TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the Notes designated above and referred to in the within-mentioned Indenture. Dated: ______________, 2024 CITIBANK, N.A., not in its individual capacity but solely as Indenture Trustee By: Name: Title: This Note is one of a duly authorized issue of Notes of the Issuing Entity, designated as its 5.519% Class A-1 Asset Backed Notes (herein called the “A-1 Notes” or the “Notes”), all issued under an Indenture dated as of May 1, 2024 (such Indenture, as supplemented or amended, is herein called the “Indenture”) between the Issuing Entity and Citibank, N.A., not in its individual capacity but solely as trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuing Entity, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are not otherwise defined herein and that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture. The Notes, the A-2 Notes, the A-3 Notes and the A-4 Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture. The Issuing Entity shall pay interest on overdue installments of interest at the A-1 Note Rate to the extent lawful. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in the Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against: (i) the Indenture Trustee or the Trustee in their individual capacities, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of: (a) the Indenture Trustee or the Trustee in their individual capacities, (b) any holder of a beneficial interest in the Issuing Entity, the Trustee or the Indenture Trustee or of (c) any successor or assign of the Indenture Trustee or the Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such partner, owner or beneficiary. It is the intent of the Seller, the Servicer, the Noteholders and the Note Owners that, for purposes of federal and State income tax and any other tax measured in whole or in part by income, the Notes qualify as debt. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat, and to take no action inconsistent with the treatment of, the Notes for such tax purposes as debt, except as may be required otherwise in the case of (a) the Depositor or any of its Affiliates (including, without limitation, the Issuing Entity, the Sponsor and the Originator) or (b) any Person in whose hands (or in the hands of any predecessor holder of that Note), pursuant to Treasury regulations promulgated Section 385 of the Code, the Notes would not be treated in their entirety as indebtedness for U.S. federal income tax purposes. Each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in an A-1 Note that fails to comply with the requirements of the preceding sentence. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will not at any time institute against the Seller or the Issuing Entity, or join in any institution against the Seller or the Issuing Entity of, any bankruptcy, reorganization or arrangement, insolvency or liquidation proceedings under any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents. Each Noteholder or Note Owner, by acceptance of a Note, or in the case of Note Owner, a beneficial interest in the Note, represents that either (a) it is not (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, (iii) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”), or (iv) a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the purchase and holding of the Note, or a beneficial interest therein, will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar applicable law. This Note and the Indenture shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither Citibank, N.A., in its individual capacity, any owner of a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees, successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Indenture Trustee for the sole purposes of binding the interests of the Indenture Trustee in the assets of the Issuing Entity. The Holder of this Note by the acceptance hereof, and each Note Owner by the acceptance of a beneficial interest herein, each agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder and Note Owner shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

Appears in 2 contracts

Samples: Indenture (CNH Equipment Trust 2024-B), Indenture (CNH Equipment Trust 2024-B)

TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the Notes designated above and referred to in the within-mentioned Indenture. Dated: ______________, 2024 CITIBANK, N.A., not in its individual capacity but solely as Indenture Trustee By: Name: Title: This Note is one of a duly authorized issue of ~~Notes of~~ the Issuing Entity, designated as its ~~5.519~~SOFR + 0.40% Class ~~A-1~~ A-2a Asset Backed Notes (herein called the “~~A-1~~ A-2b Notes” or the “Notes”), all issued under an Indenture dated as of May 1, 2024 (such Indenture, as supplemented or amended, is herein called the “Indenture”) between the Issuing Entity and Citibank, N.A., not in its individual capacity but solely as trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuing Entity, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are not otherwise defined herein and that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture. The Notes, the ~~A-2~~ A-1 Notes, the A-2a Notes, the A-3 Notes and the A-4 Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture. The Issuing Entity shall pay interest on overdue installments of interest at the ~~A-1~~ A-2b Note Rate to the extent lawful. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in the Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against: (i) the Indenture Trustee or the Trustee in their individual capacities, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of: (a) the Indenture Trustee or the Trustee in their individual capacities, (b) any holder of a beneficial interest in the Issuing Entity, the Trustee or the Indenture Trustee or of (c) any successor or assign of the Indenture Trustee or the Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such partner, owner or beneficiary. It is the intent of the Seller, the Servicer, the Noteholders and the Note Owners that, for purposes of federal and State income tax and any other tax measured in whole or in part by income, the Notes qualify as debt. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat, and to take no action inconsistent with the treatment of, the Notes for such tax purposes as debt, except as may be required otherwise in the case of (a) the Depositor or any of its Affiliates (including, without limitation, the Issuing Entity, the Sponsor and the Originator) or (b) any Person in whose hands (or in the hands of any predecessor holder of that Note), pursuant to Treasury regulations promulgated Section 385 of the Code, the Notes would not be treated in their entirety as indebtedness for U.S. federal income tax purposes. Each Noteholder or holder of an interest in an ~~A-1~~ A-2b Note, by acceptance of such ~~A-1~~ A-2b Note or such interest therein, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an interest in an ~~A-1~~ A-2b Note, by acceptance of such ~~A-1~~ A-2b Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in an ~~A-1~~ A-2b Note that fails to comply with the requirements of the preceding sentence. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will not at any time institute against the Seller or the Issuing Entity, or join in any institution against the Seller or the Issuing Entity of, any bankruptcy, reorganization or arrangement, insolvency or liquidation proceedings under any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents. Each Noteholder or Note Owner, by acceptance of a Note, or in the case of Note Owner, a beneficial interest in the Note, represents that either (a) it is not (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, (iii) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”), or (iv) a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the purchase and holding of the Note, or a beneficial interest therein, will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar applicable law. This Note and the Indenture shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither Citibank, N.A., in its individual capacity, any owner of a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees, successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Indenture Trustee for the sole purposes of binding the interests of the Indenture Trustee in the assets of the Issuing Entity. The Holder of this Note by the acceptance hereof, and each Note Owner by the acceptance of a beneficial interest herein, each agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder and Note Owner shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

Appears in 2 contracts

Samples: Indenture (CNH Equipment Trust 2024-B), Indenture (CNH Equipment Trust 2024-B)

Appears in 2 contracts

Samples: Senior Note Agreement (Pepsico Inc), Senior Note Agreement (Pepsico Inc)

TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the Notes designated above and referred to in the within-mentioned Indenture. Dated: ______________, 2024 CITIBANK, N.A., not in its individual capacity but solely as Indenture Trustee By: Name: Title: This Note is one of a duly authorized issue of ~~Notes of~~ the Issuing Entity, designated as its ~~5.519~~SOFR + 0.42% Class ~~A-1~~ A-2b Asset Backed Notes (herein called the “~~A-1~~ A-2b Notes” or the “Notes”), all issued under an Indenture dated as of ~~May~~ September 1, 2024 (such Indenture, as supplemented or amended, is herein called the “Indenture”) between the Issuing Entity and Citibank, N.A., not in its individual capacity but solely as trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuing Entity, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are not otherwise defined herein and that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture. The Notes, the ~~A-2~~ A-1 Notes, the A-2a Notes, the A-3 Notes and the A-4 Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture. The Issuing Entity shall pay interest on overdue installments of interest at the ~~A-1~~ A-2b Note Rate to the extent lawful. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in the Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against: (i) the Indenture Trustee or the Trustee in their individual capacities, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of: (a) the Indenture Trustee or the Trustee in their individual capacities, (b) any holder of a beneficial interest in the Issuing Entity, the Trustee or the Indenture Trustee or of (c) any successor or assign of the Indenture Trustee or the Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such partner, owner or beneficiary. It is the intent of the Seller, the Servicer, the Noteholders and the Note Owners that, for purposes of federal and State income tax and any other tax measured in whole or in part by income, the Notes qualify as debt. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat, and to take no action inconsistent with the treatment of, the Notes for such tax purposes as debt, except as may be required otherwise in the case of (a) the Depositor or any of its Affiliates (including, without limitation, the Issuing Entity, the Sponsor and the Originator) or (b) any Person in whose hands (or in the hands of any predecessor holder of that Note), pursuant to Treasury regulations promulgated Section 385 of the Code, the Notes would not be treated in their entirety as indebtedness for U.S. federal income tax purposes. Each Noteholder or holder of an interest in an ~~A-1~~ A-2b Note, by acceptance of such ~~A-1~~ A-2b Note or such interest therein, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an interest in an ~~A-1~~ A-2b Note, by acceptance of such ~~A-1~~ A-2b Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in an ~~A-1~~ A-2b Note that fails to comply with the requirements of the preceding sentence. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will not at any time institute against the Seller or the Issuing Entity, or join in any institution against the Seller or the Issuing Entity of, any bankruptcy, reorganization or arrangement, insolvency or liquidation proceedings under any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents. Each Noteholder or Note Owner, by acceptance of a Note, or in the case of Note Owner, a beneficial interest in the Note, represents that either (a) it is not (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, (iii) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”), or (iv) a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the purchase and holding of the Note, or a beneficial interest therein, will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar applicable law. This Note and the Indenture shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither Citibank, N.A., in its individual capacity, any owner of a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees, successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Indenture Trustee for the sole purposes of binding the interests of the Indenture Trustee in the assets of the Issuing Entity. The Holder of this Note by the acceptance hereof, and each Note Owner by the acceptance of a beneficial interest herein, each agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder and Note Owner shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

Appears in 2 contracts

Samples: Indenture (CNH Equipment Trust 2024-C), Indenture (CNH Equipment Trust 2024-C)

TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the Notes of the series designated ~~above and~~ therein referred to in the within-mentioned Indenture. Dated: By: ______________~~, 2024 CITIBANK, N.A., not in its individual capacity but solely as Indenture Trustee By: Name: Title:~~ __________________ Authorized Signatory This ~~Note~~ Security is one of a duly authorized issue of ~~Notes~~ securities of the ~~Issuing Entity, designated as its 5.519% Class A-1 Asset Backed Notes~~ Company (herein called ~~the “A-1 Notes” or~~ the “Notes”), ~~all~~ issued and to be issued in one or more series under an ~~Indenture~~ Indenture, dated as of ~~May 1~~February 4, ~~2024~~ 2014 (~~such Indenture, as supplemented or amended, is~~ herein called the “Base Indenture”) ), between the ~~Issuing Entity~~ Company and ~~Citibank~~U.S. Bank National Association, ~~N.A.~~as Trustee, ~~not in its individual capacity but solely as trustee (~~herein called the “~~Indenture~~ Trustee”, ” (which term includes any successor ~~Indenture Trustee~~ trustee under the ~~Indenture~~Indenture (as defined below)), to which Indenture (as defined below) and all indentures supplemental thereto reference is hereby made for a statement of the respective ~~rights~~ rights, limitations of rights, obligations, duties and ~~obligations~~ immunities thereunder of the ~~Issuing Entity~~Company, the ~~Indenture~~ Trustee and the Holders and of the ~~Notes~~terms upon which the Notes are, and are to be, authenticated and delivered. The ~~Notes are subject to all~~ terms of the Notes include the covenants and terms established by the Second Supplemental Indenture, dated as of March 6, 2018, between the Company and the Trustee (the “Second Supplemental Indenture”, and as such Second Supplemental Indenture amends and supplements the Base Indenture, the “Indenture”), pursuant to the authority granted under the Indenture (such terms and covenants shall be referred to herein collectively with the terms and covenants set out in the Indenture that are applicable to the Notes as the “Indenture Terms”). ~~All~~ Defined terms used ~~in this Note~~ herein that are not otherwise defined ~~herein and that are defined in the Indenture~~ shall have the meanings ~~assigned to them~~ given such terms in ~~or pursuant to~~ the Indenture Terms. This Note is one of the series designated on the face hereof, which series has an initial aggregate principal amount of $125,000,000. The Company may subsequently issue additional notes as part of this series of Notes under the Indenture~~. The Notes, the A-2 Notes, the A-3 Notes and the A-4 Notes~~ ; provided that if such additional notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture. The Issuing Entity shall pay interest on overdue installments of interest at the A-1 Note Rate to the extent lawful. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in the Note, covenants and agrees that no recourse may be taken, directly or indirectly, not fungible with ~~respect to the obligations of the Issuing Entity or the Indenture Trustee on~~ the Notes or initially issued under the Indenture or any certificate or other writing delivered in connection therewith, against: (i) the Indenture Trustee or the Trustee in their individual capacities, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of: (a) the Indenture Trustee or the Trustee in their individual capacities, (b) any holder of a beneficial interest in the Issuing Entity, the Trustee or the Indenture Trustee or of (c) any successor or assign of the Indenture Trustee or the Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such partner, owner or beneficiary. It is the intent of the Seller, the Servicer, the Noteholders and the Note Owners that, for purposes of federal and State income tax and any other tax measured in whole or in part by income, the Notes qualify as debt. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat, and to take no action inconsistent with the treatment of, the Notes for such tax purposes as debt, except as may be required otherwise in the case of (a) the Depositor or any of its Affiliates (including, without limitation, the Issuing Entity, the Sponsor and the Originator) or (b) any Person in whose hands (or in the hands of any predecessor holder of that Note), pursuant to Treasury regulations promulgated Section 385 of the Code, the Notes would not be treated in their entirety as indebtedness for U.S. federal income tax purposes, such additional Notes will have a separate CUSIP number. ~~Each Noteholder or holder~~ In the event of ~~an interest in an A-1 Note, by acceptance~~ any conflict between the terms of ~~such A-1 Note or such interest therein, agrees to provide to~~ the ~~Indenture Trustee, any Paying Agent or~~ Notes and the ~~Issuing Entity, as applicable~~terms of the Indenture, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in an A-1 Note that fails to comply with the requirements of the preceding sentence. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will not at any time institute against the Seller or the Issuing Entity, or join in any institution against the Seller or the Issuing Entity of, any bankruptcy, reorganization or arrangement, insolvency or liquidation proceedings under any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents. Each Noteholder or Note Owner, by acceptance of a Note, or in the case of Note Owner, a beneficial interest in the Note, represents that either (a) it is not (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, (iii) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”), or (iv) a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the purchase and holding of the Note, or a beneficial interest therein, will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar applicable law. This Note and the Indenture shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. No reference herein to the Indenture and no provision of this Note or terms of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither Citibank, N.A., in its individual capacity, any owner of a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees, successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Indenture Trustee for the sole purposes of binding the interests of the Indenture Trustee in the assets of the Issuing Entity. The Holder of this Note by the acceptance hereof, and each Note Owner by the acceptance of a beneficial interest herein, each agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder and Note Owner shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this Notecontrol.

Appears in 1 contract

Samples: Second Supplemental Indenture (Fluidigm Corp)

Appears in 1 contract

Samples: Supplemental Indenture (Bp Capital Markets PLC)

Appears in 1 contract

Samples: Seventeenth Supplemental Indenture (Bp Capital Markets PLC)

Appears in 1 contract

Samples: Senior Note Agreement (Pepsico Inc)

Appears in 1 contract

Samples: Supplemental Indenture (Bp Capital Markets PLC)

TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the ~~Notes~~ Securities of the series designated ~~above and~~ therein referred to in the within-mentioned Indenture. ~~Dated: ______________~~The Bank of New York Mellon, ~~2024 CITIBANK, N.A., not in its individual capacity but solely~~ as ~~Indenture~~ Trustee By: ~~Name: Title~~Authorized Signatory Dated: This Note is one of a duly authorized issue of ~~Notes~~ debentures, notes or other evidences of indebtedness of the ~~Issuing Entity, designated as its 5.519% Class A-1 Asset Backed Notes~~ Company (herein called the “~~A-1 Notes” or the “Notes~~Securities”), ~~all~~ issued and to be issued in one or more series under an ~~Indenture~~ Indenture, dated as of May 121, ~~2024~~ 2007 (~~such Indenture, as supplemented or amended, is~~ herein called the “Indenture”) ), between the ~~Issuing Entity~~ Company and ~~Citibank~~The Bank of New York Mellon, ~~N.A., not in its individual capacity but solely~~ as ~~trustee~~ Trustee (herein called the “~~Indenture~~ Trustee”, ,” which term includes any successor ~~Indenture Trustee~~ trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights ~~and obligations~~ thereunder of the ~~Issuing Entity~~Company, the ~~Indenture Trustee~~ Trustee, and the Holders of the ~~Notes. The Notes~~ Securities, the terms upon which the Securities are, and are ~~subject~~ to ~~all terms~~ be, authenticated and delivered, and the definition of ~~the Indenture. All~~ capitalized terms used ~~in this Note that are~~ herein and not otherwise defined ~~herein and that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture~~herein. The ~~Notes~~Securities may be issued in one or more series, ~~the A-2 Notes~~which different series may be issued in various aggregate principal amounts, ~~the A-3 Notes~~ may be denominated in different currencies, may mature at different times, may bear interest (if any) at different rates (which rates may be fixed or variable), may be subject to different redemption provisions (if any), may be subject to different sinking, purchase, or analogous funds (if any), may be subject to different covenants and ~~the A-4 Notes are~~ Events of Default, and ~~will be equally and ratably secured by the collateral pledged as security therefor~~ may otherwise vary as provided in the Indenture. This Note is one of a series of Securities of the Company designated as set forth on the face hereof (herein called the “Notes”), initially limited in aggregate principal amount to $850,000,000. The ~~Issuing Entity~~ Notes shall ~~pay interest on overdue installments of interest~~ be redeemable as a whole or in part, at the ~~A-1 Note Rate~~ Company’s option at any time and from time to time prior to December 7, 2018 (one month prior to the ~~extent lawful. Each Noteholder or Note Owner~~maturity date of the Notes), ~~by acceptance of~~ at a ~~Note, or, in the case of a Note Owner, a beneficial interest in the Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect~~ Redemption Price equal to the ~~obligations~~ greater of ~~the Issuing Entity or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against:~~ (i) 100% of the ~~Indenture Trustee or the Trustee in their individual capacities,~~ principal amount of such Notes and (ii) ~~any owner of a beneficial interest in~~ the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of: (a) the Indenture Trustee or the Trustee in their individual capacities, (b) any holder of a beneficial interest in the Issuing Entity, the Trustee or the Indenture Trustee or of (c) any successor or assign sum of the ~~Indenture Trustee or~~ present values of the ~~Trustee~~ remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, plus in ~~their individual capacities, except as any such Person may have expressly agreed~~ each case accrued and ~~except that any such partner, owner or beneficiary~~ unpaid interest to the date of redemption. The Notes shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such partner, owner or beneficiary. It is the intent of the Seller, the Servicer, the Noteholders and the Note Owners that, for purposes of federal and State income tax and any other tax measured in redeemable as a whole or in ~~part by income~~part, at the Notes qualify as debt. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat, and to take no action inconsistent with the treatment of, the Notes for such tax purposes as debt, except as may be required otherwise in the case of (a) the Depositor or any of its Affiliates (including, without limitation, the Issuing Entity, the Sponsor and the Originator) or (b) any Person in whose hands (or in the hands of any predecessor holder of that Note), pursuant to Treasury regulations promulgated Section 385 of the Code, the Notes would not be treated in their entirety as indebtedness for U.S. federal income tax purposes. Each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in an A-1 Note that fails to comply with the requirements of the preceding sentence. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will not Company’s option at any time ~~institute against the Seller~~ and from time to time on or ~~the Issuing Entity~~after December 7, or join in any institution against the Seller or the Issuing Entity of, any bankruptcy, reorganization or arrangement, insolvency or liquidation proceedings under any United States federal or State bankruptcy or similar law in connection with any obligations relating 2018 (one month prior to the maturity date of the Notes), at a Redemption Price equal to 100% of the ~~Indenture or~~ principal amount of the ~~Basic Documents. Each Noteholder or Note Owner~~Notes being redeemed, ~~by acceptance of a Note, or in the case of Note Owner, a beneficial~~ plus accrued and unpaid interest ~~in the Note, represents that either (a) it is not (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject~~ to the ~~provisions of Title I of ERISA~~Redemption Date. Except as otherwise provided herein, ~~(ii) a plan described in Section 4975(e)(1)~~ redemption of the Code, (iii) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”), or (iv) a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the purchase and holding of the Note, or a beneficial interest therein, will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar applicable law. This Note and the Indenture Notes shall be ~~construed~~ made in accordance with the ~~laws~~ terms of Article 11 of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither Citibank, N.A., in its individual capacity, any owner of a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees, successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Indenture Trustee for the sole purposes of binding the interests of the Indenture Trustee in the assets of the Issuing Entity. The Holder of this Note by the acceptance hereof, and each Note Owner by the acceptance of a beneficial interest herein, each agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder and Note Owner shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

