The Senior Notes. Section 2.01.
The Senior Notes. The Company agrees to issue and sell to the several Underwriters, severally and not jointly, all of the Senior Notes upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the aggregate principal amount of Senior Notes set forth opposite their names on Schedule A, plus any additional principal amount of Senior Notes which such Underwriter may become obligated to purchase pursuant to Section 9 hereof, at a purchase price of 99.038% of the principal amount of the Senior Notes, payable on the Closing Date.
The Senior Notes. 21 Section 2.1. Dating; Incorporation of Form in Indenture.................................................21 Section 2.2. Execution and Authentication...............................................................21 Section 2.3. Agents.....................................................................................22 Section 2.4. Paying Agent to Hold Money in Trust........................................................22 Section 2.5. Noteholder Lists...........................................................................22 Section 2.6. Transfer and Exchange......................................................................23 Section 2.7. Replacement Senior Notes...................................................................23 Section 2.8. Outstanding Senior Notes...................................................................24 Section 2.9. Temporary Senior Notes.....................................................................24 Section 2.10. Cancellation...............................................................................24 Section 2.11. Defaulted Interest.........................................................................25 Section 2.12. Deposit of Moneys..........................................................................25 Section 2.13. CUSIP Number...............................................................................25 Section 2.14. Payments to Holders........................................................................25 Section 2.15. Book-Entry Provisions for Global Notes.....................................................26 Section 2.16. Record Date................................................................................27
The Senior Notes. Collateral Agent agrees to not release any Senior Notes Pledged Collateral except pursuant to a Release Certificate and, if applicable, an accompanying Acknowledgment of Price Note Collateral Agent, as provided for by Section 4 of the Senior Notes Pledge Agreement.
The Senior Notes. 33 Section 3.1
The Senior Notes. Notwithstanding anything in this Agreement to the contrary, (i) none of the Indebtedness described in §8.1(g) above shall have any of the Eligible Real Estate Assets or any interest therein or any direct or indirect ownership interest in any Pool Owner as collateral, a borrowing base, asset pool or any similar form of credit support for such Indebtedness (provided that the foregoing shall not preclude Subsidiaries of the Parent Borrower (other than a Pool Owner) from incurring Indebtedness subject to the terms of this §8.1 or recourse to the general credit of Parent Borrower) and (ii) none of the Pool Owners, Parent Borrower nor REIT shall create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness (including, without limitation, pursuant to any conditional or limited guaranty or indemnity agreement creating liability with respect to usual and customary exclusions from the non-recourse limitations governing the Non-Recourse Indebtedness of any Person, or otherwise) other than Indebtedness described in §8.1(a)-(j) above.
The Senior Notes. (i) The Administrative Agent and the Lead Arranger shall have received or shall concurrently receive satisfactory evidence that the redemption price for all Senior Notes outstanding on the Initial Borrowing Date has been irrevocably deposited with the trustee for the Senior Notes and the Borrower shall have discharged its obligations under the related indenture (except for obligations that by the terms thereof survive) and all amounts otherwise due and payable thereunder shall have been paid in full and (ii) satisfactory arrangements shall have been made for the termination of all Liens granted in connection therewith.
The Senior Notes. Collateral Agent shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the voting and other rights that it is entitled to exercise pursuant to Sections 7(a) and 7(b) above.
The Senior Notes. The Administrative Agent and the Lead Arranger shall have received satisfactory evidence that the Borrower shall have issued on or prior to the Closing Date an irrevocable instruction to the trustee for the Senior Notes directing the trustee to issue an irrevocable notice to the holders of the Senior Notes redeeming the outstanding principal amount of such Senior Notes.
The Senior Notes. Section 201 Forms Generally. Each Senior Note and temporary or permanent global Senior Note issued under this Indenture will be in the form established by or in accordance with a Board Resolution and set forth in an Officers’ Certificate, or established in one or more indentures supplemental hereto, will have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or under this Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officer of the Company executing such Senior Note as evidenced by the execution of such Senior Note. The Senior Note will be issuable in registered form without coupons. Definitive Senior Notes may be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officer of the Company executing such Senior Notes, as evidenced by the execution of such Senior Notes. Section 202 Form of Trustee’s Certificate of Authentication. Subject to Section 512, the Trustee’s certificate of authentication will be in substantially the following form: This is one of the Senior Notes of the Series designated herein referred to in the within-mentioned Indenture. As Trustee By: As Authenticating Signatory Section 203 Senior Notes in Global Form. Unless otherwise provided in or under this Indenture or any Senior Notes, the Senior Notes will not be issuable in global form. If Senior Notes of a Series will be issuable in temporary or permanent global form, any such Senior Note may provide that it or any number of such Senior Notes will represent the aggregate amount of all Outstanding Senior Notes of such Series (or such lesser amount as is permitted by the terms thereof) from time to time set forth in such Senior Notes in global form, endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate amount of Outstanding Senior Notes represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Senior Note in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Senior Notes represented thereby will be made in such manner and by such Person o...
