, 2013, under the Homeward Designated Servicing Agreements, Homeward agreed to sell the economics associated with its servicing rights and all Receivables to OLS, and hire OLS as a subservicer. It is expected that, following the sale of such economics to OLS, OLS, and not Homeward, shall generate all further Receivables with respect to such Homeward Designated Servicing Agreements. In the event that Homeward shall generate further Receivables with respect to such Homeward Designated Servicing Agreements, such Receivables will not be eligible for sale under the Transaction Documents barring an amendment thereto. In addition, on or after March 5, 2012, subject to the terms and provisions of the Transaction Documents, OLS and/or Homeward and/or any other OFC-Owned Servicer may sell the economics and/or Receivables to HLSS or OLS and hire OLS as a subservicer, as applicable, with respect to further Designated Servicing Agreements. When all required consents and ratings agency letters required for a formal change of the named servicer under a Designated Servicing Agreement from OLS, Homeward or any OFC-Owned Servicer to HLSS shall have been obtained, and certified to by HLSS as set forth herein, OLS, Homeward or such other OFC-Owned Servicer, as applicable, shall sell to HLSS all of the servicing rights and obligations under such Designated Servicing Agreement (the “MSR Transfer Date”) pursuant to the Master Servicing Rights Purchase Agreement, dated as of February 10, 2012, and related Sale Supplements, dated as of February 10, 2012, May 1, 2012, August 1, 2012, September 13, 2012, March 13, 2013, May 21, 2013 and July 1, 2013, by and betw...
RECITALS OF THE ISSUER. The Issuer has duly authorized the creation of an issue of 8.875% Senior Notes due 2024 issued on the date hereof (the “Initial Notes”) and to provide therefor the Issuer has duly authorized the execution and delivery of this Indenture. All things necessary have been done to make the Initial Notes, when executed by the Issuer and authenticated and delivered hereunder and duly issued by the Issuer, the valid and legally binding obligations of the Issuer and to make this Indenture a valid and legally binding agreement of the Issuer and the Guarantors, in accordance with their and its terms. Each of the parties hereto is entering into this Indenture for the benefit of the other parties and for the equal and ratable benefit of the Holders (as defined below) of (i) the Issuer’s Initial Notes and (ii) any Additional Notes (as defined herein) that may be issued from time to time under this Indenture.