Appears in 1 contract

Samples: Senior Note Agreement (Pepsico Inc)

TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the ~~Notes~~ Securities of the series designated ~~above and~~ therein referred to in the within-mentioned Indenture. ~~Dated: ______________, 2024 CITIBANK, N.A., not in its individual capacity but solely as Indenture Trustee By: Name: Title:~~ Authorized Officer This ~~Note~~ Security is one of a duly authorized issue of ~~Notes~~ securities of the ~~Issuing Entity, designated as its 5.519% Class A-1 Asset Backed Notes~~ Company (herein called the “~~A-1 Notes” or the “Notes~~Securities”), ~~all~~ issued and to be issued in one or more series under an ~~Indenture~~ Indenture, dated as of ~~May 1~~June 28, ~~2024~~ 1996 (~~such Indenture, as supplemented or amended, is~~ herein called the “Indenture”) ), between the ~~Issuing Entity~~ Company and ~~Citibank~~The Bank of New York Mellon Trust Company, ~~N.A.~~N.A. (as successor to JPMorgan Chase Bank, ~~not in its individual capacity but solely~~ N.A. f/k/a as ~~trustee (~~Chemical Bank), as Trustee, herein called the “~~Indenture~~ Trustee”, ” (which term includes any successor ~~Indenture Trustee~~ trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective ~~rights~~ rights, limitations of rights, obligations, duties and ~~obligations~~ immunities thereunder of the ~~Issuing Entity~~Company, the ~~Indenture~~ Trustee and the Holders of the ~~Notes~~Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The ~~Notes are subject to all~~ terms of this Security include the covenants and terms established by the Sixth Supplemental Indenture, dated as of April 29, 2010, among the Company, the Guarantors named therein and the Trustee, pursuant to the authority granted under the Indenture (such terms and covenants shall be referred to herein collectively with the terms and covenants set out in the Indenture that are applicable to the Securities of this series as the “Indenture Terms”). ~~All~~ Defined terms used ~~in this Note~~ herein that are not otherwise defined ~~herein and that are defined in the Indenture~~ shall have the meanings ~~assigned to them~~ given such terms in ~~or pursuant to~~ the Indenture Terms. This Security is one of the series designated on the face hereof, in an aggregate principal amount of 300,000,000. The Company may subsequently issue additional securities as part of this series of Securities under the Indenture. The ~~Notes~~Company may, at its option, redeem the A-2 Notes, the A-3 Notes and the A-4 Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture. The Issuing Entity shall pay interest on overdue installments of interest at the A-1 Note Rate to the extent lawful. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in the Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against: (i) the Indenture Trustee or the Trustee in their individual capacities, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of: (a) the Indenture Trustee or the Trustee in their individual capacities, (b) any holder of a beneficial interest in the Issuing Entity, the Trustee or the Indenture Trustee or of (c) any successor or assign of the Indenture Trustee or the Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such partner, owner or beneficiary. It is the intent of the Seller, the Servicer, the Noteholders and the Note Owners that, for purposes of federal and State income tax and any other tax measured Securities in whole at any time or in part ~~by income~~from time to time, on at least 30 but not more than 60 days’ prior notice, at a Redemption Price equal to the Notes qualify as debt. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat, and to take no action inconsistent with the treatment of, the Notes for such tax purposes as debt, except as may be required otherwise in the case greater of (aA) 100% of the principal amount of the Securities being redeemed and (B) the Depositor or any of its Affiliates (including, without limitation, the Issuing Entity, the Sponsor and the Originator) or (b) any Person in whose hands (or in the hands of any predecessor holder of that Note), pursuant to Treasury regulations promulgated Section 385 sum of the Code, the Notes would not be treated in their entirety as indebtedness for U.S. federal income tax purposes. Each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in an A-1 Note that fails to comply with the requirements present values of the preceding sentence. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will not at any time institute against the Seller or the Issuing Entity, or join in any institution against the Seller or the Issuing Entity of, any bankruptcy, reorganization or arrangement, insolvency or liquidation proceedings under any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents. Each Noteholder or Note Owner, by acceptance of a Note, or in the case of Note Owner, a beneficial interest in the Note, represents that either (a) it is not (i) an employee benefit plan Remaining Scheduled Payments (as defined ~~in Section 3(3~~below) ~~of ERISA) that is subject~~ on the Securities being redeemed, discounted to the ~~provisions of Title I of ERISA~~Redemption Date, ~~(ii)~~ on a ~~plan described in Section 4975(e)(1) of~~ semiannual basis, at the ~~Code, (iii) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”), or (iv) a governmental plan~~ Treasury Rate (as defined ~~in Section 3(32~~below) ~~of ERISA) that is subject to any law substantially similar to ERISA or Section 4975 of~~ plus 50 basis points (0.50%). The Company will also pay accrued interest on the Code or (b) the purchase and holding of the Note, or a beneficial interest therein, will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar applicable law. This Note and the Indenture shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. No reference herein Securities being redeemed to the ~~Indenture~~ Redemption Date. In determining the Redemption Price and ~~no provision~~ accrued interest, interest will be calculated on the basis of ~~this Note or~~ a 360-day year consisting of ~~the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional,~~ twelve 30-day months. If money sufficient to pay the ~~principal~~ Redemption Price of and accrued interest on ~~this Note at~~ the ~~times~~Securities to be redeemed is deposited with the Trustee on or before the Redemption Date, ~~place~~ on and ~~rate,~~ after the Redemption Date interest will cease to accrue on the Securities (or such portions thereof) called for redemption and ~~in the coin or currency, herein prescribed. Anything herein~~ such Securities will cease to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither Citibank, N.A., in its individual capacity, any owner of a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees, successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Indenture Trustee for the sole purposes of binding the interests of the Indenture Trustee in the assets of the Issuing Entity. The Holder of this Note by the acceptance hereof, and each Note Owner by the acceptance of a beneficial interest herein, each agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder and Note Owner shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this NoteOutstanding.

Appears in 1 contract

Samples: Supplemental Indenture (Ryland Group Inc)

TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the ~~Notes~~ Securities of the series designated ~~above and~~ herein referred to in the within-mentioned Indenture. ~~Dated: ______________, 2024 CITIBANK, N.A., not in its individual capacity but solely as Indenture Trustee By: Name: Title:~~ This ~~Note~~ Security is one of a duly authorized issue of ~~Notes~~ securities of the ~~Issuing Entity, designated as its 5.519% Class A-1 Asset Backed Notes~~ Company (herein called the “~~A-1 Notes” or the “Notes~~Securities”), ~~all~~ issued and to be issued in one or more series under an ~~Indenture~~ Indenture, dated as of ~~May 1~~March 8, ~~2024~~ 2002 (~~such Indenture, as supplemented or amended, is~~ herein called the “Base Indenture”~~) between~~ ), among the ~~Issuing Entity and Citibank~~Company, ~~N.A.~~as Issuer, ~~not in its individual capacity but solely~~ BP p.l.c., as ~~trustee~~ Guarantor (herein called the “~~Indenture~~ Guarantor”), and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the “Trustee”, which term includes any successor ~~Indenture Trustee~~ trustee under the Indenture)) (such Base Indenture as supplemented by the Nineteenth Supplemental Indenture, dated as of September 26, 2013, the “Indenture”) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective ~~rights~~ rights, limitation of rights, duties and ~~obligations~~ immunities thereunder of the ~~Issuing Entity~~Company, the ~~Indenture~~ Guarantor, the Trustee and the Holders of the ~~Notes~~Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited to $750,000,000 in aggregate principal amount. The ~~Notes are subject to all terms of the Indenture. All terms used in this Note that are not otherwise defined herein and that are defined in the Indenture~~ rate at which interest shall have the meanings assigned to them in or pursuant to the Indenture. The Notes, the A-2 Notes, the A-3 Notes and the A-4 Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture. The Issuing Entity shall pay interest on overdue installments of interest at the A-1 Note Rate to the extent lawful. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in the Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity or the Indenture Trustee accrue on the ~~Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against: (i) the Indenture Trustee or the Trustee in their individual capacities, (ii) any owner~~ unpaid principal amount of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of: (a) the Indenture Trustee or the Trustee in their individual capacities, (b) any holder of a beneficial interest in the Issuing Entity, the Trustee or the Indenture Trustee or of (c) any successor or assign of the Indenture Trustee or the Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary this Security for each Interest Period shall be ~~fully liable, to~~ the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such partner, owner or beneficiary. It is the intent of the Seller, the Servicer, the Noteholders and the Note Owners that, for purposes of federal and State income tax and any other tax measured in whole or in part by income, the Notes qualify as debt. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat, and to take no action inconsistent with the treatment of, the Notes for such tax purposes as debt, except as may be required otherwise in the case of (a) the Depositor or any of its Affiliates (including, without limitation, the Issuing Entity, the Sponsor and the Originator) or (b) any Person in whose hands (or in the hands of any predecessor holder of that Note), pursuant to Treasury regulations promulgated Section 385 of the Code, the Notes would not be treated in their entirety as indebtedness for U.S. federal income tax purposes. Each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in an A-1 Note that fails to comply with the requirements of the preceding sentence. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will not at any time institute against the Seller or the Issuing Entity, or join in any institution against the Seller or the Issuing Entity of, any bankruptcy, reorganization or arrangement, insolvency or liquidation proceedings under any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents. Each Noteholder or Note Owner, by acceptance of a Note, or in the case of Note Owner, a beneficial interest in the Note, represents that either (a) it is not (i) an employee benefit plan relevant Interest Rate (as defined ~~in Section 3(3~~below) for that Interest Period and payments of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, (iii) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”), or (iv) a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the purchase and holding of the Note, or a beneficial interest therein, will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar applicable law. This Note and the Indenture shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this ~~Note~~ Security will include interest accrued to but excluding the respective Interest Payment Dates. Such interest shall accrue on the basis of the actual number of days in each Interest Period and a year of 360 days. This Security will accrue interest for each Interest Period at ~~the times, place and~~ a per annum rate, ~~and in~~ subject to a maximum interest rate permitted by New York or other applicable state law, as such law may be modified by United States law of general application (the ~~coin or currency~~“Interest Rate”). The Interest Rate for any Interest Period will be Three-Month LIBOR, ~~herein prescribed. Anything herein to the contrary notwithstanding, except~~ as expressly provided in the Basic Documents, neither Citibank, N.A., in its individual capacity, any owner of a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees, successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made determined by the ~~Indenture Trustee for~~ Calculation Agent on the ~~sole purposes of binding~~ Interest Determination Date (or September 24, 2013, if applicable), plus the ~~interests of the Indenture Trustee in the assets of the Issuing Entity~~Spread. The ~~Holder of this Note by the acceptance hereof, and~~ Interest Rate will be reset quarterly on each Note Owner by the acceptance of a beneficial interest herein, each agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder and Note Owner shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this NoteInterest Reset Date.

Appears in 1 contract

Samples: Nineteenth Supplemental Indenture (Bp Capital Markets PLC)

TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the ~~Notes~~ Securities of the series designated ~~above and~~ herein referred to in the within-mentioned Indenture. ~~Dated: ______________, 2024 CITIBANK, N.A., not in its individual capacity but solely as Indenture Trustee By: Name: Title:~~ This ~~Note~~ Security is one of a duly authorized issue of ~~Notes~~ securities of the ~~Issuing Entity, designated as its 5.519% Class A-1 Asset Backed Notes~~ Company (herein called the “~~A-1 Notes” or the “Notes~~Securities”), ~~all~~ issued and to be issued in one or more series under an ~~Indenture~~ Indenture, dated as of ~~May 1~~March 8, ~~2024~~ 2002 (~~such Indenture, as supplemented or amended, is~~ herein called the “Base Indenture”~~) between~~ ), among the ~~Issuing Entity and Citibank~~Company, ~~N.A.~~as Issuer, ~~not in its individual capacity but solely~~ BP p.l.c., as ~~trustee~~ Guarantor (herein called the “~~Indenture~~ Guarantor”), and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the “Trustee”, which term includes any successor ~~Indenture Trustee~~ trustee under the Indenture)) (such Base Indenture as supplemented by the Fifteenth Supplemental Indenture, dated as of December 6, 2011, the “Indenture”) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective ~~rights~~ rights, limitation of rights, duties and ~~obligations~~ immunities thereunder of the ~~Issuing Entity~~Company, the ~~Indenture~~ Guarantor, the Trustee and the Holders of the ~~Notes~~Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited to $450,000,000 in aggregate principal amount. The ~~Notes are subject to all terms of the Indenture. All terms used in this Note that are not otherwise defined herein and that are defined in the Indenture~~ rate at which interest shall have the meanings assigned to them in or pursuant to the Indenture. The Notes, the A-2 Notes, the A-3 Notes and the A-4 Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture. The Issuing Entity shall pay interest on overdue installments of interest at the A-1 Note Rate to the extent lawful. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in the Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity or the Indenture Trustee accrue on the ~~Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against: (i) the Indenture Trustee or the Trustee in their individual capacities, (ii) any owner~~ unpaid principal amount of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of: (a) the Indenture Trustee or the Trustee in their individual capacities, (b) any holder of a beneficial interest in the Issuing Entity, the Trustee or the Indenture Trustee or of (c) any successor or assign of the Indenture Trustee or the Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary this Security for each Interest Period shall be ~~fully liable, to~~ the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such partner, owner or beneficiary. It is the intent of the Seller, the Servicer, the Noteholders and the Note Owners that, for purposes of federal and State income tax and any other tax measured in whole or in part by income, the Notes qualify as debt. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat, and to take no action inconsistent with the treatment of, the Notes for such tax purposes as debt, except as may be required otherwise in the case of (a) the Depositor or any of its Affiliates (including, without limitation, the Issuing Entity, the Sponsor and the Originator) or (b) any Person in whose hands (or in the hands of any predecessor holder of that Note), pursuant to Treasury regulations promulgated Section 385 of the Code, the Notes would not be treated in their entirety as indebtedness for U.S. federal income tax purposes. Each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in an A-1 Note that fails to comply with the requirements of the preceding sentence. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will not at any time institute against the Seller or the Issuing Entity, or join in any institution against the Seller or the Issuing Entity of, any bankruptcy, reorganization or arrangement, insolvency or liquidation proceedings under any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents. Each Noteholder or Note Owner, by acceptance of a Note, or in the case of Note Owner, a beneficial interest in the Note, represents that either (a) it is not (i) an employee benefit plan relevant Interest Rate (as defined ~~in Section 3(3~~below) for that Interest Period and payments of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, (iii) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”), or (iv) a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the purchase and holding of the Note, or a beneficial interest therein, will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar applicable law. This Note and the Indenture shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this ~~Note~~ Security will include interest accrued to but excluding the respective Interest Payment Dates. Such interest shall accrue on the basis of the actual number of days in each Interest Period and a year of 360 days. This Security will accrue interest for each Interest Period at ~~the times, place and~~ a per annum rate, ~~and in~~ subject to a maximum interest rate permitted by New York or other applicable state law, as such law may be modified by United States law of general application (the ~~coin or currency~~“Interest Rate”). The Interest Rate for any Interest Period will be Three-Month LIBOR, ~~herein prescribed. Anything herein to the contrary notwithstanding, except~~ as expressly provided in the Basic Documents, neither Citibank, N.A., in its individual capacity, any owner of a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees, successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made determined by the ~~Indenture Trustee for~~ Calculation Agent on the ~~sole purposes of binding~~ Interest Determination Date (or December 2, 2011, if applicable), plus the ~~interests of the Indenture Trustee in the assets of the Issuing Entity~~Spread. The ~~Holder of this Note by the acceptance hereof, and~~ Interest Rate will be reset quarterly on each Note Owner by the acceptance of a beneficial interest herein, each agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder and Note Owner shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this NoteInterest Reset Date.

