The Structured Notes Sample Clauses

The Structured Notes. (a) The Borrower shall deliver to the Deal Agent, on behalf of the Lenders, at the applicable address set forth on the signature pages of this Agreement, a duly executed structured note, in the form of Exhibit B-2 (the “VFCC Structured Note”), dated as of the date of this Agreement, in a face amount equal to the $225,000,000, and otherwise duly completed in the case of VFCC Advances and a duly executed structured note, in the form of Exhibit B-1 (the “FUNB Structured Note”) dated as of the date of this Agreement, in a face amount equal to the $30,000,000, and otherwise duly completed in the case of FUNB Advances (the VFCC Structured Note together with the FUNB Structured Note, the “Notes”); provided, however, that notwithstanding anything to the contrary contained herein or in any other Transaction Document, the indebtedness of the Borrower evidenced by the Notes shall not in the aggregate exceed the Facility Amount. The Notes are intended to be “securities” and shall evidence the amount owed by the Borrower to the Lenders hereunder.
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The Structured Notes. (a) On the terms and conditions hereinafter set forth, on the Closing Date, the Borrower shall deliver to each Lender Agent, the Swingline Lender and the Alternative Currency Swingline Lender, as applicable, at the applicable address set forth on Annex A to this Agreement, with respect to Advances in Dollars, a duly executed structured note in substantially the form of Exhibit B-1-a and, with respect to Advances in an Alternative Currency, a duly executed structured note in substantially the form of Exhibit B-1-b, (each a “Structured Note”), Exhibit B-2 (the “Swingline Note”) and Exhibit B-3 (the “Alternative Currency Swingline Note”, and together with the Structured Notes and the Swingline Note, the “Notes”), as applicable, dated as of the date of this Agreement, each in a face amount equal to the applicable Lender’s Commitment, Swingline Commitment or Alternative Currency Swingline Amount as of the Closing Date and otherwise duly completed. Each Note evidences, and at all times on and after the date hereof shall continue to evidence each Lender’s ratable share of the security interest in the Collateral granted pursuant to Section 8.1 (and the Borrower hereby expressly affirms its prior grant of a security interest in the “Collateral” under the Existing Loan Funding and Servicing Agreement). Interest shall accrue, and each Note shall be payable, as described herein.
Sample 1
The Structured Notes. (a) On the terms and conditions hereinafter set forth, on the Closing Date, the Borrower shall deliver to each Lender Agent and the Swingline Lender, as applicable, at the applicable address set forth on Annex A to this Agreement, a duly executed structured note in substantially the form of Exhibit B-1 (each a “Structured Note”) and Exhibit B-2 (the “Swingline Note”, and together with the Structured Notes, the “Notes”), as applicable, dated as of the date of this Agreement, each in a face amount equal to the applicable Lender’s Commitment as of the Closing Date and otherwise duly completed. Each Note evidences, and at all times on and after the date hereof shall continue to evidence each Lender’s ratable share of the security interest in the Collateral granted pursuant to Section 8.1 (and the Borrower hereby expressly affirms its prior grant of a security interest in the “Collateral” under the Original Loan Funding and Servicing Agreement). Interest shall accrue, and each Note shall be payable, as described herein.
Sample 1
The Structured Notes. (a) On the terms and conditions hereinafter set forth, on the Closing Date, the Borrower shall deliver to each of the Deal Agent and the Swingline Lender, as applicable, at the applicable address set forth on the signature pages of this Agreement, a duly executed structured note (each a “Structured Note” and collectively, the “Notes”), in substantially the form of Exhibits B-1 and B-2, dated as of the date of this Agreement, and otherwise duly completed. The Structured Note issued to (i) VFCC (the “VFCC Note”) shall be in the name of “Wachovia Securities, LLC, as the Deal Agent” and shall be in the face amount equal to $225,000,000, and (ii) the Swingline Lender (the “Swingline Note”), shall be in the name of “Wachovia Bank, National Association, as the Swingline Lender” and be in the face amount equal to $30,000,000.
Sample 1

Related to The Structured Notes

  • Sale of Notes and Securitization Borrower acknowledges and agrees that the Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein, or consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). At the request of Lender, and to the extent not already required to be provided by Borrower under this Agreement, Borrower shall use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or the Rating Agencies in connection with any such Securitization including, without limitation, to:

  • Optional Purchase of All Receivables (a) If, as of the last day of any Collection Period, the Pool Balance shall be less than or equal to 10% of the Pool Balance as of the Cutoff Date, the Servicer shall have the option to purchase on the following Distribution Date the Owner Trust Estate, other than the Collection Account, the Note Payment Account, the Certificate Payment Account and the Reserve Account. To exercise such option, the Servicer shall notify the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies no later than ten (10) days prior to the Distribution Date on which such repurchase is to be effected and shall deposit into the Collection Account on the Business Day preceding such Distribution Date an amount equal to the aggregate Purchase Amount for the Receivables, plus the appraised value of any other Trust Property, if necessary, other than the Collection Account, the Note Payment Account, the Certificate Payment Account or the Reserve Account, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Owner Trustee and the Indenture Trustee; provided, however, that the Servicer shall not be permitted to exercise such option unless the amount to be deposited in the Collection Account plus Available Funds for such Distribution Date pursuant to this Section (a) is at least equal to the sum of all amounts due to the Servicer under this Agreement plus the Note Balance plus all accrued but unpaid interest (including any overdue interest) on the Notes plus all amounts due to the Servicer for any outstanding and unreimbursed Simple Interest Advances and any outstanding and unreimbursed Unreimbursed Servicer Advances. Upon such payment, the Servicer shall succeed to and own all interests in and to the Trust. The aggregate Purchase Amount for such Distribution Date, shall be used to make payments in full to the Noteholders in the manner set forth in Article IV.

