Senior Exchange Notes Sample Clauses

Senior Exchange Notes. (a) The Borrower shall, as promptly as practicable after being requested to do so by the Lenders at any time on or after the Extension Date, (i) select a bank or trust company reasonably acceptable to the Lenders to act as Exchange Notes Trustee, (ii) enter into the Exchange Notes Indenture and (iii) cause counsel to the Borrower to deliver to the Administrative Agent an executed legal opinion in form and substance customary for a transaction of that type to be mutually agreed upon by the Borrower and the Administrative Agent (including, without limitation, with respect to due authorization, execution and delivery, validity, and enforceability of the Senior Exchange Notes Indenture); it being understood and agreed that the taking of the acts set forth in clauses (i) through (iii) above in connection with an offering of Securities or Demand Securities (each as defined in the Fee Letter) pursuant to a "Securities Demand" in the Fee Letter shall, to the extent applicable, satisfy the obligations of the Borrower under this Section 6.18(a).
Sample 1
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Senior Exchange Notes. (1) On the Interim Bridge Loan Maturity Date and on the 15th calendar day of each month thereafter (or the immediately succeeding Business Day if such calendar day is not a Business Day), at the option of any Lender of an Extended Term Loan, the Extended Term Loan of such Lender may be exchanged by such Lender in whole or in part for Senior Exchange Notes having an aggregate principal amount equal to the outstanding principal amount of such Extended Term Loans. In connection with any such exchange, the applicable Lender will not, at the time of such exchange or the next Interest Payment Date, be entitled to receive accrued and unpaid interest on such Lender’s Extended Term Loans being exchanged for Senior Exchange Notes on such date; provided that the Senior Exchange Notes issued to such Lender shall accrue interest from the most recent Interest Payment Date prior to such exchange (even if such date is prior to the first issuance of Senior Exchange Notes). The terms of the Senior Exchange Notes will be set forth in the Senior Exchange Notes Indenture, and the Senior Exchange Notes shall rank pari passu in right of payment with the Extended Term Loans and any other Senior Indebtedness of the Borrower.
Sample 1
Senior Exchange Notes. (a) (i) At any time or from time to time on or after the Conversion Date, the Loans of any Lender may be exchanged by such Lender in whole or in part for Senior Exchange Notes having an aggregate principal amount equal to the outstanding principal amount of such Loans (which outstanding principal amount shall include any PIK Interest added thereto in accordance with Section 2.08(d)). In connection with any such exchange, the applicable Lender will not, at the time of such exchange or the next Interest Payment Date, be entitled to receive accrued and unpaid interest on such Lender’s Loans being exchanged for Senior Exchange Notes on such date; provided that the Senior Exchange Notes issued to such Lender shall accrue interest from the most recent Interest Payment Date prior to such exchange (even if such date is prior to the first issuance of Senior Exchange Notes). The terms of the Senior Exchange Notes will be set forth in the Senior Exchange Notes Indenture, and the Senior Exchange Notes shall rank pari passu in right of payment with the Loans and any other unsubordinated Indebtedness of the Borrower.
Sample 1
Senior Exchange Notes. (a) (i) At any time or from time to time on or after the Conversion Date, the Loans of any Lender may be exchanged by such Lender in whole or in part for Senior Exchange Notes having an aggregate principal amount equal to the outstanding principal amount of such Loans. In connection with any such exchange, the applicable Lender will not, at the time of such exchange or the next Interest Payment Date, be entitled to receive accrued and unpaid interest on such Lender’s Loans being exchanged for Senior Exchange Notes on such date; provided that the Senior Exchange Notes issued to such Lender shall accrue interest from the most recent Interest Payment Date prior to such exchange (even if such date is prior to the first issuance of Senior Exchange Notes). The terms of the Senior Exchange Notes will be set forth in the Senior Exchange Notes Indenture, and the Senior Exchange Notes shall rank pari passu in right of payment with the Loans and any other unsubordinated Indebtedness of the Borrower.
Sample 1
Senior Exchange Notes. Subject to satisfaction of the provisions of this Section 6.17, on and after the Senior Conversion Date, each Lender will have the option to notify the Agent in writing, by delivery of an exchange notice (an “Exchange Request”), of its request for exchange Senior Exchange Notes in exchange for its Rollover Loan. Each Lender’s Exchange Request shall, among other things, (A) indicate the aggregate principal amount of its Senior Unsecured Term Loans that such Lender desires to exchange for Senior Exchange Notes pursuant to this Section 6.17, which shall be in denominations of $2,000 and integral multiples of $1,000 in excess thereof, and (B) include a representation and warranty by the applicable Lender, or any other Person designated by such Lender to take possession of the Senior Exchange Notes, to the Borrower that (I) it is a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities Act), (II) that it is not a U.S. Person and is acquiring the Exchange Notes in an offshore transaction in compliance with Rule 904 under the Securities Act or (III) that it is an institutional “accredited investor”(as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933) that has furnished to the Senior Exchange Notes Trustee a signed letter containing certain representations and agreements. Notwithstanding the foregoing, such Lender’s Senior Unsecured Term Loan shall only be exchanged for Senior Exchange Notes hereunder upon the occurrence of an Exchange Trigger Event, notice of which shall be provided to the Borrower and each such Lender that has delivered an Exchange Request that has given rise to such Exchange Trigger Event by the Agent. Thereafter, the Borrower shall set a date (the “Exchange Date”) for the exchange of Senior Unsecured Term Loans for Senior Exchange Notes, which date shall be (a) no less than five Business Days after such Exchange Trigger Event and (b) the next day which is the 6th day of any calendar month (or if such date is not a Business Day, the next Business Day) following the Exchange Trigger Event (provided that such date shall also comply with the immediately preceding clause (a)). On such Exchange Date, the Borrower shall (A) (i) deliver a notice to the Trustee directing the Trustee to authenticate and deliver to each Lender that elects to exchange a Senior Unsecured Term Loan on such Exchange Date, a Senior Exchange Note in the principal amount equal to 100% of the principal amount of such Senior Unsec...
Sample 1

Related to Senior Exchange Notes

  • Exchange Notes The 6.500% Notes due 2029 of the same series under the Indenture as the Notes, to be issued to Holders in exchange for Registrable Notes pursuant to this Agreement.