Appears in 1 contract

Samples: Fifteenth Supplemental Indenture (Bp Capital Markets PLC)

TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the ~~Notes~~ Securities of the series designated ~~above and~~ therein referred to in the within-mentioned Indenture. ~~Dated: ______________, 2024 CITIBANK, N.A., not in its individual capacity but solely as Indenture Trustee By: Name: Title:~~ This ~~Note~~ Security is one of a duly authorized issue of ~~Notes~~ securities of the ~~Issuing Entity, designated as its 5.519% Class A-1 Asset Backed Notes~~ Company (herein called the “~~A-1 Notes” or the “Notes~~Securities”), ~~all~~ issued and to be issued in one or more series under an ~~Indenture~~ Indenture, dated as of ~~May 1~~June 28, ~~2024~~ 1996 (~~such Indenture, as supplemented or amended, is~~ herein called the “Indenture”) ), between the ~~Issuing Entity~~ Company and ~~Citibank~~The Bank of New York Mellon Trust Company, ~~N.A.~~N.A. (as successor to JPMorgan Chase Bank, ~~not in its individual capacity but solely~~ N.A. f/k/a as ~~trustee (~~Chemical Bank), as Trustee, herein called the “~~Indenture~~ Trustee”, ” (which term includes any successor ~~Indenture Trustee~~ trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective ~~rights~~ rights, limitations of rights, obligations, duties and ~~obligations~~ immunities thereunder of the ~~Issuing Entity~~Company, the ~~Indenture~~ Trustee and the Holders of the ~~Notes~~Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. The ~~Notes are subject to all~~ terms of this Security include the covenants and terms established by the Eighth Supplemental Indenture, dated as of September 21, 2012, among the Company, the Guarantors named therein and the Trustee, pursuant to the authority granted under the Indenture (such terms and covenants shall be referred to herein collectively with the terms and covenants set out in the Indenture that are applicable to the Securities of this series as the “Indenture Terms”). ~~All~~ Defined terms used ~~in this Note~~ herein that are not otherwise defined ~~herein and that are defined in the Indenture~~ shall have the meanings ~~assigned to them~~ given such terms in ~~or pursuant to~~ the Indenture Terms. This Security is one of the series designated on the face hereof, in an aggregate principal amount of $250,000,000. The Company may subsequently issue additional securities as part of this series of Securities under the Indenture. The ~~Notes~~Company may, at its option, redeem the A-2 Notes, the A-3 Notes and the A-4 Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture. The Issuing Entity shall pay interest on overdue installments of interest at the A-1 Note Rate to the extent lawful. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in the Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against: (i) the Indenture Trustee or the Trustee in their individual capacities, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of: (a) the Indenture Trustee or the Trustee in their individual capacities, (b) any holder of a beneficial interest in the Issuing Entity, the Trustee or the Indenture Trustee or of (c) any successor or assign of the Indenture Trustee or the Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such partner, owner or beneficiary. It is the intent of the Seller, the Servicer, the Noteholders and the Note Owners that, for purposes of federal and State income tax and any other tax measured Securities in whole at any time or in part ~~by income~~from time to time, on at least 30 but not more than 60 days’ prior notice, at a Redemption Price equal to the Notes qualify as debt. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat, and to take no action inconsistent with the treatment of, the Notes for such tax purposes as debt, except as may be required otherwise in the case greater of (aA) 100% of the principal amount of the Securities being redeemed and (B) the Depositor or any of its Affiliates (including, without limitation, the Issuing Entity, the Sponsor and the Originator) or (b) any Person in whose hands (or in the hands of any predecessor holder of that Note), pursuant to Treasury regulations promulgated Section 385 sum of the Code, the Notes would not be treated in their entirety as indebtedness for U.S. federal income tax purposes. Each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in an A-1 Note that fails to comply with the requirements present values of the preceding sentence. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will not at any time institute against the Seller or the Issuing Entity, or join in any institution against the Seller or the Issuing Entity of, any bankruptcy, reorganization or arrangement, insolvency or liquidation proceedings under any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents. Each Noteholder or Note Owner, by acceptance of a Note, or in the case of Note Owner, a beneficial interest in the Note, represents that either (a) it is not (i) an employee benefit plan Remaining Scheduled Payments (as defined ~~in Section 3(3~~below) ~~of ERISA) that is subject~~ on the Securities being redeemed, discounted to the ~~provisions of Title I of ERISA~~Redemption Date, ~~(ii)~~ on a ~~plan described in Section 4975(e)(1) of~~ semiannual basis, at the ~~Code, (iii) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”), or (iv) a governmental plan~~ Treasury Rate (as defined ~~in Section 3(32~~below) ~~of ERISA) that is subject to any law substantially similar to ERISA or Section 4975 of~~ plus 50 basis points (0.50%). The Company will also pay accrued interest on the Code or (b) the purchase and holding of the Note, or a beneficial interest therein, will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar applicable law. This Note and the Indenture shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. No reference herein Securities being redeemed to the ~~Indenture~~ Redemption Date. In determining the Redemption Price and ~~no provision~~ accrued interest, interest will be calculated on the basis of ~~this Note or~~ a 360-day year consisting of ~~the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional,~~ twelve 30-day months. If money sufficient to pay the ~~principal~~ Redemption Price of and accrued interest on ~~this Note at~~ the ~~times~~Securities to be redeemed is deposited with the Trustee on or before the Redemption Date, ~~place~~ on and ~~rate,~~ after the Redemption Date interest will cease to accrue on the Securities (or such portions thereof) called for redemption and ~~in the coin or currency, herein prescribed. Anything herein~~ such Securities will cease to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither Citibank, N.A., in its individual capacity, any owner of a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees, successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Indenture Trustee for the sole purposes of binding the interests of the Indenture Trustee in the assets of the Issuing Entity. The Holder of this Note by the acceptance hereof, and each Note Owner by the acceptance of a beneficial interest herein, each agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder and Note Owner shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this NoteOutstanding.

Appears in 1 contract

Samples: Eighth Supplemental Indenture (Ryland Group Inc)

TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the ~~Notes~~ Securities of the series designated ~~above~~ herein and referred to in the within-mentioned Indenture. Dated: ~~______________~~November 14, ~~2024 CITIBANK~~2011 U.S. BANK NATIONAL ASSOCIATION, ~~N.A., not in its individual capacity but solely~~ as ~~Indenture~~ Trustee By: ~~Name: Title:~~ Authorized Signatory This ~~Note~~ Security is one of a duly authorized issue of ~~Notes~~ securities of the ~~Issuing Entity, designated as its 5.519% Class A-1 Asset Backed Notes~~ Company (herein called the “~~A-1 Notes” or the “Notes~~Securities”), ~~all~~ issued and to be issued in one or more series under an ~~Indenture~~ Indenture, dated as of May 114, ~~2024~~ 2009 (~~such Indenture, as supplemented or amended, is~~ herein called the “Indenture”) ), between the ~~Issuing Entity~~ Company and ~~Citibank~~U.S. Bank National Association, ~~N.A., not in its individual capacity but solely~~ as ~~trustee~~ Trustee (herein called the “~~Indenture~~ Trustee”~~, which term includes any successor Indenture Trustee under the Indenture~~), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective ~~rights~~ rights, limitations of rights, obligations, duties and ~~obligations~~ immunities thereunder of the ~~Issuing Entity~~Company, the ~~Indenture~~ Trustee and the ~~Holders~~ holders of the ~~Notes~~Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof limited (except as provided in the Indenture) in aggregate principal amount to $250,000,000. The ~~Notes are~~ separate series of Securities may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to ~~all terms~~ different redemption provisions (if any), may be subject to different sinking funds (if any), may be subject to different covenants and Events of ~~the Indenture. All terms used in this Note that are not otherwise defined herein and that are~~ Default (as defined in the Indenture) and may otherwise vary as in the Indenture ~~shall have the meanings assigned to them in or pursuant to the Indenture~~provided. The ~~Notes~~Indenture further provides that the Securities of a single series may be issued at various times, with different maturity dates and may bear interest at different rates. If an Event of Default with respect to Securities of this series shall occur and be continuing, then the ~~A-2 Notes~~Trustee or the holders of not less than 25% in aggregate principal amount of the Securities of this series then Outstanding may declare the principal of the Securities of this series and accrued interest thereon, if any, to be due and payable in the ~~A-3 Notes~~ manner and with the ~~A-4 Notes are and will be equally and ratably secured by the collateral pledged as security therefor as~~ effect provided in the Indenture. The Issuing Entity shall pay interest on overdue installments of interest at the A-1 Note Rate to the extent lawful. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in the Note, covenants and agrees that no recourse may be taken, directly or indirectlyIndenture permits, with ~~respect to~~ certain exceptions as therein provided, the amendment or supplementing thereof and the modification of the rights and obligations of the ~~Issuing Entity or~~ Company and the ~~Indenture Trustee on~~ rights of the ~~Notes or~~ holders of the Securities of each series to be affected under the Indenture or at any ~~certificate or other writing delivered in connection therewith, against: (i)~~ time by the ~~Indenture Trustee or~~ Company and the Trustee with the consent of the holders of not less than a majority in ~~their individual capacities~~aggregate principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, ~~(ii) any owner~~ on behalf of ~~a beneficial interest in~~ the ~~Issuing Entity or (iii) any partner~~holders of all Securities of such series, ~~owner, beneficiary, agent, officer, director or employee of: (a)~~ to waive compliance by the ~~Indenture Trustee or the Trustee in their individual capacities, (b) any holder of a beneficial interest in the Issuing Entity, the Trustee or the Indenture Trustee or of (c) any successor or assign~~ Company with certain provisions of the Indenture ~~Trustee~~ and certain past defaults or Events of Default under the ~~Trustee in their individual capacities, except as~~ Indenture and the consequences of any such ~~Person may have expressly agreed and except that any~~ defaults or Events of Default. Any such ~~partner, owner~~ consent or ~~beneficiary~~ waiver (unless revoked as provided in the Indenture) shall be ~~fully liable, to~~ conclusive and binding upon the ~~extent provided by applicable law, for~~ holder and upon all future holders of this Security and of any ~~unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such partner, owner or beneficiary. It is~~ Security issued upon the ~~intent~~ registration of ~~the Seller, the Servicer, the Noteholders and the Note Owners that, for purposes of federal and State income tax and any other tax measured in whole~~ transfer hereof or in part by income, the Notes qualify as debt. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat, and to take no action inconsistent with the treatment of, the Notes for such tax purposes as debt, except as may be required otherwise in the case of (a) the Depositor or any of its Affiliates (including, without limitation, the Issuing Entity, the Sponsor and the Originator) or (b) any Person in whose hands (exchange herefor or in ~~the hands of any predecessor holder of that Note)~~lieu hereof, ~~pursuant to Treasury regulations promulgated Section 385 of the Code, the Notes would~~ whether or not ~~be treated in their entirety as indebtedness for U.S. federal income tax purposes. Each Noteholder or holder of an interest in an A-1 Note, by acceptance~~ notation of such ~~A-1 Note~~ consent or such interest therein, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax waiver is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in an A-1 Note that fails to comply with the requirements of the preceding sentence. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will not at any time institute against the Seller or the Issuing Entity, or join in any institution against the Seller or the Issuing Entity of, any bankruptcy, reorganization or arrangement, insolvency or liquidation proceedings under any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents. Each Noteholder or Note Owner, by acceptance of a Note, or in the case of Note Owner, a beneficial interest in the Note, represents that either (a) it is not (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, (iii) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”), or (iv) a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the purchase and holding of the Note, or a beneficial interest therein, will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar applicable law. This Note and the Indenture shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such lawsmade upon this Security. No reference herein to the Indenture and no provision of this ~~Note~~ Security or of the Indenture shall alter or impair the obligation of the ~~Issuing Entity~~Company, which is absolute and unconditional, to pay the principal of and ~~interest~~ interest, if any, on this ~~Note~~ Security at the times, place and rate, if any, and in the coin or currency, herein prescribed. ~~Anything herein~~ This Security shall be exchangeable for Securities registered in the names of Persons other than the Depository with respect to such series or its nominee only as provided in this paragraph. This Security shall be so exchangeable if (x) the Depository notifies the Company that it is unwilling or unable to continue as Depository for such series or at any time ceases to be a clearing agency registered as such under the Securities Exchange Act of 1934, as amended (y) the Company executes and delivers to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither Citibank, N.A., in its individual capacity, any owner of a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees, successors or assigns Trustee an Officers’ Certificate providing that this Security shall be ~~personally liable for, nor~~ so exchangeable or (z) there shall ~~recourse~~ have occurred and be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Indenture Trustee for the sole purposes of binding the interests of the Indenture Trustee in the assets of the Issuing Entity. The Holder of this Note by the acceptance hereof, and each Note Owner by the acceptance of a beneficial interest herein, each agrees that, except as expressly provided in the Basic Documents, in the case of continuing an Event of Default ~~under~~ with respect to the ~~Indenture~~Securities of such series. Securities so issued in exchange for this Security shall be of the same series, having the same interest rate, if any, and maturity and having the same terms as this Security, in authorized denominations and in the aggregate having the same principal amount as this Security and registered in such names as the Depository for such Global Security shall direct. As provided in the Indenture and subject to certain limitations therein set forth, the ~~Holder~~ transfer of a Security of the series of which this Security is a part is registrable in the Security register, upon due presentment of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and ~~Note Owner~~ interest, if any, on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security registrar, duly executed by the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, having the same interest rate, if any, and maturity and having the same terms as this Security, of any authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of the series of which this Security is a part are issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination having the same interest rate, if any, and maturity and having the same terms as such Securities, as requested by the holder surrendering the same. No service charge shall ~~have~~ be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue and notwithstanding any notation of ownership or other writing hereon, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. No recourse for the payment of the principal of or interest, if any, on this Security, or for any claim based hereon or otherwise in respect hereof, and no ~~claim~~ recourse under or upon any obligation, covenant or agreement of the Company in the Indenture or any indenture supplemental thereto or in any Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, official or director, as such, past, present or future, of the ~~foregoing~~ Company or of any successor entity, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being by the acceptance hereof and as part of the consideration for ~~any deficiency~~the issue hereof, ~~loss or claim therefrom~~expressly waived and released; provided~~, however~~, that nothing contained herein or in the Indenture shall be taken to prevent recourse ~~to,~~ to and the enforcement ~~against, the assets~~ of the ~~Issuing Entity for~~ liability, if any, of any stockholder or subscriber to capital stock upon or in respect of shares of capital stock not fully paid. The Securities shall be redeemable at the option of the Company at any time and ~~all liabilities~~from time to time (a “Redemption Date”), ~~obligations~~ in whole or in part, at a redemption price (the “Redemption Price”) equal to the sum of (i) the principal amount of the Securities being redeemed plus accrued and ~~undertakings contained~~ unpaid interest, if any, up to but excluding the Redemption Date and (ii) the Make-Whole Amount (as defined below), if any. If the Company has given notice as provided in the Indenture and funds for the redemption of the Securities called for redemption have been made available on the Redemption Date, such Securities shall cease to bear interest on the Redemption Date. Thereafter, the only right of the holders of the Securities shall be to receive payment of the Redemption Price. The Company shall give notice of any optional redemption to holders of the Security at their addresses, as shown in the security register for the Securities, not more than 45 nor less than 30 days prior to the Redemption Date. The notice of redemption shall specify, among other items, the Redemption Price and the principal amount of the Securities held by such holder to be redeemed. If less than all of the Securities are to be redeemed, the Company shall give the Trustee at least 60 days’ prior notice of the Redemption Date and of the aggregate principal amount of the Securities to be redeemed, and the Trustee shall select the Securities or portions of Securities to be redeemed either pro rata or by such method as the Trustee shall deem fair and appropriate; provided that if, at the time of redemption, such Securities are registered as Global Securities, the Depository shall determine, in ~~this Note~~accordance with its procedures, the principal amount of such Securities held by each owner of beneficial interests in Global Securities to be redeemed. The Trustee may select for redemption Securities and portions of Securities in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Appears in 1 contract

Samples: Global Security Agreement (Hershey Co)

Appears in 1 contract

Samples: Thirty First Supplemental Indenture (Bp Capital Markets PLC)

TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the ~~Notes~~ Securities of the series designated ~~above and~~ herein referred to in the ~~within-~~within mentioned Indenture. ~~Dated: ______________~~U.S. BANK NATIONAL ASSOCIATION, ~~2024 CITIBANK, N.A., not in its individual capacity but solely as Indenture Trustee By:~~ By Name: Title: This ~~Note~~ Security is one of a duly authorized issue of ~~Notes~~ securities of the ~~Issuing Entity, designated as its 5.519% Class A-1 Asset Backed Notes~~ Company (~~herein called~~ the “~~A-1 Notes” or the “Notes~~Securities”), ~~all~~ issued and to be issued in one or more series under ~~an Indenture~~ the Subordinated Indenture, dated as of ~~May 1~~November 25, ~~2024~~ 1996 (~~such Indenture, as supplemented or amended, is herein called~~ the “Base Indenture”) ), between the ~~Issuing Entity~~ Company and ~~Citibank~~U.S. Bank National Association (as successor in interest to State Street Bank and Trust Company), ~~N.A., not in its individual capacity but solely~~ as trustee (the “~~Indenture~~ Trustee”), ~~which term includes any successor~~ as amended by the Third Supplemental Indenture, dated as of July 23, 1999 (the “Third Supplemental Indenture”), and the Fourth Supplemental Indenture, dated as of June 12, 2000 (the “Fourth Supplemental Indenture”), and as supplemented by the Seventh Supplemental Indenture, dated as of January 10, 2013 (the “Seventh Supplemental Indenture,” and, together with the Base Indenture, the Third Supplemental Indenture ~~Trustee under~~ and the Fourth Supplemental Indenture, the “Indenture”), to which Indenture and all other indentures supplemental thereto reference is hereby made for a statement of the respective ~~rights~~ rights, limitations of rights, duties and ~~obligations~~ immunities thereunder of the ~~Issuing Entity~~Trustee, the ~~Indenture Trustee~~ Company, the holders of the Senior Indebtedness and the Holders of the ~~Notes~~Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~The Notes are subject to all~~ By the terms of the Indenture, the Securities are issuable in series that may vary as to amount, date of maturity, rate of interest, rank and in any other respect provided in the Indenture. All terms used in this ~~Note that are not otherwise defined herein and~~ Security that are defined in the Indenture shall have the meanings assigned to them in ~~or pursuant to~~ the Indenture. The ~~Notes, the A-2 Notes, the A-3 Notes and the A-4 Notes are and will~~ Securities of this series shall be ~~equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture. The Issuing Entity shall pay interest on overdue installments of interest~~ redeemable at the A-1 Note Rate to the extent lawful. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in the Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations election of the Issuing Entity or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against: (i) the Indenture Trustee or the Trustee in their individual capacities, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of: (a) the Indenture Trustee or the Trustee in their individual capacities, (b) any holder of a beneficial interest in the Issuing Entity, the Trustee or the Indenture Trustee or of (c) any successor or assign of the Indenture Trustee or the Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such partner, owner or beneficiary. It is the intent of the Seller, the Servicer, the Noteholders and the Note Owners that, for purposes of federal and State income tax and any other tax measured in whole or in part by income, the Notes qualify as debt. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat, and to take no action inconsistent with the treatment of, the Notes for such tax purposes as debt, except as may be required otherwise in the case of (a) the Depositor or any of its Affiliates (including, without limitation, the Issuing Entity, the Sponsor and the Originator) or (b) any Person in whose hands (or in the hands of any predecessor holder of that Note), pursuant to Treasury regulations promulgated Section 385 of the Code, the Notes would not be treated in their entirety as indebtedness for U.S. federal income tax purposes. Each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in an A-1 Note that fails to comply with the requirements of the preceding sentence. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will not at any time institute against the Seller or the Issuing Entity, or join in any institution against the Seller or the Issuing Entity of, any bankruptcy, reorganization or arrangement, insolvency or liquidation proceedings under any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents. Each Noteholder or Note Owner, by acceptance of a Note, or in the case of Note Owner, a beneficial interest in the Note, represents that either (a) it is not (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, (iii) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”), or (iv) a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the purchase and holding of the Note, or a beneficial interest therein, will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar applicable law. This Note and the Indenture shall be construed Company in accordance with the ~~laws~~ terms of the ~~State of New York~~Indenture. In particular, ~~and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. No reference herein to the Indenture and no provision of~~ this ~~Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which~~ Security is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither Citibank, N.A., in its individual capacity, any owner of a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees, successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Indenture Trustee for the sole purposes of binding the interests of the Indenture Trustee in the assets of the Issuing Entity. The Holder of this Note by the acceptance hereof, and each Note Owner by the acceptance of a beneficial interest herein, each agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder and Note Owner shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.redeemable:

Appears in 1 contract

Samples: Seventh Supplemental Indenture (Allstate Corp)