  • Purchase of Notes By Principal Life Principal Life may purchase some or all of the Notes in the open market or otherwise at any time, and from time to time. Simultaneously, upon such purchase, (1) the purchased Notes shall, by their terms become mandatorily redeemable by the Trust as specified in the related Pricing Supplement, Prospectus Supplement and/or Prospectus and (2) the Fund under this Agreement shall be permanently reduced by the same percentage as the principal amount of the Notes so redeemed bears to the sum of (i) the aggregate principal amount of all Notes issued and outstanding immediately prior to such redemption and (ii) the principal amount of the Trust Beneficial Interest related to such Notes. If Principal Life, in its sole discretion, engages in such open market or other purchases, then the Trust, the Indenture Trustee in respect of such Notes, and Principal Life shall take actions (including, in the case of Principal Life, making the payment(s) necessary to effect the Trust’s redemption of such Notes) as may be necessary or desirable to effect the cancellation of such Notes by the Trust.

  • Offers, Sales and Resales of Notes 1.1 While (i) the Issuer has and shall have no obligation to sell the Notes to the Dealer or to permit the Dealer to arrange any sale of the Notes for the account of the Issuer, and (ii) the Dealer has and shall have no obligation to purchase the Notes from the Issuer or to arrange any sale of the Notes for the account of the Issuer, the parties hereto agree that in any case where the Dealer purchases Notes from the Issuer, or arranges for the sale of Notes by the Issuer, such Notes will be purchased or sold by the Dealer in reliance on the representations, warranties, covenants and agreements of the Issuer contained herein or made pursuant hereto and on the terms and conditions and in the manner provided herein.

  • Optional Purchase of All Trust Student Loans The Administrator shall notify the Servicer, the Depositor, the Issuer and the Indenture Trustee in writing, within 15 days after the last day of any Collection Period as of which the then outstanding Pool Balance is 12% or less of the Initial Pool Balance. The Indenture Trustee shall promptly forward a copy of such notice to each Noteholder of record. As of the last day of any Collection Period immediately preceding a Distribution Date as of which the then outstanding Pool Balance is 10% or less of the Initial Pool Balance, the Eligible Lender Trustee on behalf and at the direction of the Servicer, or any other “eligible lender” (within the meaning of the Higher Education Act) designated by the Servicer in writing to the Eligible Lender Trustee and the Indenture Trustee, shall have the option to purchase the Trust Estate, other than the Trust Accounts. To exercise such option, the Servicer shall deposit, pursuant to Section 2.6 above in the Collection Account an amount equal to the aggregate Purchase Amount for the Trust Student Loans plus an amount equal to all net forfeited Interest Subsidy Payments and Special Allowance Payments with respect to the Trust Student Loans (to the extent not included in the calculation of the Purchase Amount) and the related rights with respect thereto, plus the appraised value of any such other property held by the Trust other than the Trust Accounts, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Eligible Lender Trustee and the Indenture Trustee, and shall succeed to all interests in and to the Trust; provided, however, that the Servicer may not effect such purchase if such aggregate Purchase Amounts do not equal or exceed the Minimum Purchase Amount plus any Carryover Servicing Fees. In the event the Servicer fails to notify the Eligible Lender Trustee and the Indenture Trustee in writing prior to the acceptance by the Indenture Trustee of a bid to purchase the Trust Estate pursuant to Section 4.4 of the Indenture that the Servicer intends to exercise its option to purchase the Trust Estate, the Servicer shall be deemed to have waived its option to purchase the Trust Estate as long as the Servicer has received five Business Days’ notice from the Indenture Trustee as provided in Section 4.4 of the Indenture.

  • Use of Proceeds; Margin Securities Neither the Borrower nor any Subsidiary is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulations T, U, or X of the Board of Governors of the Federal Reserve System), and no part of the proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying margin stock.

  • Rating of Notes The Depositor shall take all reasonable action necessary to enable each Rating Agency to provide the Notes with the ratings indicated in the Ratings Free Writing Prospectus from the nationally recognized statistical rating organizations named therein.

  • Purchase of Notes and Warrants On the Closing Date, the Subscriber will purchase the Notes and Warrants as principal for its own account for investment only and not with a view toward, or for resale in connection with, the public sale or any distribution thereof.

  • Receivables Purchase Agreement The Transferor, in its capacity as purchaser of Receivables from the RPA Seller under the Receivables Purchase Agreement, shall enforce the covenants and agreements of the RPA Seller as set forth in the Receivables Purchase Agreement, including its agreement to designate Additional Accounts as and when required in order for the Transferor to fulfill its undertakings in Section 2.06. The Transferor shall not amend, waive or otherwise modify the Receivables Purchase Agreement except in accordance with its terms.

  • Note Purchase Agreement The conditions precedent to the obligations of the Applicable Pass Through Trustees and the other requirements relating to the Aircraft and the Equipment Notes set forth in the Note Purchase Agreement shall have been satisfied.

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