  • The Exchange Securities On the Closing Date, the Exchange Securities (including the related guarantees) will have been duly authorized by the Company and each of the Guarantors and, when duly executed, authenticated, issued and delivered as contemplated by the Registration Rights Agreement, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Company, as issuer, and each of the Guarantors, as guarantor, enforceable against the Company and each of the Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

  • New Notes For so long as a Note is not included in a Securitization, the Holder of such Note (the “Resizing Holder”) shall have the right, subject to the terms of the Mortgage Loan Documents, to cause the Borrower to execute amended and restated notes (“Amended Notes”) or additional notes (“New Notes”) reallocating the principal of the Note or Notes that it owns (but in no case any Note that it does not then own) among Amended Notes and New Notes or severing a Note into one or more further “component” notes in the aggregate principal amount equal to the then outstanding principal balance of the Note or Notes being amended or created, provided that (i) the aggregate principal balance of the Amended Notes and New Notes following such amendments is no greater than the principal balance of the Amended Notes and New Notes prior to such amendments, (ii) all New Notes continue to have the same interest rate as the Amended Note of which it was a part prior to such amendments, (iii) all New Notes pay pro rata and on a pari passu basis with the Amended Notes and such reallocated or component notes shall be automatically subject to the terms of this Agreement and (iv) the Resizing Holder holding the New Notes shall notify each other Holder, as applicable, and, if any other Note has been included in a securitization, the parties under each applicable PSA, in writing (which may be by email) of such modified allocations and principal amounts. In connection with the foregoing, (1) the Master Servicer is hereby authorized to execute amendments to the Loan Agreement and this Agreement (or to amend and restate the Loan Agreement and this Agreement) on behalf of any or all of the Holders for the purpose of reflecting such reallocation of principal or such severing of a Note, (2) if a Note is severed into “component” notes, such component notes shall each have their same rights as the respective original Note, (3) the definition of the term “Securitization” and all of the related defined terms may be amended (and new terms added, as necessary) to reflect the New Notes and (4) if Note A-1 is severed into “component” notes, another note (or one of the New Notes) may be substituted for Note A-1 in the definition of “Designated Holder” and “Directing Holder” and the definitions of “Lead Note” and “Lead Securitization” and “Non-Directing Holder” will be revised accordingly. Neither Rating Agency Confirmation nor approval of the Directing Holder shall be required for any amendments to this Agreement required to facilitate the terms of this Section 18(a). The Resizing Holder whose Note is being reallocated or split pursuant to this Section 18(a) shall reimburse the other Holders for all costs and expenses incurred by the other Holders in connection with the reallocation or split.

  • Subordinated Notes The Subordinated Notes have been duly authorized by the Company and when executed by the Company and issued, delivered to and paid for by the Purchasers in accordance with the terms of the Agreement, will have been duly executed, authenticated, issued and delivered, and will constitute legal, valid and binding obligations of the Company and enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.

  • Convertible Notes The Convertible Notes are subject to different conversion calculations depending on the event triggering conversion as described in the Notes (e.g., an IPO or other liquidity event). For illustration purposes, assuming the optional conversion right is exercised today, based on the current capitalization and the $50,000,000 assumed valuation specified for an optional conversion in the Notes, there would be 4,705,224 additional shares issued; provided however, that each holder of Notes is subject to a maximum 9.99% ownership of the shares of capital stock of the Company at any one time. This illustration calculation does not account for the 6% interest component.

  • Restricted Notes (i) Every Note (and any security issued in exchange therefor or substitution thereof) that bears, or that is required under this Section 2.07 to bear, the Restricted Notes Legend will be deemed to be a “Restricted Note.” Each Restricted Note will be subject to the restrictions on transfer set forth in this Indenture (including in the Restricted Notes Legend) and will bear the restricted CUSIP number for the Notes unless the Company notifies the Trustee in writing that such restrictions on transfer are eliminated or otherwise waived by written consent of the Company (including, without limitation, by the Company’s delivery of the Free Transferability Certificate as provided herein), and each Holder of a Restricted Note, by such Holder’s acceptance of such Restricted Note, will be deemed to be bound by the restrictions on transfer applicable to such Restricted Note.

  • Exchange Securities The 9.50% Senior Notes due 2020, of the same series under the Indenture as the Initial Notes and the Guarantees attached thereto, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement.

  • Initial Notes On the Issue Date, there will be originally issued four hundred million dollars ($400,000,000) aggregate principal amount of Notes, subject to the provisions of this Indenture (including Section 2.02). Notes issued pursuant to this Section 2.03(A), and any Notes issued in exchange therefor or in substitution thereof, are referred to in this Indenture as the “Initial Notes.”

  • Senior Notes Notwithstanding the foregoing, the following additional provisions shall apply to Senior Notes:

  • Existing Notes The term “

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