Appears in 1 contract

Samples: Nineteenth Supplemental Indenture (Bp Capital Markets PLC)

Appears in 1 contract

Samples: Senior Note Agreement (Pepsico Inc)

Appears in 1 contract

Samples: Supplemental Indenture (Bp Capital Markets PLC)

Appears in 1 contract

Samples: Senior Note Agreement (Pepsico Inc)

TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the ~~Notes~~ Securities of the series designated ~~above~~ herein and referred to in the within-mentioned Indenture. Dated: ~~______________~~August 28, ~~2024~~ 2006 CITIBANK, N.A., ~~not in its individual capacity but solely~~ as ~~Indenture~~ Trustee ~~By: Name: Title:~~ By Authorized Signatory This ~~Note~~ Security is one of a duly authorized issue of ~~Notes~~ securities of the ~~Issuing Entity, designated as its 5.519% Class A-1 Asset Backed Notes~~ Company (herein called the “~~A-1 Notes” or the “Notes~~Securities”), ~~all~~ issued and to be issued in one or more series under an ~~Indenture~~ Indenture, dated as of ~~May 1~~September 16, ~~2024~~ 2005 (~~such Indenture, as supplemented or amended, is~~ herein called the “Indenture”) ), between the ~~Issuing Entity~~ Company and Citibank, N.A., ~~not in its individual capacity but solely~~ as ~~trustee~~ Trustee (herein called the “~~Indenture~~ Trustee”~~, which term includes any successor Indenture Trustee under the Indenture~~), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective ~~rights~~ rights, limitations of rights, obligations, duties and ~~obligations~~ immunities thereunder of the ~~Issuing Entity~~Company, the ~~Indenture~~ Trustee and the ~~Holders~~ holders of the ~~Notes~~Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof limited (except as provided in the Indenture) in aggregate principal amount to $250,000,000. The ~~Notes are~~ separate series of Securities may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to ~~all terms~~ different redemption provisions (if any), may be subject to different sinking funds (if any), may be subject to different covenants and Events of ~~the Indenture. All terms used in this Note that are not otherwise defined herein and that are~~ Default (as defined in the Indenture) and may otherwise vary as in the Indenture ~~shall have the meanings assigned to them in or pursuant to the Indenture~~provided. The ~~Notes~~Indenture further provides that the Securities of a single series may be issued at various times, with different maturity dates and may bear interest at different rates. If an Event of Default with respect to Securities of this series shall occur and be continuing, then the ~~A-2 Notes~~Trustee or the holders of not less than 25% in aggregate principal amount of the Securities of this series then Outstanding may declare the principal of the Securities of this series and accrued interest thereon, if any, to be due and payable in the ~~A-3 Notes~~ manner and with the ~~A-4 Notes are and will be equally and ratably secured by the collateral pledged as security therefor as~~ effect provided in the Indenture. The Issuing Entity shall pay interest on overdue installments of interest at the A-1 Note Rate to the extent lawful. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in the Note, covenants and agrees that no recourse may be taken, directly or indirectlyIndenture permits, with ~~respect to~~ certain exceptions as therein provided, the amendment or supplementing thereof and the modification of the rights and obligations of the ~~Issuing Entity or~~ Company and the ~~Indenture Trustee on~~ rights of the ~~Notes or~~ holders of the Securities of each series to be affected under the Indenture or at any ~~certificate or other writing delivered in connection therewith, against: (i)~~ time by the ~~Indenture Trustee or~~ Company and the Trustee with the consent of the holders of not less than a majority in ~~their individual capacities~~aggregate principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, ~~(ii) any owner~~ on behalf of ~~a beneficial interest in~~ the ~~Issuing Entity or (iii) any partner~~holders of all Securities of such series, ~~owner, beneficiary, agent, officer, director or employee of: (a)~~ to waive compliance by the ~~Indenture Trustee or the Trustee in their individual capacities, (b) any holder of a beneficial interest in the Issuing Entity, the Trustee or the Indenture Trustee or of (c) any successor or assign~~ Company with certain provisions of the Indenture ~~Trustee~~ and certain past defaults or Events of Default under the ~~Trustee in their individual capacities, except as~~ Indenture and the consequences of any such ~~Person may have expressly agreed and except that any~~ defaults or Events of Default. Any such ~~partner, owner~~ consent or ~~beneficiary~~ waiver (unless revoked as provided in the Indenture) shall be ~~fully liable, to~~ conclusive and binding upon the ~~extent provided by applicable law, for~~ holder and upon all future holders of this Security and of any ~~unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such partner, owner or beneficiary. It is~~ Security issued upon the ~~intent~~ registration of ~~the Seller, the Servicer, the Noteholders and the Note Owners that, for purposes of federal and State income tax and any other tax measured in whole~~ transfer hereof or in part by income, the Notes qualify as debt. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat, and to take no action inconsistent with the treatment of, the Notes for such tax purposes as debt, except as may be required otherwise in the case of (a) the Depositor or any of its Affiliates (including, without limitation, the Issuing Entity, the Sponsor and the Originator) or (b) any Person in whose hands (exchange herefor or in ~~the hands of any predecessor holder of that Note)~~lieu hereof, ~~pursuant to Treasury regulations promulgated Section 385 of the Code, the Notes would~~ whether or not ~~be treated in their entirety as indebtedness for U.S. federal income tax purposes. Each Noteholder or holder of an interest in an A-1 Note, by acceptance~~ notation of such ~~A-1 Note~~ consent or such interest therein, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax waiver is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in an A-1 Note that fails to comply with the requirements of the preceding sentence. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will not at any time institute against the Seller or the Issuing Entity, or join in any institution against the Seller or the Issuing Entity of, any bankruptcy, reorganization or arrangement, insolvency or liquidation proceedings under any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents. Each Noteholder or Note Owner, by acceptance of a Note, or in the case of Note Owner, a beneficial interest in the Note, represents that either (a) it is not (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, (iii) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”), or (iv) a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the purchase and holding of the Note, or a beneficial interest therein, will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar applicable law. This Note and the Indenture shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such lawsmade upon this Security. No reference herein to the Indenture and no provision of this ~~Note~~ Security or of the Indenture shall alter or impair the obligation of the ~~Issuing Entity~~Company, which is absolute and unconditional, to pay the principal of and ~~interest~~ interest, if any, on this ~~Note~~ Security at the times, place and rate, if any, and in the coin or currency, herein prescribed. ~~Anything herein~~ This Security shall be exchangeable for Securities registered in the names of Persons other than the Depository with respect to such series or its nominee only as provided in this paragraph. This Security shall be so exchangeable if (x) the Depository notifies the Company that it is unwilling or unable to continue as Depository for such series or at any time ceases to be a clearing agency registered as such under the Securities Exchange Act of 1934, as amended (y) the Company executes and delivers to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither Citibank, N.A., in its individual capacity, any owner of a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees, successors or assigns Trustee an Officers’ Certificate providing that this Security shall be ~~personally liable for, nor~~ so exchangeable or (z) there shall ~~recourse~~ have occurred and be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Indenture Trustee for the sole purposes of binding the interests of the Indenture Trustee in the assets of the Issuing Entity. The Holder of this Note by the acceptance hereof, and each Note Owner by the acceptance of a beneficial interest herein, each agrees that, except as expressly provided in the Basic Documents, in the case of continuing an Event of Default ~~under~~ with respect to the ~~Indenture~~Securities of such series. Securities so issued in exchange for this Security shall be of the same series, having the same interest rate, if any, and maturity and having the same terms as this Security, in authorized denominations and in the aggregate having the same principal amount as this Security and registered in such names as the Depository for such Global Security shall direct. As provided in the Indenture and subject to certain limitations therein set forth, the ~~Holder~~ transfer of a Security of the series of which this Security is a part is registrable in the Security register, upon due presentment of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and ~~Note Owner~~ interest, if any, on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security registrar, duly executed by the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, having the same interest rate, if any, and maturity and having the same terms as this Security, of any authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of the series of which this Security is a part are issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination having the same interest rate, if any, and maturity and having the same terms as such Securities, as requested by the holder surrendering the same. No service charge shall ~~have~~ be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue and notwithstanding any notation of ownership or other writing hereon, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. No recourse for the payment of the principal of or interest, if any, on this Security, or for any claim based hereon or otherwise in respect hereof, and no ~~claim~~ recourse under or upon any obligation, covenant or agreement of the Company in the Indenture or any indenture supplemental thereto or in any Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, official or director, as such, past, present or future, of the ~~foregoing~~ Company or of any successor entity, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being by the acceptance hereof and as part of the consideration for ~~any deficiency~~the issue hereof, ~~loss or claim therefrom~~expressly waived and released; provided~~, however~~, that nothing contained herein or in the Indenture shall be taken to prevent recourse ~~to,~~ to and the enforcement ~~against, the assets~~ of the ~~Issuing Entity for~~ liability, if any, of any stockholder or subscriber to capital stock upon or in respect of shares of capital stock not fully paid. The Securities shall be redeemable at the option of the Company at any time and ~~all liabilities~~from time to time (a “Redemption Date”), ~~obligations~~ in whole or in part, at a redemption price (the “Redemption Price”) equal to the sum of (i) the principal amount of the Securities being redeemed plus accrued and ~~undertakings contained~~ unpaid interest, if any, up to but excluding the Redemption Date and (ii) the Make-Whole Amount (as defined below), if any. If the Company has given notice as provided in the Indenture and funds for the redemption of the Securities called for redemption have been made available on the Redemption Date, such Securities shall cease to bear interest on the Redemption Date. Thereafter, the only right of the holders of the Securities shall be to receive payment of the Redemption Price. The Company shall give notice of any optional redemption to holders of the Security at their addresses, as shown in the security register for the Securities, not more than 45 nor less than 30 days prior to the Redemption Date. The notice of redemption shall specify, among other items, the Redemption Price and the principal amount of the Securities held by such holder to be redeemed. If less than all of the Securities are to be redeemed, the Company shall give the Trustee at least 60 days prior notice of the Redemption Date and of the aggregate principal amount of the Securities to be redeemed, and the Trustee shall select the Securities or portions of Securities to be redeemed either pro rata or by such method as the Trustee shall deem fair and appropriate; provided that if, at the time of redemption, such Securities are registered as Global Securities, the Depository shall determine, in ~~this Note~~accordance with its procedures, the principal amount of such Securities held by each owner of beneficial interests in Global Securities to be redeemed. The Trustee may select for redemption Securities and portions of Securities in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Appears in 1 contract

Samples: Global Security Agreement (Hershey Co)

TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the ~~Notes~~ Securities of the Series designated ~~above and~~ herein referred to in the within-mentioned Indenture. ~~Dated:~~ STATE STREET BANK AND TRUST COMPANY, Trustee By............................ REVERSE OF SECURITY This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of December 1, 1987, between the Company and State Street Bank and Trust Company, as successor Trustee thereunder (herein called the "Trustee", which term includes any successor trustee under the Indenture), as supplemented by a First Supplemental Indenture, dated as of November [___], 1996, between the Company and the Trustee (herein collectively called the "Indenture"), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, limited in aggregate principal amount to [______________~~, 2024 CITIBANK, N.A., not in its individual capacity but solely as Indenture Trustee By: Name: Title: This Note is one of a duly authorized issue of Notes~~ ] dollars ($[__________]). Subject to and upon compliance with the provisions of the ~~Issuing Entity~~Indenture, ~~designated as its 5.519% Class A-1 Asset Backed~~ on the last Trading Day of each January, April, July and October, from and including January 1997 through and including July 2001, any Notes (~~herein called~~ other than Notes with respect to which a notice of exchange for Salomon Common Stock has been delivered by the ~~“A-1 Notes”~~ Company prior to such Exchange Date) will be exchangeable, at the option of the Holder, for shares of Salomon Common Stock at the Exchange Rate of [____] shares of Salomon Common Stock per Note (or at the ~~“Notes”), all issued under~~ current adjusted Exchange Rate if an ~~Indenture dated~~ adjustment has been made as ~~of May 1, 2024 (such Indenture, as supplemented or amended, is herein called the “Indenture”) between the Issuing Entity and Citibank, N.A., not~~ provided in ~~its individual capacity but solely as trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under~~ the Indenture), provided that the Closing Price of Salomon Common Stock on the Exchange Date exceeds the Exchange Price then in effect, and subject to certain additional conditions described below. In the event that a prospectus supplement and prospectus of Salomon covering the shares of Salomon Common Stock which ~~Indenture~~ may be received by a Holder of Notes upon an exchange is required to be delivered under the Securities Act of 1933 and ~~all indentures supplemental thereto reference~~ is ~~hereby~~ not made available by Salomon to the Company for use during any Exchange Period, the Company shall, on or prior to the applicable Exchange Date, upon written notice to each Holder that has complied with the procedures for exchange of Notes described herein (an "Electing Holder"), postpone such Exchange Date from time to time until such later Business Day (the "New Exchange Date") as the Company is able to deliver a ~~statement~~ Salomon Prospectus or is no longer required to do so. In the event that the Company postpones any Exchange Date, (1) no additional Notes may be delivered to the Trustee by any Holder for exchange into Salomon Common Stock at any time during the period from the original Exchange Date through and including the New Exchange Date, (2) each Electing Holder shall have the right, until the New Exchange Date, to irrevocably withdraw any Notes delivered to the Trustee on or prior to the original Exchange Date, and (3) any Notes that have not been withdrawn by an Electing Holder prior to the New Exchange Date shall be exchanged for shares of Salomon Common Stock on the New Exchange Date, provided that the Closing Price of Salomon Common Stock on the New Exchange Date exceeds the Exchange Price then in effect. In addition, if a Reorganization Event shall have occurred, the Notes shall not be exchangeable at the option of the ~~respective rights~~ Holder for any Exchange Securities during any Exchange Period if a prospectus covering such Exchange Securities is required to be delivered by the Company under the Securities Act and ~~obligations thereunder of~~ is not available to the ~~Issuing Entity, the Indenture Trustee and the Holders~~ Company for use during such Exchange Period. In connection with any redemption or exchange prior to Maturity of the Notes, the Company will notify the Depositary and the Trustee and will publish a notice in a daily newspaper of national circulation stating (1) the Exchange Rate then in effect, (2) whether the Notes will be exchanged for shares of Salomon Common Stock or redeemed for cash and (3) the redemption or Exchange Date (which shall be at least 15 days but not more than 30 days after the date of such notice). ~~The~~ On the Exchange Date with respect to any exchange of Notes ~~are subject~~ for Salomon Common Stock, such Notes shall cease to ~~all~~ be outstanding and shall be deemed to represent solely the right to receive shares of Salomon Common Stock in accordance with the terms of the Indenture. ~~All terms used~~ The Company will pay in ~~this Note that are not otherwise defined herein~~ cash the accrued and ~~that are defined in~~ unpaid interest on all Notes redeemed or exchanged to but excluding the ~~Indenture shall have~~ date of redemption or exchange. In any exchange of Notes for shares of Salomon Common Stock at or prior to Maturity of the ~~meanings assigned to them in or pursuant to the Indenture. The~~ Notes, ~~the A-2 Notes, the A-3 Notes and the A-4 Notes are and~~ no fractional shares of Salomon Common Stock will be ~~equally and ratably secured by the collateral pledged as security therefor~~ issued, as provided in the Indenture. ~~The Issuing Entity shall pay interest on overdue installments~~ If the Company exchanges Notes for shares of ~~interest at the A-1 Note Rate to the extent lawful. Each Noteholder or Note Owner~~Salomon Common Stock, ~~by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in the Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations~~ Holders of the ~~Issuing Entity or~~ Notes will be responsible for the ~~Indenture Trustee on~~ payment of any brokerage costs incurred upon the subsequent sale of such shares. If less than all the Notes then outstanding are to be redeemed or ~~under~~ exchanged prior to maturity of the Indenture or any certificate or other writing delivered in connection therewith, against: (i) the Indenture Trustee or the Trustee in their individual capacities, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of: (a) the Indenture Trustee or the Trustee in their individual capacities, (b) any holder of a beneficial interest in the Issuing EntityNotes, the Trustee will select those to be redeemed or ~~the Indenture Trustee or of (c) any successor or assign of the Indenture Trustee or the Trustee in their individual capacities, except~~ exchanged as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such partner, owner or beneficiary. It is the intent of the Seller, the Servicer, the Noteholders and the Note Owners that, for purposes of federal and State income tax and any other tax measured in a whole or in part pro rata or by ~~income,~~ lot or by such method as the Trustee shall deem fair and appropriate. Notice of redemption or exchange will be given to holders of the Notes ~~qualify as debt. Each Noteholder~~ to be redeemed or exchanged by first-class mail, postage prepaid at their last address appearing on the Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat, and to take no action inconsistent with the treatment of, the Notes for such tax purposes as debt, except as may be required otherwise in the case of (a) the Depositor or any of its Affiliates (including, without limitation, the Issuing Entity, the Sponsor and the Originator) or (b) any Person in whose hands (or in the hands of any predecessor holder of that Note), pursuant to Treasury regulations promulgated Section 385 of the Code, the Notes would not be treated in their entirety as indebtedness for U.S. federal income tax purposes. Each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in an A-1 Note that fails to comply with the requirements of the preceding sentence. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will not at any time institute against the Seller or the Issuing Entity, or join in any institution against the Seller or the Issuing Entity of, any bankruptcy, reorganization or arrangement, insolvency or liquidation proceedings under any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents. Each Noteholder or Note Owner, by acceptance of a Note, or in the case of Note Owner, a beneficial interest in the Note, represents that either (a) it is not (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, (iii) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”), or (iv) a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the purchase and holding of the Note, or a beneficial interest therein, will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar applicable law. This Note and the Indenture shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither Citibank, N.A., in its individual capacity, any owner of a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees, successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Indenture Trustee for the sole purposes of binding the interests of the Indenture Trustee in the assets of the Issuing Entity. The Holder of this Note by the acceptance hereof, and each Note Owner by the acceptance of a beneficial interest herein, each agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder and Note Owner shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this Noteregistry books.

Appears in 1 contract

Samples: Supplemental Indenture (Berkshire Hathaway Inc /De/)

Appears in 1 contract

Samples: Thirteenth Supplemental Indenture (Bp Capital Markets PLC)

Appears in 1 contract

Samples: Senior Note Agreement (Pepsico Inc)

Appears in 1 contract

Samples: Seventeenth Supplemental Indenture (Bp Capital Markets PLC)

Appears in 1 contract

Samples: Fifteenth Supplemental Indenture (Bp Capital Markets PLC)

TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the ~~Notes~~ Securities of the series designated ~~above~~ herein and referred to in the within-mentioned Indenture. Dated: ~~______________~~THE BANK OF NEW YORK, ~~2024 CITIBANK, N.A., not in its individual capacity but solely~~ as ~~Indenture~~ Trustee ~~By: Name: Title:~~ By This ~~Note~~ Security is one of a duly authorized issue of ~~Notes~~ the series of securities of the ~~Issuing Entity,~~ Company designated as its ~~5.519~~5.30% ~~Class A-1 Asset Backed~~ Senior Notes due 2015 (herein called the “~~A-1 Notes” or the “Notes~~Securities”), ~~all~~ which is issued ~~under an~~ under, with securities of one or more additional series that may be issued under, the Indenture dated as of ~~May 1~~April 13, ~~2024~~ 2005, between the Company and The Bank of New York, as trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), as amended and supplemented by the First Supplemental Indenture of even date (such Indenture, as ~~supplemented or amended~~so amended and supplemented, ~~is herein~~ being called the “Indenture”) between the Issuing Entity and Citibank, N.A., not in its individual capacity but solely as trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture), to which Indenture and all future indentures supplemental thereto reference is hereby made for a statement of the respective ~~rights~~ rights, limitations of rights, duties, obligations and ~~obligations~~ immunities thereunder of the ~~Issuing Entity~~Company, the ~~Indenture~~ Trustee and the Holders of the ~~Notes~~Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. The ~~Notes~~ Securities are subject to ~~all terms~~ redemption at the option of the Company, in whole or in part, at any time and from time to time, upon not less than 30 or more than 60 days’ notice, at a Redemption Price of 100% of their principal amount plus a Make-Whole Amount, together in the case of any such redemption with accrued and unpaid interest to the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date), all as provided in the Indenture. In the case of any redemption of Securities, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Date. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. The Securities do not have the benefit of any sinking fund or mandatory repurchase obligations. As set forth in the Indenture, an Event of Default is generally: (a) failure to pay principal upon Stated Maturity, redemption or otherwise; (b) default for 30 days in payment of interest on any of the Securities; (c) default in the performance of agreements relating to mergers, consolidations and sales of all or substantially all assets; (d) failure for 30 days after notice to comply with any other covenants in the Indenture or the Securities; (e) certain payment defaults under, or the acceleration prior to the maturity of, Debt of the Company or any Subsidiary in an aggregate principal amount in excess of $50,000,000; and (f) certain events of bankruptcy, insolvency or reorganization of the Company. If any Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in aggregate principal amount of the Outstanding Securities may declare the principal amount of all the Securities to be due and payable immediately, except that (i) in the case of an Event of Default arising from certain events of bankruptcy, insolvency or reorganization of the Company, the principal amount of the Securities will become due and payable immediately without further action or notice and (ii) in the case of an Event of Default which relates to certain payment defaults or acceleration with respect to certain Debt, any acceleration of the Securities will be automatically rescinded if any such Debt is repaid or if the default relating to such Debt is cured or waived and if the holders thereof have accelerated such Debt then such holders have rescinded their declaration of acceleration. No Holder may pursue any remedy under the Indenture unless the Trustee shall have failed to act after notice of an Event of Default and written request by Holders of at least 25% in principal amount of the Outstanding Securities, and the offer to the Trustee of indemnity reasonably satisfactory to it; however, such provision does not affect the right to sue for enforcement of any overdue payment on a Security by the Holder thereof. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing default (except default in payment of principal, premium or interest) if it determines in good faith that withholding the notice is in the interest of the Holders. The Company is required to file quarterly reports with the Trustee as to the absence or existence of defaults. The Indenture contains provisions for defeasance at any time of (i) the entire indebtedness of the Company on this Security and (ii) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by or on behalf of the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. Without the consent of any Holder, the Company and the Trustee may amend or supplement the Indenture or the Securities to cure any ambiguity, defect or inconsistency, to provide for uncertificated Securities in addition to or in place of Definitive Securities and to make certain other specified changes and other changes that do not adversely affect the rights of any Holder in any material respect. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any, on) and interest on this Security at the times, place, and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. A director, officer, employee or stockholder of the Company shall not have any personal liability under this Security or the Indenture by reason of his or its status as such director, officer, employee or stockholder. Each Holder, by accepting this Security, waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of this Security. Prior to the time of due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security is overdue, and neither the Company, the Trustee nor any agent shall be affected by notice to the contrary. All terms used in this ~~Note that are not otherwise defined herein and that~~ Security which are defined in the Indenture shall have the meanings assigned to them in ~~or pursuant to~~ the Indenture. The ~~Notes, the A-2 Notes, the A-3 Notes~~ Company will furnish to any Holder upon written request and ~~the A-4 Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in~~ without charge a copy of the Indenture. ~~The Issuing Entity shall pay interest on overdue installments of interest at the A-1 Note Rate~~ Requests may be made to the ~~extent lawful~~Company, 000 Xxxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxx 00000. ~~Each Noteholder or Note Owner~~Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, ~~by acceptance~~ the Company has caused CUSIP numbers to be printed on the Securities as a convenience to the Holders thereof. No representation is made as to the accuracy of ~~a Note, or, in~~ such numbers as printed on the ~~case of a Note Owner, a beneficial interest in the Note, covenants~~ Securities and ~~agrees that no recourse~~ reliance may be ~~taken, directly or indirectly, with respect to the obligations of the Issuing Entity or the Indenture Trustee~~ placed only on the ~~Notes or under the Indenture or any certificate or~~ other writing delivered in connection therewith, against: (i) the Indenture Trustee or the Trustee in their individual capacities, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of: (a) the Indenture Trustee or the Trustee in their individual capacities, (b) any holder of a beneficial interest in the Issuing Entity, the Trustee or the Indenture Trustee or of (c) any successor or assign of the Indenture Trustee or the Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary identifying information printed hereon. This Security shall be ~~fully liable, to the extent provided~~ governed by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such partner, owner or beneficiary. It is the intent of the Seller, the Servicer, the Noteholders and the Note Owners that, for purposes of federal and State income tax and any other tax measured in whole or in part by income, the Notes qualify as debt. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat, and to take no action inconsistent with the treatment of, the Notes for such tax purposes as debt, except as may be required otherwise in the case of (a) the Depositor or any of its Affiliates (including, without limitation, the Issuing Entity, the Sponsor and the Originator) or (b) any Person in whose hands (or in the hands of any predecessor holder of that Note), pursuant to Treasury regulations promulgated Section 385 of the Code, the Notes would not be treated in their entirety as indebtedness for U.S. federal income tax purposes. Each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in an A-1 Note that fails to comply with the requirements of the preceding sentence. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will not at any time institute against the Seller or the Issuing Entity, or join in any institution against the Seller or the Issuing Entity of, any bankruptcy, reorganization or arrangement, insolvency or liquidation proceedings under any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents. Each Noteholder or Note Owner, by acceptance of a Note, or in the case of Note Owner, a beneficial interest in the Note, represents that either (a) it is not (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, (iii) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”), or (iv) a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the purchase and holding of the Note, or a beneficial interest therein, will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar applicable law. This Note and the Indenture shall be construed in accordance with the laws of the State of New York, except to the extent that the Trust Indenture Act is applicable. (I) or (we) assign and transfer this Security to and irrevocably appoint as agent to transfer this Security on the ~~obligations, rights and remedies~~ Security Register of the ~~parties hereunder and thereunder shall be determined in accordance with such laws~~Company. ~~No reference herein~~ The agent may substitute another to act for him. Dated: Signature: (Sign exactly as name appears on the ~~Indenture and no provision~~ face of this ~~Note~~ Security) Name: Address: Phone No.: Signature Guarantee By: Signature guarantor must be an eligible guarantor institution – a bank or ~~of the Indenture shall alter~~ trust company or ~~impair the obligation of the Issuing Entity,~~ broker or dealer which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither Citibank, N.A., in its individual capacity, any owner a member of a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees, successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note registered exchange or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Indenture Trustee for the sole purposes of binding the interests of the Indenture Trustee in the assets of the Issuing Entity. The Holder of this Note by the acceptance hereof, and each Note Owner by the acceptance of a beneficial interest herein, each agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder and Note Owner shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this NoteNASD.

Appears in 1 contract

Samples: Supplemental Indenture (Xto Energy Inc)

Appears in 1 contract

Samples: Supplemental Indenture (Bp Capital Markets PLC)

TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the Notes designated ~~above and~~ therein referred to in the within-mentioned Indenture. Dated: ~~______________~~U.S. BANK NATIONAL ASSOCIATION, ~~2024 CITIBANK, N.A., not in its individual capacity but solely~~ as ~~Indenture~~ Trustee By: ~~Name: Title:~~ [ ]% SENIOR NOTES DUE [ ] This Note is one of a duly authorized issue of Notes of the ~~Issuing Entity~~Issuer, designated as its ~~5.519~~[ ]% ~~Class A-1 Asset Backed~~ Senior Notes due [ ] (herein called ~~the “A-1 Notes” or~~ the “Notes”), ~~all~~ issued under and pursuant to an Indenture dated as of ~~May 1~~[ ] (as the same may be amended or supplemented from time to time, ~~2024 (such Indenture, as supplemented or amended, is herein called~~ the “Indenture”) ~~between~~ among the ~~Issuing Entity~~ Issuer, the Guarantor and ~~Citibank~~U.S. Bank National Association, ~~N.A., not in its individual capacity but solely~~ as trustee (herein called the “~~Indenture~~ Trustee”~~, which term includes any successor Indenture Trustee under the Indenture~~), to which Indenture and all indentures supplemental thereto reference is hereby made for a ~~statement~~ description of the ~~respective rights~~ rights, limitations of rights, obligations, duties and ~~obligations~~ immunities thereunder of the ~~Issuing Entity~~Trustee, the ~~Indenture Trustee~~ Issuer, the Guarantor and the Holders of the Notes. ~~The Notes are subject to all terms of the Indenture. All terms used in this Note that are~~ Terms (whether or not ~~otherwise defined herein and~~ capitalized) that are defined in the Indenture and used but not otherwise defined in this Note shall have the respective meanings assigned to them in or pursuant to the Indenture. The Notes, the A-2 Notes, the A-3 Notes and the A-4 Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided ascribed thereto in the Indenture. ~~The Issuing Entity shall pay interest on overdue installments~~ If an Event of ~~interest at the A-1 Note Rate to the extent lawful. Each Noteholder~~ Default (other than an Event of Default specified in Section 6.01(g) or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in the Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations 6.01(h) of the ~~Issuing Entity or~~ Indenture) occurs and is continuing, unless the ~~Indenture Trustee on~~ principal of all the Notes ~~or under the Indenture or any certificate or other writing delivered in connection therewith~~shall have already become due and payable, against: (i) the Indenture Trustee or the Trustee in their individual capacities, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of: (a) the Indenture Trustee or the Trustee in their individual capacities, (b) any holder of a beneficial interest in the Issuing Entity, either the Trustee or the ~~Indenture Trustee or~~ Holders of ~~(c) any successor or assign~~ at least 25% in aggregate principal amount of the ~~Indenture Trustee or~~ Notes then outstanding, by notice in writing to the Issuer and the Guarantor (and to the Trustee ~~in their individual capacities~~if given by Noteholders), ~~except as any such Person~~ may ~~have expressly agreed~~ declare the principal amount of and ~~except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any~~ Interest accrued and unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such partner, owner or beneficiary. It is the intent of the Seller, the Servicer, the Noteholders and the Note Owners that, for purposes of federal and State income tax and any other tax measured in whole or in part by income, on all the Notes ~~qualify as debt~~to be immediately due and payable. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat, and to take no action inconsistent with the treatment of, the Notes for such tax purposes as debt, except as may be required otherwise in the case of (a) the Depositor or any of its Affiliates (including, without limitation, the Issuing Entity, the Sponsor and the Originator) or (b) any Person in whose hands (or in the hands of any predecessor holder of that Note), pursuant to Treasury regulations promulgated Section 385 of the Code, the Notes would not be treated in their entirety as indebtedness for U.S. federal income tax purposes. Each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in an A-1 Note that fails to comply with the requirements of the preceding sentence. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will not at any time institute against the Seller or the Issuing Entity, or join in any institution against the Seller or the Issuing Entity of, any bankruptcy, reorganization or arrangement, insolvency or liquidation proceedings under any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents. Each Noteholder or Note Owner, by acceptance of a Note, or in the case of Note Owner, a beneficial interest in the Note, represents that either (a) it is not (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, (iii) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”), or (iv) a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the purchase and holding of the Note, or a beneficial interest therein, will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar applicable law. This Note and the Indenture shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither Citibank, N.A., in its individual capacity, any owner of a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees, successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Indenture Trustee for the sole purposes of binding the interests of the Indenture Trustee in the assets of the Issuing Entity. The Holder of this Note by the acceptance hereof, and each Note Owner by the acceptance of a beneficial interest herein, each agrees that, except as expressly provided in the Basic Documents, in the case of If an Event of Default ~~under the Indenture, the Holder and Note Owner shall have no claim against any~~ specified in Section 6.01(g) or 6.01(h) of the ~~foregoing for any deficiency~~Indenture occurs and is continuing, ~~loss or claim therefrom; provided, however, that nothing contained herein~~ then the principal amount of and Interest accrued and unpaid on all the Notes shall be ~~taken to prevent recourse to,~~ immediately due and ~~enforcement against,~~ payable without any declaration or other action on the ~~assets~~ part of the ~~Issuing Entity for~~ Trustee or any ~~and all liabilities, obligations and undertakings contained in the Indenture or in this Note~~Holder of Notes.

Appears in 1 contract

Samples: Indenture (Kilroy Realty, L.P.)

Appears in 1 contract

Samples: Twenty Eighth Supplemental Indenture (Bp Capital Markets PLC)

TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the ~~Notes~~ Securities of the series designated ~~above and~~ therein referred to in the within-mentioned Indenture. ~~Dated: ______________~~The Bank of New York Mellon, ~~2024 CITIBANK, N.A., not in its individual capacity but solely~~ as ~~Indenture~~ Trustee By: ~~Name: Title~~Authorized Signatory Dated: This Note is one of a duly authorized issue of ~~Notes~~ debentures, notes or other evidences of indebtedness of the ~~Issuing Entity, designated as its 5.519% Class A-1 Asset Backed Notes~~ Company (herein called the “~~A-1 Notes” or the “Notes~~Securities”), ~~all~~ issued and to be issued in one or more series under an ~~Indenture~~ Indenture, dated as of May 121, ~~2024~~ 2007 (~~such Indenture, as supplemented or amended, is~~ herein called the “Indenture”) ), between the ~~Issuing Entity~~ Company and ~~Citibank~~The Bank of New York Mellon, ~~N.A., not in its individual capacity but solely~~ as ~~trustee~~ Trustee (herein called the “~~Indenture~~ Trustee”, ,” which term includes any successor ~~Indenture Trustee~~ trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights ~~and obligations~~ thereunder of the ~~Issuing Entity~~Company, the ~~Indenture Trustee~~ Trustee, and the Holders of the ~~Notes. The Notes~~ Securities, the terms upon which the Securities are, and are ~~subject~~ to ~~all terms~~ be, authenticated and delivered, and the definition of ~~the Indenture. All~~ capitalized terms used ~~in this Note that are~~ herein and not otherwise defined ~~herein and that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture~~herein. The ~~Notes~~Securities may be issued in one or more series, ~~the A-2 Notes~~which different series may be issued in various aggregate principal amounts, ~~the A-3 Notes~~ may be denominated in different currencies, may mature at different times, may bear interest (if any) at different rates (which rates may be fixed or variable), may be subject to different redemption provisions (if any), may be subject to different sinking, purchase, or analogous funds (if any), may be subject to different covenants and ~~the A-4 Notes are~~ Events of Default, and ~~will be equally and ratably secured by the collateral pledged as security therefor~~ may otherwise vary as provided in the Indenture. ~~The Issuing Entity shall pay interest on overdue installments of interest at the A-1~~ This Note ~~Rate to the extent lawful. Each Noteholder or Note Owner, by acceptance~~ is one of a ~~Note, or, in the case~~ series of ~~a Note Owner, a beneficial interest in the Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations~~ Securities of the ~~Issuing Entity or the Indenture Trustee~~ Company designated as set forth on the face hereof (herein called the “Notes”), initially issued on November 9, 2018 (the “Initial Issue Date”) and initially limited in aggregate principal amount to $ . The Notes ~~or under the Indenture or any certificate or other writing delivered in connection therewith~~will be redeemable, against: (i) the Indenture Trustee or the Trustee in their individual capacities, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of: (a) the Indenture Trustee or the Trustee in their individual capacities, (b) any holder of a beneficial interest in the Issuing Entity, the Trustee or the Indenture Trustee or of (c) any successor or assign of the Indenture Trustee or the Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such partner, owner or beneficiary. It is the intent of the Seller, the Servicer, the Noteholders and the Note Owners that, for purposes of federal and State income tax and any other tax measured in whole or in ~~part~~ part, upon not less than 30 nor more than 60 days’ notice, at any time at the option of the Company, at the Redemption Price equal to the greater of: (1) 100% of the principal amount of the Notes being redeemed, or (2) as determined by ~~income~~the Independent Investment Banker, the ~~Notes qualify as debt. Each Noteholder or Note Owner, by acceptance~~ sum of ~~a Note, or, in~~ the ~~case~~ present values of ~~a Note Owner, a beneficial~~ the remaining scheduled payments of principal and interest ~~in a Note, agrees to treat, and to take no action inconsistent with the treatment of,~~ on the Notes ~~for such tax purposes as debt, except as may be required otherwise in~~ being redeemed from the case of (a) the Depositor or any of its Affiliates (including, without limitation, the Issuing Entity, the Sponsor and the Originator) or (b) any Person in whose hands (or in the hands of any predecessor holder of that Note), pursuant to Treasury regulations promulgated Section 385 of the Code, the Notes would not be treated in their entirety as indebtedness for U.S. federal income tax purposes. Each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees to provide Redemption Date to the ~~Indenture Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and,~~ Scheduled Maturity Date discounted to the ~~extent FATCA Withholding Tax~~ date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate plus 25 basis points; plus, for (1) and (2) above, whichever is applicable, ~~the Noteholder FATCA Information. In addition, each Noteholder or holder of an~~ accrued and unpaid interest ~~in an A-1 Note, by acceptance of~~ on such A-1 Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in an A-1 Note that fails to comply with the requirements of the preceding sentence. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will not at any time institute against the Seller or the Issuing Entity, or join in any institution against the Seller or the Issuing Entity of, any bankruptcy, reorganization or arrangement, insolvency or liquidation proceedings under any United States federal or State bankruptcy or similar law in connection with any obligations relating Notes to the ~~Notes, the Indenture or the Basic Documents~~date of redemption. ~~Each Noteholder or Note Owner, by acceptance~~ Notice of a Note, or in the case of Note Owner, a beneficial interest in the Note, represents that either (a) it is not (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, (iii) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”), or (iv) a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the purchase and holding of the Note, or a beneficial interest therein, will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar applicable law. This Note and the Indenture redemption shall be ~~construed in accordance with~~ transmitted at least 30 days but not more than 60 days before the ~~laws of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall~~ redemption date to each Holder whose Notes are to be determined in accordance with such laws. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this Note redeemed at the times, place and rate, and in the coin or currency, herein prescribed. Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither Citibank, N.A., in its individual capacity, any owner of a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees, successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Indenture Trustee for the sole purposes of binding the interests of the Indenture Trustee in the assets of the Issuing Entity. The Holder of this Note by the acceptance hereof, and each Note Owner by the acceptance of a beneficial interest herein, each agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder and Note Owner shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this Noteregistered address.

Appears in 1 contract

Samples: Senior Note Agreement (Pepsico Inc)

TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the ~~Notes~~ Securities of the series designated ~~above and~~ herein referred to in the within-mentioned Indenture. ~~Dated: ______________, 2024 CITIBANK, N.A., not in its individual capacity but solely as Indenture Trustee By: Name: Title:~~ This ~~Note~~ Security is one of a duly authorized issue of ~~Notes~~ securities of the ~~Issuing Entity, designated as its 5.519% Class A-1 Asset Backed Notes~~ Company (herein called the “~~A-1 Notes” or the “Notes~~Securities”), ~~all~~ issued and to be issued in one or more series under an ~~Indenture~~ Indenture, dated as of ~~May 1~~March 8, ~~2024~~ 2002 (~~such Indenture, as supplemented or amended, is~~ herein called the “Base Indenture”~~) between~~ ), among the ~~Issuing Entity and Citibank~~Company, ~~N.A.~~as Issuer, ~~not in its individual capacity but solely~~ BP p.l.c., as ~~trustee~~ Guarantor (herein called the “~~Indenture~~ Guarantor”), and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the “Trustee”, which term includes any successor ~~Indenture Trustee~~ trustee under the Indenture)) (such Base Indenture as supplemented by the Twenty-Third Supplemental Indenture, dated as of February 13, 2015, the “Indenture”) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective ~~rights~~ rights, limitation of rights, duties and ~~obligations~~ immunities thereunder of the ~~Issuing Entity~~Company, the ~~Indenture~~ Guarantor, the Trustee and the Holders of the ~~Notes~~Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited to $250,000,000 in aggregate principal amount. The ~~Notes are subject to all terms of the Indenture. All terms used in this Note that are not otherwise defined herein and that are defined in the Indenture~~ rate at which interest shall have the meanings assigned to them in or pursuant to the Indenture. The Notes, the A-2 Notes, the A-3 Notes and the A-4 Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture. The Issuing Entity shall pay interest on overdue installments of interest at the A-1 Note Rate to the extent lawful. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in the Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity or the Indenture Trustee accrue on the ~~Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against: (i) the Indenture Trustee or the Trustee in their individual capacities, (ii) any owner~~ unpaid principal amount of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of: (a) the Indenture Trustee or the Trustee in their individual capacities, (b) any holder of a beneficial interest in the Issuing Entity, the Trustee or the Indenture Trustee or of (c) any successor or assign of the Indenture Trustee or the Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary this Security for each Interest Period shall be ~~fully liable, to~~ the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such partner, owner or beneficiary. It is the intent of the Seller, the Servicer, the Noteholders and the Note Owners that, for purposes of federal and State income tax and any other tax measured in whole or in part by income, the Notes qualify as debt. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat, and to take no action inconsistent with the treatment of, the Notes for such tax purposes as debt, except as may be required otherwise in the case of (a) the Depositor or any of its Affiliates (including, without limitation, the Issuing Entity, the Sponsor and the Originator) or (b) any Person in whose hands (or in the hands of any predecessor holder of that Note), pursuant to Treasury regulations promulgated Section 385 of the Code, the Notes would not be treated in their entirety as indebtedness for U.S. federal income tax purposes. Each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in an A-1 Note that fails to comply with the requirements of the preceding sentence. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will not at any time institute against the Seller or the Issuing Entity, or join in any institution against the Seller or the Issuing Entity of, any bankruptcy, reorganization or arrangement, insolvency or liquidation proceedings under any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents. Each Noteholder or Note Owner, by acceptance of a Note, or in the case of Note Owner, a beneficial interest in the Note, represents that either (a) it is not (i) an employee benefit plan relevant Interest Rate (as defined ~~in Section 3(3~~below) for that Interest Period and payments of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, (iii) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”), or (iv) a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the purchase and holding of the Note, or a beneficial interest therein, will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar applicable law. This Note and the Indenture shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this ~~Note~~ Security will include interest accrued to but excluding the respective Interest Payment Dates. Such interest shall accrue on the basis of the actual number of days in each Interest Period and a year of 360 days. This Security will accrue interest for each Interest Period at ~~the times, place and~~ a per annum rate, ~~and in~~ subject to a maximum interest rate permitted by New York or other applicable state law, as such law may be modified by United States law of general application (the ~~coin or currency~~“Interest Rate”). The Interest Rate for any Interest Period will be Three-Month LIBOR, ~~herein prescribed. Anything herein to the contrary notwithstanding, except~~ as expressly provided in the Basic Documents, neither Citibank, N.A., in its individual capacity, any owner of a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees, successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made determined by the ~~Indenture Trustee for~~ Calculation Agent on the ~~sole purposes of binding~~ Interest Determination Date (or February 11, 2015, if applicable), plus the ~~interests of the Indenture Trustee in the assets of the Issuing Entity~~Spread. The ~~Holder of this Note by the acceptance hereof, and~~ Interest Rate will be reset quarterly on each Note Owner by the acceptance of a beneficial interest herein, each agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder and Note Owner shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this NoteInterest Reset Date.

Appears in 1 contract

Samples: Twenty Third Supplemental Indenture (Bp Capital Markets PLC)

TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the ~~Notes designated above and referred to~~ Series 2024A, Tranche A Bonds designated, described or provided for in the within-mentioned Indenture. ~~Dated~~DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By: Date of Authentication: [END OF FORM OF BOND] PART IB FORM OF SERIES 2024A, TRANCHE B BONDS The form of the definitive registered bond of the Series 2024A, Tranche B Bonds and the Trustee’s certificate of authentication to be borne by such bonds are to be substantially in the following forms, respectively: [FORM OF SERIES 2024A, TRANCHE B BOND] No.: 2024A PPN: 843163 D*4 Original Issue Date: August 29, 2024 Principal Amount: $[__________] Interest Rate: 5.28% Maturity Date: September 1, 2036 Redemption Terms, if any: As described below. Other Terms: As described below. Southern Indiana Gas and Electric Company, an Indiana corporation (the “Company”), for value received hereby promises to pay to [________________] or its registered assigns, ~~2024 CITIBANK~~the principal sum of [____________] Dollars on the Maturity Date set forth above, ~~N.A.~~subject to prior redemption, ~~not~~ and to pay interest thereon from the Original Issue Date set forth above, or from the most recent date to which interest has been paid or duly provided for, semiannually in ~~its individual capacity but solely as Indenture Trustee By: Name: Title: This Note is one of a duly authorized issue of Notes of the Issuing Entity~~arrears on March 1 and September 1 in each year (each, ~~designated as its 5.519% Class A-1 Asset Backed Notes (herein called the~~ an “~~A-1 Notes” or the “Notes~~Interest Payment Date”), ~~all issued under an Indenture dated as of May~~ commencing March 1, ~~2024 (such Indenture~~2025, at the per annum Interest Rate set forth above, until the principal hereof is paid. No interest shall accrue on or after the Maturity Date so long as ~~supplemented or amended~~the principal amount of this Bond is paid in full on the Maturity Date, ~~is herein~~ and if this Bond shall be duly called ~~the “Indenture”) between the Issuing Entity and Citibank~~for redemption, ~~N.A.~~interest shall accrue until, but not in its individual capacity but solely as trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuing Entityincluding, the ~~Indenture Trustee and the Holders of the Notes~~redemption date. The ~~Notes are subject to all terms of the Indenture. All terms used in this Note that are not otherwise defined herein~~ interest so payable and ~~that are defined in the Indenture shall have the meanings assigned to them in~~ punctually paid or ~~pursuant to the Indenture. The Notes~~duly provided for on any such Interest Payment Date will, ~~the A-2 Notes, the A-3 Notes and the A-4 Notes are and will be equally and ratably secured by the collateral pledged as security therefor~~ as provided in the Indenture, be paid to the Person in whose name this Bond is registered at the close of business on the “Regular Record Date” for such interest, which shall be February 15 or August 15 as the case may be (whether or not such day is a business day), next preceding such Interest Payment Date; provided that interest payable on the Maturity Date set forth above or, if applicable, upon redemption or acceleration, shall be payable to the Person to whom principal shall be payable. ~~The Issuing Entity~~ To the extent permitted by law, the Company shall pay interest on overdue installments of interest at the A-1 Note Rate to the extent lawful. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in the Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against: (i) the Indenture Trustee or the Trustee in their individual capacities, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of: (a) ~~the Indenture Trustee or the Trustee in their individual capacities,~~ on any overdue payment of interest and (b) ~~any holder of a beneficial interest in~~ during the Issuing Entity, the Trustee or the Indenture Trustee or of (c) any successor or assign of the Indenture Trustee or the Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such partner, owner or beneficiary. It is the intent of the Seller, the Servicer, the Noteholders and the Note Owners that, for purposes of federal and State income tax and any other tax measured in whole or in part by income, the Notes qualify as debt. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat, and to take no action inconsistent with the treatment of, the Notes for such tax purposes as debt, except as may be required otherwise in the case of (a) the Depositor or any of its Affiliates (including, without limitation, the Issuing Entity, the Sponsor and the Originator) or (b) any Person in whose hands (or in the hands of any predecessor holder of that Note), pursuant to Treasury regulations promulgated Section 385 of the Code, the Notes would not be treated in their entirety as indebtedness for U.S. federal income tax purposes. Each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in an A-1 Note that fails to comply with the requirements of the preceding sentence. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will not at any time institute against the Seller or the Issuing Entity, or join in any institution against the Seller or the Issuing Entity of, any bankruptcy, reorganization or arrangement, insolvency or liquidation proceedings under any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents. Each Noteholder or Note Owner, by acceptance of a Note, or in the case of Note Owner, a beneficial interest in the Note, represents that either (a) it is not (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, (iii) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”), or (iv) a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the purchase and holding of the Note, or a beneficial interest therein, will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar applicable law. This Note and the Indenture shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither Citibank, N.A., in its individual capacity, any owner of a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees, successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Indenture Trustee for the sole purposes of binding the interests of the Indenture Trustee in the assets of the Issuing Entity. The Holder of this Note by the acceptance hereof, and each Note Owner by the acceptance of a beneficial interest herein, each agrees that, except as expressly provided in the Basic Documents, in the case continuance of an Event of Default, on the unpaid principal of this Bond and on any overdue payment of any Make-Whole Amount, at the Default ~~under~~ Rate (as hereinafter defined). Default Rate means 1% above the Indenture, the Holder and Note Owner shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this NoteInterest Rate stated above.

Appears in 1 contract

Samples: Bond Purchase Agreement (Centerpoint Energy Inc)

TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the ~~Notes~~ Securities of the series designated ~~above~~ herein and referred to in the within-mentioned Indenture. Dated: ~~______________~~December 13, ~~2024 CITIBANK~~2010 U.S. BANK NATIONAL ASSOCIATION, ~~N.A., not in its individual capacity but solely~~ as ~~Indenture~~ Trustee By: ~~Name: Title:~~ Authorized Signatory This ~~Note~~ Security is one of a duly authorized issue of ~~Notes~~ securities of the ~~Issuing Entity, designated as its 5.519% Class A-1 Asset Backed Notes~~ Company (herein called the “~~A-1 Notes” or the “Notes~~Securities”), ~~all~~ issued and to be issued in one or more series under an ~~Indenture~~ Indenture, dated as of May 114, ~~2024~~ 2009 (~~such Indenture, as supplemented or amended, is~~ herein called the “Indenture”) ), between the ~~Issuing Entity~~ Company and ~~Citibank~~U.S. Bank National Association, ~~N.A., not in its individual capacity but solely~~ as ~~trustee~~ Trustee (herein called the “~~Indenture~~ Trustee”~~, which term includes any successor Indenture Trustee under the Indenture~~), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective ~~rights~~ rights, limitations of rights, obligations, duties and ~~obligations~~ immunities thereunder of the ~~Issuing Entity~~Company, the ~~Indenture~~ Trustee and the ~~Holders~~ holders of the ~~Notes~~Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof limited (except as provided in the Indenture) in aggregate principal amount to $350,000,000. The ~~Notes are~~ separate series of Securities may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to ~~all terms~~ different redemption provisions (if any), may be subject to different sinking funds (if any), may be subject to different covenants and Events of ~~the Indenture. All terms used in this Note that are not otherwise defined herein and that are~~ Default (as defined in the Indenture) and may otherwise vary as in the Indenture ~~shall have the meanings assigned to them in or pursuant to the Indenture~~provided. The ~~Notes~~Indenture further provides that the Securities of a single series may be issued at various times, with different maturity dates and may bear interest at different rates. If an Event of Default with respect to Securities of this series shall occur and be continuing, then the ~~A-2 Notes~~Trustee or the holders of not less than 25% in aggregate principal amount of the Securities of this series then Outstanding may declare the principal of the Securities of this series and accrued interest thereon, if any, to be due and payable in the ~~A-3 Notes~~ manner and with the ~~A-4 Notes are and will be equally and ratably secured by the collateral pledged as security therefor as~~ effect provided in the Indenture. The Issuing Entity shall pay interest on overdue installments of interest at the A-1 Note Rate to the extent lawful. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in the Note, covenants and agrees that no recourse may be taken, directly or indirectlyIndenture permits, with ~~respect to~~ certain exceptions as therein provided, the amendment or supplementing thereof and the modification of the rights and obligations of the ~~Issuing Entity or~~ Company and the ~~Indenture Trustee on~~ rights of the ~~Notes or~~ holders of the Securities of each series to be affected under the Indenture or at any ~~certificate or other writing delivered in connection therewith, against: (i)~~ time by the ~~Indenture Trustee or~~ Company and the Trustee with the consent of the holders of not less than a majority in ~~their individual capacities~~aggregate principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, ~~(ii) any owner~~ on behalf of ~~a beneficial interest in~~ the ~~Issuing Entity or (iii) any partner~~holders of all Securities of such series, ~~owner, beneficiary, agent, officer, director or employee of: (a)~~ to waive compliance by the ~~Indenture Trustee or the Trustee in their individual capacities, (b) any holder of a beneficial interest in the Issuing Entity, the Trustee or the Indenture Trustee or of (c) any successor or assign~~ Company with certain provisions of the Indenture ~~Trustee~~ and certain past defaults or Events of Default under the ~~Trustee in their individual capacities, except as~~ Indenture and the consequences of any such ~~Person may have expressly agreed and except that any~~ defaults or Events of Default. Any such ~~partner, owner~~ consent or ~~beneficiary~~ waiver (unless revoked as provided in the Indenture) shall be ~~fully liable, to~~ conclusive and binding upon the ~~extent provided by applicable law, for~~ holder and upon all future holders of this Security and of any ~~unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such partner, owner or beneficiary. It is~~ Security issued upon the ~~intent~~ registration of ~~the Seller, the Servicer, the Noteholders and the Note Owners that, for purposes of federal and State income tax and any other tax measured in whole~~ transfer hereof or in part by income, the Notes qualify as debt. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat, and to take no action inconsistent with the treatment of, the Notes for such tax purposes as debt, except as may be required otherwise in the case of (a) the Depositor or any of its Affiliates (including, without limitation, the Issuing Entity, the Sponsor and the Originator) or (b) any Person in whose hands (exchange herefor or in ~~the hands of any predecessor holder of that Note)~~lieu hereof, ~~pursuant to Treasury regulations promulgated Section 385 of the Code, the Notes would~~ whether or not ~~be treated in their entirety as indebtedness for U.S. federal income tax purposes. Each Noteholder or holder of an interest in an A-1 Note, by acceptance~~ notation of such ~~A-1 Note~~ consent or such interest therein, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax waiver is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in an A-1 Note that fails to comply with the requirements of the preceding sentence. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will not at any time institute against the Seller or the Issuing Entity, or join in any institution against the Seller or the Issuing Entity of, any bankruptcy, reorganization or arrangement, insolvency or liquidation proceedings under any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents. Each Noteholder or Note Owner, by acceptance of a Note, or in the case of Note Owner, a beneficial interest in the Note, represents that either (a) it is not (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, (iii) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”), or (iv) a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the purchase and holding of the Note, or a beneficial interest therein, will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar applicable law. This Note and the Indenture shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such lawsmade upon this Security. No reference herein to the Indenture and no provision of this ~~Note~~ Security or of the Indenture shall alter or impair the obligation of the ~~Issuing Entity~~Company, which is absolute and unconditional, to pay the principal of and ~~interest~~ interest, if any, on this ~~Note~~ Security at the times, place and rate, if any, and in the coin or currency, herein prescribed. ~~Anything herein~~ This Security shall be exchangeable for Securities registered in the names of Persons other than the Depository with respect to such series or its nominee only as provided in this paragraph. This Security shall be so exchangeable if (x) the Depository notifies the Company that it is unwilling or unable to continue as Depository for such series or at any time ceases to be a clearing agency registered as such under the Securities Exchange Act of 1934, as amended (y) the Company executes and delivers to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither Citibank, N.A., in its individual capacity, any owner of a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees, successors or assigns Trustee an Officers’ Certificate providing that this Security shall be ~~personally liable for, nor~~ so exchangeable or (z) there shall ~~recourse~~ have occurred and be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Indenture Trustee for the sole purposes of binding the interests of the Indenture Trustee in the assets of the Issuing Entity. The Holder of this Note by the acceptance hereof, and each Note Owner by the acceptance of a beneficial interest herein, each agrees that, except as expressly provided in the Basic Documents, in the case of continuing an Event of Default ~~under~~ with respect to the ~~Indenture~~Securities of such series. Securities so issued in exchange for this Security shall be of the same series, having the same interest rate, if any, and maturity and having the same terms as this Security, in authorized denominations and in the aggregate having the same principal amount as this Security and registered in such names as the Depository for such Global Security shall direct. As provided in the Indenture and subject to certain limitations therein set forth, the ~~Holder~~ transfer of a Security of the series of which this Security is a part is registrable in the Security register, upon due presentment of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and ~~Note Owner~~ interest, if any, on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security registrar, duly executed by the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, having the same interest rate, if any, and maturity and having the same terms as this Security, of any authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of the series of which this Security is a part are issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination having the same interest rate, if any, and maturity and having the same terms as such Securities, as requested by the holder surrendering the same. No service charge shall ~~have~~ be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue and notwithstanding any notation of ownership or other writing hereon, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. No recourse for the payment of the principal of or interest, if any, on this Security, or for any claim based hereon or otherwise in respect hereof, and no ~~claim~~ recourse under or upon any obligation, covenant or agreement of the Company in the Indenture or any indenture supplemental thereto or in any Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, official or director, as such, past, present or future, of the ~~foregoing~~ Company or of any successor entity, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being by the acceptance hereof and as part of the consideration for ~~any deficiency~~the issue hereof, ~~loss or claim therefrom~~expressly waived and released; provided~~, however~~, that nothing contained herein or in the Indenture shall be taken to prevent recourse ~~to,~~ to and the enforcement ~~against, the assets~~ of the ~~Issuing Entity for~~ liability, if any, of any stockholder or subscriber to capital stock upon or in respect of shares of capital stock not fully paid. The Securities shall be redeemable at the option of the Company at any time and ~~all liabilities~~from time to time (a “Redemption Date”), ~~obligations~~ in whole or in part, at a redemption price (the “Redemption Price”) equal to the sum of (i) the principal amount of the Securities being redeemed plus accrued and ~~undertakings contained~~ unpaid interest, if any, up to but excluding the Redemption Date and (ii) the Make-Whole Amount (as defined below), if any. If the Company has given notice as provided in the Indenture and funds for the redemption of the Securities called for redemption have been made available on the Redemption Date, such Securities shall cease to bear interest on the Redemption Date. Thereafter, the only right of the holders of the Securities shall be to receive payment of the Redemption Price. The Company shall give notice of any optional redemption to holders of the Security at their addresses, as shown in the security register for the Securities, not more than 45 nor less than 30 days prior to the Redemption Date. The notice of redemption shall specify, among other items, the Redemption Price and the principal amount of the Securities held by such holder to be redeemed. If less than all of the Securities are to be redeemed, the Company shall give the Trustee at least 60 days’ prior notice of the Redemption Date and of the aggregate principal amount of the Securities to be redeemed, and the Trustee shall select the Securities or portions of Securities to be redeemed either pro rata or by such method as the Trustee shall deem fair and appropriate; provided that if, at the time of redemption, such Securities are registered as Global Securities, the Depository shall determine, in ~~this Note~~accordance with its procedures, the principal amount of such Securities held by each owner of beneficial interests in Global Securities to be redeemed. The Trustee may select for redemption Securities and portions of Securities in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Appears in 1 contract

Samples: Global Security Agreement (Hershey Co)

Appears in 1 contract

Samples: Senior Note Agreement (Pepsico Inc)

Appears in 1 contract

Samples: Twenty Eighth Supplemental Indenture (Bp Capital Markets PLC)

Appears in 1 contract

Samples: Supplemental Indenture (Bp Capital Markets PLC)

TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the ~~Notes~~ Securities of the series designated ~~above and~~ herein referred to in the within-mentioned Indenture. ~~Dated: ______________, 2024 CITIBANK~~The Bank of New York Mellon Trust Company, N.A., ~~not in its individual capacity but solely~~ as ~~Indenture~~ Trustee ~~By: Name: Title:~~ By This ~~Note~~ Security is one of a duly authorized issue of ~~Notes~~ securities of the ~~Issuing Entity, designated as its 5.519% Class A-1 Asset Backed Notes~~ Company (herein called the “~~A-1 Notes” or the “Notes~~Securities”), ~~all~~ issued and to be issued in one or more series under an ~~Indenture~~ Indenture, dated as of ~~May 1~~March 8, ~~2024~~ 2002 (~~such Indenture, as supplemented or amended, is~~ herein called the “Base Indenture”~~) between~~ ), among the ~~Issuing Entity and Citibank~~Company, ~~N.A.~~as Issuer, ~~not in its individual capacity but solely~~ BP p.l.c., as ~~trustee~~ Guarantor (herein called the “~~Indenture~~ Guarantor”), and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the “Trustee”, which term includes any successor ~~Indenture Trustee~~ trustee under the Indenture) (such Base Indenture as supplemented by the Seventeenth Supplemental Indenture, dated as of November 6, 2012 (the “Indenture”), ) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective ~~rights~~ rights, limitation of rights, duties and ~~obligations~~ immunities thereunder of the ~~Issuing Entity~~Company, the ~~Indenture~~ Guarantor, the Trustee and the Holders of the ~~Notes~~Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~The Notes are subject~~ This Security is one of the series designated on the face hereof, initially limited to ~~all terms~~ $1,000,000,000 in aggregate principal amount. This Security is not redeemable prior to November 6, 2015 (the “Stated Maturity”), except that this Security may be redeemed pursuant to Section 1108 of the Indenture; the date specified for the Securities of this series, for purposes of said Section 1108, is November 1, 2012. ~~All terms used in~~ Interest will be computed on the basis of a 360-day year of twelve 30-day months. If an Event of Default with respect to Securities of this ~~Note that are not otherwise defined herein~~ series shall occur and ~~that are defined~~ be continuing, the principal of the Securities of this series may be declared due and payable in the ~~Indenture shall have~~ manner and with the meanings assigned to them in or pursuant to the Indenture. The Notes, the A-2 Notes, the A-3 Notes and the A-4 Notes are and will be equally and ratably secured by the collateral pledged as security therefor as effect provided in the Indenture. The Issuing Entity shall pay interest on overdue installments of interest at the A-1 Note Rate to the extent lawful. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in the Note, covenants and agrees that no recourse may be taken, directly or indirectlyIndenture permits, with ~~respect to~~ certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the ~~Issuing Entity or~~ Company and the ~~Indenture Trustee on~~ Guarantor and the ~~Notes or~~ rights of the Holders of the Securities of each series to be affected under the Indenture or at any ~~certificate or other writing delivered~~ time by the Company, the Guarantor and the Trustee with the consent of the Holders of a majority in ~~connection therewith~~principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, ~~against: (i)~~ on behalf of the ~~Indenture Trustee~~ Holders of all Securities of such series, to waive compliance by the Company or the ~~Trustee in their individual capacities~~Guarantor, ~~(ii) any owner of a beneficial interest in the Issuing Entity~~ or ~~(iii) any partner~~both, owner, beneficiary, agent, officer, director or employee of: (a) the Indenture Trustee or the Trustee in their individual capacities, (b) any holder of a beneficial interest in the Issuing Entity, the Trustee or the Indenture Trustee or of (c) any successor or assign with certain provisions of the Indenture ~~Trustee~~ and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the ~~Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary~~ Holder of this Security shall be ~~fully liable, to~~ conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such partner, owner or beneficiary. It is the intent registration of ~~the Seller, the Servicer, the Noteholders and the Note Owners that, for purposes of federal and State income tax and any other tax measured in whole~~ transfer hereof or in part by income, the Notes qualify as debt. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat, and to take no action inconsistent with the treatment of, the Notes for such tax purposes as debt, except as may be required otherwise in the case of (a) the Depositor or any of its Affiliates (including, without limitation, the Issuing Entity, the Sponsor and the Originator) or (b) any Person in whose hands (exchange herefor or in ~~the hands of any predecessor holder of that Note)~~lieu hereof, ~~pursuant to Treasury regulations promulgated Section 385 of the Code, the Notes would~~ whether or not ~~be treated in their entirety as indebtedness for U.S. federal income tax purposes. Each Noteholder or holder of an interest in an A-1 Note, by acceptance~~ notation of such ~~A-1 Note~~ consent or such interest therein, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax waiver is ~~applicable, the Noteholder FATCA Information~~made upon this Security. ~~In addition, each Noteholder or holder of an interest~~ As provided in ~~an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law~~ and without any corresponding gross-up) payable to a Noteholder or holder of an interest in an A-1 Note that fails to comply with the requirements of the preceding sentence. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will not at any time institute against the Seller or the Issuing Entity, or join in any institution against the Seller or the Issuing Entity of, any bankruptcy, reorganization or arrangement, insolvency or liquidation proceedings under any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents. Each Noteholder or Note Owner, by acceptance of a Note, or in the case of Note Owner, a beneficial interest in the Note, represents that either (a) it is not (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of ~~Title I~~ the Indenture, the Holder of ~~ERISA~~this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, ~~(ii)~~ unless such Holder shall have previously given the Trustee written notice of a ~~plan described~~ continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in ~~Section 4975(e)(1)~~ principal amount of the ~~Code, (iii) any entity whose underlying assets include plan assets~~ Securities of ~~any~~ this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the foregoing (each a “Benefit Plan”), or (iv) a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the purchase and holding of the Note, or a beneficial interest therein, will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar applicable law. This Note and the Indenture shall be construed in accordance with the laws of the State of New YorkTrustee reasonable indemnity, and the ~~obligations, rights and remedies~~ Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the ~~parties hereunder and thereunder shall be determined in accordance~~ time Outstanding a direction inconsistent with such ~~laws~~request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or interest hereon on or after the respective due dates expressed or provided for herein. No reference herein to the Indenture and no provision of this ~~Note~~ Security or of the Indenture shall alter or impair the obligation of the ~~Issuing Entity~~Company, which is absolute and unconditional, to pay the principal of and interest on this ~~Note~~ Security at the times, place and rate, and in the coin or currency, herein prescribed. ~~Anything herein to the contrary notwithstanding, except as expressly~~ As provided in the ~~Basic Documents~~Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes (subject to Section 307 of the Indenture), whether or not this Security be overdue, and neither ~~Citibank~~the Company, ~~N.A.~~the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. The Indenture provides that the Company and the Guarantor, at the Guarantor’s option, (a) will be discharged from any and all obligations in respect of the Securities (except for certain obligations to register the transfer or exchange of Securities, replace stolen, lost or mutilated Securities, maintain paying agencies and hold moneys for payment in trust) or (b) need not comply with certain restrictive covenants of the Indenture, in ~~its individual capacity~~each case if the Company or the Guarantor deposits, ~~any owner of a beneficial interest~~ in trust, with the ~~Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees, successors~~ Trustee money or ~~assigns shall be personally liable for, nor shall recourse be had to any of them for,~~ Government Obligations which through the payment of interest thereon and principal thereof in accordance with their terms will provide money, in an amount sufficient to pay all the principal of or and interest onon the Securities on the dates such payments are due in accordance with the terms of such Securities and Guarantees, ~~or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations~~ and ~~indemnifications have been made by the Indenture Trustee for the sole purposes of binding the interests of the Indenture Trustee~~ certain other conditions are satisfied. Except in the ~~assets~~ limited circumstances described in Section 305 of the Issuing Entity. The Holder of this Note by the acceptance hereof, and each Note Owner by the acceptance of a beneficial interest herein, each agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the ~~Holder~~ Securities of this series shall be issued in the form of one or more Global Securities and ~~Note Owner~~ The Depository Trust Company shall be the Depositary for such Global Security or Securities. All terms used in this Security which are defined in the Indenture shall have ~~no claim against any~~ the meanings assigned to them in the Indenture. This Security shall be governed by and construed in accordance with the laws of the ~~foregoing~~ State of New York, except that the authorization and execution of this Security shall be governed by the laws of the jurisdiction of organization of the Company. GUARANTEE OF BP p.l.c. For value received, BP p.l.c., a corporation duly organized and existing under the laws of England and Wales (herein called the “Guarantor”, which term includes any successor corporation under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby unconditionally guarantees to the Holder of the Security upon which this Guarantee is endorsed and to the Trustee referred to in such Indenture due and prompt payment of the principal of and interest on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, according to the terms thereof and of the Indenture referred to therein. In case of the failure of BP CAPITAL MARKETS P.L.C., a corporation duly organized and existing under the laws of England and Wales (herein called the “Company”, which term includes any successor corporation under such Indenture) punctually to make any such principal or interest payment, the Guarantor hereby agrees to cause any such payment to be made promptly when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Company. The Guarantor hereby further agrees, subject to the limitations and exceptions set forth below, that if any deduction or withholding for any ~~deficiency~~present or future taxes, ~~loss~~ assessments or ~~claim therefrom~~other governmental charges of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Guarantor is incorporated, shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority) in respect of any amounts to be paid by the Guarantor under this Guarantee, the Guarantor will pay to the Holder of such Security such additional amounts as may be necessary in order that the net amounts paid to such Holder of such Security who, with respect to any such tax, assessment or other governmental charge, is not resident in such jurisdiction, after such deduction or withholding, shall be not less than the amounts specified in such Security to which such Holder is entitled; provided, however, that ~~nothing contained herein~~ the Guarantor shall not be ~~taken~~ required to ~~prevent recourse to~~make any payment of additional amounts (1) for or on account of any such tax, ~~and enforcement against,~~ assessment or governmental charge imposed by the ~~assets of the Issuing Entity~~ United States or any political subdivision or taxing authority thereof or therein or (2) for ~~any and all liabilities, obligations and undertakings contained in the Indenture~~ or ~~in this Note.~~on account of:

Appears in 1 contract

Samples: Seventeenth Supplemental Indenture (Bp Capital Markets PLC)

Appears in 1 contract

Samples: Senior Note Agreement (Pepsico Inc)

Appears in 1 contract

Samples: Twenty Eighth Supplemental Indenture (Bp Capital Markets PLC)

Appears in 1 contract

Samples: Senior Note Agreement (Pepsico Inc)

Appears in 1 contract

Samples: Senior Note Agreement (Pepsico Inc)

TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the ~~Notes~~ Securities of the series designated ~~above~~ herein and referred to in the within-mentioned Indenture. ~~Dated: ______________, 2024 CITIBANK~~COMPANY, N.A., ~~not in its individual capacity but solely~~ as ~~Indenture~~ Trustee Dated: By: ~~Name: Title:~~ Authorized Signatory This ~~Note~~ Security is one of a duly authorized issue of ~~Notes~~ the series of securities of the ~~Issuing Entity,~~ Company designated as its ~~5.519~~4.625% ~~Class A-1 Asset Backed~~ Senior Notes due 2013 (herein called the “~~A-1 Notes” or the “Notes~~Securities”), ~~all~~ which is issued ~~under an~~ under, with securities of one or more additional series that may be issued under, the Indenture dated as of ~~May 1~~July 19, ~~2024~~ 2007, between the Company and The Bank of New York Trust Company, N.A., as trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), as amended and supplemented by the First Supplemental Indenture dated as of July 19, 2007 and the Second Supplemental Indenture dated as of April 18, 2008 (such Indenture, as ~~supplemented or amended~~so amended and supplemented, ~~is herein~~ being called the “Indenture”) between the Issuing Entity and Citibank, N.A., not in its individual capacity but solely as trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture), to which Indenture and all future indentures supplemental thereto reference is hereby made for a statement of the respective ~~rights~~ rights, limitations of rights, duties, obligations and ~~obligations~~ immunities thereunder of the ~~Issuing Entity~~Company, the ~~Indenture~~ Trustee and the Holders of the ~~Notes~~Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. The ~~Notes~~ Securities are subject to ~~all terms~~ redemption at the option of the Company, in whole or in part, at any time and from time to time, upon not less than 30 or more than 60 days’ notice, at a Redemption Price of 100% of their principal amount plus a Make-Whole Amount, together in the case of any such redemption with accrued and unpaid interest to the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date), all as provided in the Indenture. In the case of any redemption of Securities, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Date. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. The Securities do not have the benefit of any sinking fund or mandatory repurchase obligations. As set forth in the Indenture, an Event of Default is generally: (a) failure to pay principal upon Stated Maturity, redemption or otherwise; (b) default for 30 days in payment of interest on any of the Securities; (c) default in the performance of agreements relating to mergers, consolidations and sales of all or substantially all assets; (d) failure for 30 days after notice to comply with any other covenants in the Indenture or the Securities; (e) certain payment defaults under, or the acceleration prior to the maturity of, Debt of the Company or any Subsidiary in an aggregate principal amount in excess of $100,000,000; and (f) certain events of bankruptcy, insolvency or reorganization of the Company. If any Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in aggregate principal amount of the Outstanding Securities may declare the principal amount of all the Securities to be due and payable immediately, except that (i) in the case of an Event of Default arising from certain events of bankruptcy, insolvency or reorganization of the Company, the principal amount of the Securities will become due and payable immediately without further action or notice, (ii) in the case of an Event of Default which relates to certain payment defaults or acceleration with respect to certain Debt, any acceleration of the Securities will be automatically rescinded if any such Debt is repaid or if the default relating to such Debt is cured or waived and if the holders thereof have accelerated such Debt then such holders have rescinded their declaration of acceleration and (iii) in the case of an Event of Default which relates to certain defaults in timely filing reports and documents under the Exchange Act, the Company may elect to pay Special Interest as the sole remedy for such Event of Default during the first 120 days after the occurrence thereof. No Holder may pursue any remedy under the Indenture unless the Trustee shall have failed to act after notice of an Event of Default and written request by Holders of at least 25% in principal amount of the Outstanding Securities, and the offer to the Trustee of indemnity reasonably satisfactory to it; however, such provision does not affect the right to xxx for enforcement of any overdue payment on a Security by the Holder thereof. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing default (except default in payment of principal, premium or interest) if it determines in good faith that withholding the notice is in the interest of the Holders. The Company is required to file annual reports with the Trustee as to the absence or existence of defaults. The Indenture contains provisions for defeasance at any time of (i) the entire indebtedness of the Company on this Security and (ii) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by or on behalf of the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. Without the consent of any Holder, the Company and the Trustee may amend or supplement the Indenture or the Securities to cure any ambiguity, defect or inconsistency, to provide for uncertificated Securities in addition to or in place of Definitive Securities and to make certain other specified changes and other changes that do not adversely affect the rights of any Holder in any material respect. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any, on) and interest on this Security at the times, place, and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith. A director, officer, employee or stockholder of the Company shall not have any personal liability under this Security or the Indenture by reason of his or its status as such director, officer, employee or stockholder. Each Holder, by accepting this Security, waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of this Security. Prior to the time of due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security is overdue, and neither the Company, the Trustee nor any agent shall be affected by notice to the contrary. All terms used in this ~~Note that are not otherwise defined herein and that~~ Security which are defined in the Indenture shall have the meanings assigned to them in ~~or pursuant to~~ the Indenture. The ~~Notes, the A-2 Notes, the A-3 Notes~~ Company will furnish to any Holder upon written request and ~~the A-4 Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in~~ without charge a copy of the Indenture. ~~The Issuing Entity shall pay interest on overdue installments of interest at the A-1 Note Rate~~ Requests may be made to the ~~extent lawful~~Company, 000 Xxxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxx 00000. ~~Each Noteholder or Note Owner~~Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, ~~by acceptance~~ the Company has caused CUSIP numbers to be printed on the Securities as a convenience to the Holders thereof. No representation is made as to the accuracy of ~~a Note, or, in~~ such numbers as printed on the ~~case of a Note Owner, a beneficial interest in the Note, covenants~~ Securities and ~~agrees that no recourse~~ reliance may be ~~taken, directly or indirectly, with respect to the obligations of the Issuing Entity or the Indenture Trustee~~ placed only on the ~~Notes or under the Indenture or any certificate or~~ other writing delivered in connection therewith, against: (i) the Indenture Trustee or the Trustee in their individual capacities, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of: (a) the Indenture Trustee or the Trustee in their individual capacities, (b) any holder of a beneficial interest in the Issuing Entity, the Trustee or the Indenture Trustee or of (c) any successor or assign of the Indenture Trustee or the Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary identifying information printed hereon. This Security shall be ~~fully liable, to the extent provided~~ governed by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such partner, owner or beneficiary. It is the intent of the Seller, the Servicer, the Noteholders and the Note Owners that, for purposes of federal and State income tax and any other tax measured in whole or in part by income, the Notes qualify as debt. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat, and to take no action inconsistent with the treatment of, the Notes for such tax purposes as debt, except as may be required otherwise in the case of (a) the Depositor or any of its Affiliates (including, without limitation, the Issuing Entity, the Sponsor and the Originator) or (b) any Person in whose hands (or in the hands of any predecessor holder of that Note), pursuant to Treasury regulations promulgated Section 385 of the Code, the Notes would not be treated in their entirety as indebtedness for U.S. federal income tax purposes. Each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in an A-1 Note that fails to comply with the requirements of the preceding sentence. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will not at any time institute against the Seller or the Issuing Entity, or join in any institution against the Seller or the Issuing Entity of, any bankruptcy, reorganization or arrangement, insolvency or liquidation proceedings under any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents. Each Noteholder or Note Owner, by acceptance of a Note, or in the case of Note Owner, a beneficial interest in the Note, represents that either (a) it is not (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, (iii) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”), or (iv) a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the purchase and holding of the Note, or a beneficial interest therein, will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar applicable law. This Note and the Indenture shall be construed in accordance with the laws of the State of New York, except to the extent that the Trust Indenture Act is applicable. (I) or (we) assign and transfer this Security to and irrevocably appoint as agent to transfer this Security on the ~~obligations, rights and remedies~~ Security Register of the ~~parties hereunder and thereunder shall~~ Company. The agent may substitute another to act for him. Dated: Signature: Name: Address: Phone No.: Signature Guarantee By: Signature guarantor must be an eligible guarantor institution meeting the requirements of the Securities Registrar, which includes participation in the Security Transfer Agent Medallion Program or other signature guarantee program determined by the Securities Registrar in accordance with ~~such laws. No reference herein to~~ the ~~Indenture and no provision~~ Securities Exchange Act of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither Citibank, N.A., in its individual capacity, any owner of a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees, successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Indenture Trustee for the sole purposes of binding the interests of the Indenture Trustee in the assets of the Issuing Entity. The Holder of this Note by the acceptance hereof, and each Note Owner by the acceptance of a beneficial interest herein, each agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder and Note Owner shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note1934.

Appears in 1 contract

Samples: Second Supplemental Indenture (Xto Energy Inc)

TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the ~~Notes~~ Securities of the series designated ~~above and~~ herein referred to in the within-mentioned Indenture. ~~Dated: ______________, 2024 CITIBANK, N.A., not in its individual capacity but solely as Indenture Trustee By: Name: Title:~~ This ~~Note~~ Security is one of a duly authorized issue of ~~Notes~~ securities of the ~~Issuing Entity, designated as its 5.519% Class A-1 Asset Backed Notes~~ Company (herein called the “~~A-1 Notes” or the “Notes~~Securities”), ~~all~~ issued and to be issued in one or more series under an ~~Indenture~~ Indenture, dated as of ~~May 1~~March 8, ~~2024~~ 2002 (~~such Indenture, as supplemented or amended, is~~ herein called the “Base Indenture”~~) between~~ ), among the ~~Issuing Entity and Citibank~~Company, ~~N.A.~~as Issuer, ~~not in its individual capacity but solely~~ BP p.l.c., as ~~trustee~~ Guarantor (herein called the “~~Indenture~~ Guarantor”), and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the “Trustee”, which term includes any successor ~~Indenture Trustee~~ trustee under the Indenture)) (such Base Indenture as supplemented by the Fifteenth Supplemental Indenture, dated as of December 6, 2011, the “Indenture”) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective ~~rights~~ rights, limitation of rights, duties and ~~obligations~~ immunities thereunder of the ~~Issuing Entity~~Company, the ~~Indenture~~ Guarantor, the Trustee and the Holders of the ~~Notes~~Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited to $500,000,000 in aggregate principal amount. The ~~Notes are subject to all terms of the Indenture. All terms used in this Note that are not otherwise defined herein and that are defined in the Indenture~~ rate at which interest shall have the meanings assigned to them in or pursuant to the Indenture. The Notes, the A-2 Notes, the A-3 Notes and the A-4 Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture. The Issuing Entity shall pay interest on overdue installments of interest at the A-1 Note Rate to the extent lawful. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in the Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity or the Indenture Trustee accrue on the ~~Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against: (i) the Indenture Trustee or the Trustee in their individual capacities, (ii) any owner~~ unpaid principal amount of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of: (a) the Indenture Trustee or the Trustee in their individual capacities, (b) any holder of a beneficial interest in the Issuing Entity, the Trustee or the Indenture Trustee or of (c) any successor or assign of the Indenture Trustee or the Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary this Security for each Interest Period shall be ~~fully liable, to~~ the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such partner, owner or beneficiary. It is the intent of the Seller, the Servicer, the Noteholders and the Note Owners that, for purposes of federal and State income tax and any other tax measured in whole or in part by income, the Notes qualify as debt. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat, and to take no action inconsistent with the treatment of, the Notes for such tax purposes as debt, except as may be required otherwise in the case of (a) the Depositor or any of its Affiliates (including, without limitation, the Issuing Entity, the Sponsor and the Originator) or (b) any Person in whose hands (or in the hands of any predecessor holder of that Note), pursuant to Treasury regulations promulgated Section 385 of the Code, the Notes would not be treated in their entirety as indebtedness for U.S. federal income tax purposes. Each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in an A-1 Note that fails to comply with the requirements of the preceding sentence. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will not at any time institute against the Seller or the Issuing Entity, or join in any institution against the Seller or the Issuing Entity of, any bankruptcy, reorganization or arrangement, insolvency or liquidation proceedings under any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents. Each Noteholder or Note Owner, by acceptance of a Note, or in the case of Note Owner, a beneficial interest in the Note, represents that either (a) it is not (i) an employee benefit plan relevant Interest Rate (as defined ~~in Section 3(3~~below) for that Interest Period and payments of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, (iii) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”), or (iv) a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the purchase and holding of the Note, or a beneficial interest therein, will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar applicable law. This Note and the Indenture shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this ~~Note~~ Security will include interest accrued to but excluding the respective Interest Payment Dates. Such interest shall accrue on the basis of the actual number of days in each Interest Period and a year of 360 days. This Security will accrue interest for each Interest Period at ~~the times, place and~~ a per annum rate, ~~and in~~ subject to a maximum interest rate permitted by New York or other applicable state law, as such law may be modified by United States law of general application (the ~~coin or currency~~“Interest Rate”). The Interest Rate for any Interest Period will be Three-Month LIBOR, ~~herein prescribed. Anything herein to the contrary notwithstanding, except~~ as expressly provided in the Basic Documents, neither Citibank, N.A., in its individual capacity, any owner of a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees, successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made determined by the ~~Indenture Trustee for~~ Calculation Agent on the ~~sole purposes of binding~~ Interest Determination Date (or December 2, 2011, if applicable), plus the ~~interests of the Indenture Trustee in the assets of the Issuing Entity~~Spread. The ~~Holder of this Note by the acceptance hereof, and~~ Interest Rate will be reset quarterly on each Note Owner by the acceptance of a beneficial interest herein, each agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder and Note Owner shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this NoteInterest Reset Date.

Appears in 1 contract

Samples: Fifteenth Supplemental Indenture (Bp Capital Markets PLC)

TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the ~~Notes~~ Securities of the series designated ~~above and~~ herein referred to in the within-mentioned Indenture. ~~Dated: ______________, 2024 CITIBANK, N.A., not in its individual capacity but solely as Indenture Trustee By: Name: Title:~~ This ~~Note~~ Security is one of a duly authorized issue of ~~Notes~~ securities of the ~~Issuing Entity, designated as its 5.519% Class A-1 Asset Backed Notes~~ Company (herein called the “~~A-1 Notes” or the “Notes~~Securities”), ~~all~~ issued and to be issued in one or more series under an ~~Indenture~~ Indenture, dated as of ~~May 1~~March 8, ~~2024~~ 2002 (~~such Indenture, as supplemented or amended, is~~ herein called the “Base Indenture”~~) between~~ ), among the ~~Issuing Entity and Citibank~~Company, ~~N.A.~~as Issuer, ~~not in its individual capacity but solely~~ BP p.l.c., as ~~trustee~~ Guarantor (herein called the “~~Indenture~~ Guarantor”), and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the “Trustee”, which term includes any successor ~~Indenture Trustee~~ trustee under the Indenture)) (such Base Indenture as supplemented by the Twenty-First Supplemental Indenture, dated as of February 10, 2014, the “Indenture”) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective ~~rights~~ rights, limitation of rights, duties and ~~obligations~~ immunities thereunder of the ~~Issuing Entity~~Company, the ~~Indenture~~ Guarantor, the Trustee and the Holders of the ~~Notes~~Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited to $250,000,000 in aggregate principal amount. The ~~Notes are subject to all terms of the Indenture. All terms used in this Note that are not otherwise defined herein and that are defined in the Indenture~~ rate at which interest shall have the meanings assigned to them in or pursuant to the Indenture. The Notes, the A-2 Notes, the A-3 Notes and the A-4 Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture. The Issuing Entity shall pay interest on overdue installments of interest at the A-1 Note Rate to the extent lawful. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in the Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity or the Indenture Trustee accrue on the ~~Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against: (i) the Indenture Trustee or the Trustee in their individual capacities, (ii) any owner~~ unpaid principal amount of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of: (a) the Indenture Trustee or the Trustee in their individual capacities, (b) any holder of a beneficial interest in the Issuing Entity, the Trustee or the Indenture Trustee or of (c) any successor or assign of the Indenture Trustee or the Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary this Security for each Interest Period shall be ~~fully liable, to~~ the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such partner, owner or beneficiary. It is the intent of the Seller, the Servicer, the Noteholders and the Note Owners that, for purposes of federal and State income tax and any other tax measured in whole or in part by income, the Notes qualify as debt. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat, and to take no action inconsistent with the treatment of, the Notes for such tax purposes as debt, except as may be required otherwise in the case of (a) the Depositor or any of its Affiliates (including, without limitation, the Issuing Entity, the Sponsor and the Originator) or (b) any Person in whose hands (or in the hands of any predecessor holder of that Note), pursuant to Treasury regulations promulgated Section 385 of the Code, the Notes would not be treated in their entirety as indebtedness for U.S. federal income tax purposes. Each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in an A-1 Note that fails to comply with the requirements of the preceding sentence. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will not at any time institute against the Seller or the Issuing Entity, or join in any institution against the Seller or the Issuing Entity of, any bankruptcy, reorganization or arrangement, insolvency or liquidation proceedings under any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents. Each Noteholder or Note Owner, by acceptance of a Note, or in the case of Note Owner, a beneficial interest in the Note, represents that either (a) it is not (i) an employee benefit plan relevant Interest Rate (as defined ~~in Section 3(3~~below) for that Interest Period and payments of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, (iii) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”), or (iv) a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the purchase and holding of the Note, or a beneficial interest therein, will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar applicable law. This Note and the Indenture shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this ~~Note~~ Security will include interest accrued to but excluding the respective Interest Payment Dates. Such interest shall accrue on the basis of the actual number of days in each Interest Period and a year of 360 days. This Security will accrue interest for each Interest Period at ~~the times, place and~~ a per annum rate, ~~and in~~ subject to a maximum interest rate permitted by New York or other applicable state law, as such law may be modified by United States law of general application (the ~~coin or currency~~“Interest Rate”). The Interest Rate for any Interest Period will be Three-Month LIBOR, ~~herein prescribed. Anything herein to the contrary notwithstanding, except~~ as expressly provided in the Basic Documents, neither Citibank, N.A., in its individual capacity, any owner of a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees, successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made determined by the ~~Indenture Trustee for~~ Calculation Agent on the ~~sole purposes of binding~~ Interest Determination Date (or February 6, 2014, if applicable), plus the ~~interests of the Indenture Trustee in the assets of the Issuing Entity~~Spread. The ~~Holder of this Note by the acceptance hereof, and~~ Interest Rate will be reset quarterly on each Note Owner by the acceptance of a beneficial interest herein, each agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder and Note Owner shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this NoteInterest Reset Date.

Appears in 1 contract

Samples: Supplemental Indenture (Bp Capital Markets PLC)

Appears in 1 contract

Samples: Twenty Eighth Supplemental Indenture (Bp Capital Markets PLC)

Appears in 1 contract

Samples: Supplemental Indenture (Bp Capital Markets PLC)

TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the Notes of the series designated ~~above and~~ therein referred to in the within-mentioned Indenture. ~~Dated~~Date of authentication: ~~______________~~June 15, ~~2024 CITIBANK~~2016 U.S. BANK NATIONAL ASSOCIATION, ~~N.A., not in its individual capacity but solely~~ as ~~Indenture~~ Trustee By: ~~Name: Title:~~ Authorized Signatory This Note is one of a duly authorized issue of ~~Notes~~ Securities of the ~~Issuing Entity,~~ Company of a series designated as ~~its 5.519~~the “6.00% ~~Class A-1 Asset Backed~~ Fixed-to-Floating Subordinated Notes due June 30, 2026” (herein called the “~~A-1~~ Notes” ”) initially issued in an aggregate principal amount of $50,000,000 on June 15, 2016. Such series of Securities has been established pursuant to, and is one of an indefinite number of series of subordinated debt securities of the Company issued or issuable under and pursuant to the Indenture, dated as of June 15, 2016 (the “~~Notes~~Base Indenture”), ~~all issued under an Indenture dated as of May 1, 2024 (such Indenture~~between the Company and U.S. Bank National Association, as ~~supplemented or amended, is~~ Trustee (herein called the “~~Indenture”) between the Issuing Entity and Citibank, N.A., not in its individual capacity but solely as trustee (the “Indenture~~ Trustee”, ,” which term includes any successor trustee), as supplemented and amended by the First Supplemental Indenture ~~Trustee under~~ between the Company and the Trustee, dated as of June 15, 2016 (the “First Supplemental Indenture,” and the Base Indenture as supplemented and amended by the First Supplemental Indenture, the “Indenture”), to which Indenture and ~~all~~ any other indentures supplemental thereto reference is hereby made for a statement of the respective ~~rights~~ rights, limitations of rights, duties and ~~obligations~~ immunities thereunder of the ~~Issuing Entity~~Company, the ~~Indenture~~ Trustee and the ~~Holders~~ Persons in whose names Notes are registered from time to time and of the ~~Notes~~terms upon which the Notes are, and are to be, authenticated and delivered. The terms, conditions and provisions of the Notes are ~~subject~~ those stated in the Indenture, those made part of the Indenture by reference to ~~all terms~~ the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and those set forth in this Note. To the extent that the terms, conditions and provisions of this Note modify, supplement or are inconsistent with those of the Indenture, then the terms, conditions and other provisions of this Note shall govern to the extent that such terms, conditions and other provisions of this Note are not inconsistent with the terms, conditions and provisions made part of the Indenture by reference to the Trust Indenture Act. All capitalized terms used in this Note ~~that are~~ and not ~~otherwise~~ defined herein ~~and~~ that are defined in the Indenture shall have the meanings assigned to them in ~~or pursuant to~~ the Indenture. ~~The Notes,~~ To the ~~A-2 Notes,~~ extent that any capitalized term used in this Note and defined herein is also defined in the ~~A-3 Notes and~~ Indenture but conflicts with the ~~A-4 Notes are and will be equally and ratably secured by the collateral pledged as security therefor as~~ definition provided in the Indenture, the definition of the capitalized term in this Note shall control. The Issuing Entity shall pay interest on overdue installments of interest at the A-1 Note Rate to the extent lawful. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in the Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations indebtedness of the ~~Issuing Entity or~~ Company evidenced by the ~~Indenture Trustee on~~ Notes, including the ~~Notes or under the Indenture or any certificate or other writing delivered in connection therewith~~principal thereof, ~~against: (i) the Indenture Trustee or the Trustee in their individual capacities~~premium, ~~(ii) any owner of a beneficial~~ if any, and interest ~~in the Issuing Entity or (iii) any partner~~thereon, owner, beneficiary, agent, officer, director or employee of: (a) the Indenture Trustee or the Trustee in their individual capacities, (b) any holder of a beneficial interest in the Issuing Entity, the Trustee or the Indenture Trustee or of (c) any successor or assign of the Indenture Trustee or the Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liableis, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such partner, owner or beneficiary. It is the intent of the Seller, the Servicer, the Noteholders and the Note Owners that, for purposes of federal and State income tax and any other tax measured in whole or in part by income, the Notes qualify as debt. Each Noteholder or Note Owner, by acceptance of a Note, or, in the ~~case~~ manner set forth in the Indenture, subordinate and subject in right of ~~a Note Owner~~payment to the prior payment in full of all Senior Indebtedness, ~~a beneficial interest in a Note, agrees to treat~~whether outstanding at the date hereof or hereafter incurred, and ~~to take no action inconsistent with~~ on the treatment of, the Notes for such tax purposes as debt, except as may be required otherwise in the case of (a) the Depositor or any of its Affiliates (including, without limitation, the Issuing Entity, the Sponsor terms and the Originator) or (b) any Person in whose hands (or in the hands of any predecessor holder of that Note), pursuant to Treasury regulations promulgated Section 385 of the Code, the Notes would not be treated in their entirety as indebtedness for U.S. federal income tax purposes. Each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in an A-1 Note that fails to comply with the requirements of the preceding sentence. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will not at any time institute against the Seller or the Issuing Entity, or join in any institution against the Seller or the Issuing Entity of, any bankruptcy, reorganization or arrangement, insolvency or liquidation proceedings under any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents. Each Noteholder or Note Owner, by acceptance of a Note, or in the case of Note Owner, a beneficial interest in the Note, represents that either (a) it is not (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the ~~provisions of Title I of ERISA, (ii) a plan described~~ terms and conditions set forth in Section 4975(e)(1) of the Code, (iii) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”), or (iv) a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the purchase and holding of the Note, or a beneficial interest therein, will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar applicable law. This Note and the Indenture shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither Citibank, N.A., in its individual capacity, any owner of a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees, successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, ~~it being expressly understood that said covenants~~and shall rank pari passu in right of payment with all other Securities, ~~obligations~~ and ~~indemnifications have been made by the Indenture Trustee for the sole purposes of binding the interests~~ with all other unsecured subordinated indebtedness of the ~~Indenture Trustee~~ Company not by its terms subordinate and subject in right of payment to the ~~assets~~ prior payment in full of debentures, notes, bonds or other evidences of indebtedness of types that include the ~~Issuing Entity~~Notes. ~~The~~ Each Holder of this ~~Note~~ Note, by the acceptance hereof, agrees to and ~~each Note Owner~~ shall be bound by the acceptance of a beneficial interest herein, each agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder and Note Owner shall have no claim against any such provisions of the ~~foregoing for any deficiency, loss~~ Indenture and authorizes and directs the Trustee on his behalf to take such actions as may be necessary or ~~claim therefrom;~~ appropriate to effectuate the subordination so provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

Appears in 1 contract

Samples: First Supplemental Indenture (Peapack Gladstone Financial Corp)

Appears in 1 contract

Samples: Twenty Third Supplemental Indenture (Bp Capital Markets PLC)

Appears in 1 contract

Samples: Nineteenth Supplemental Indenture (Bp Capital Markets PLC)

Appears in 1 contract

Samples: Senior Note Agreement (Pepsico Inc)

TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the ~~Notes~~ Securities of the series designated ~~above and~~ herein referred to in the within-mentioned Indenture. ~~Dated: ______________, 2024 CITIBANK, N.A., not in its individual capacity but solely as Indenture Trustee By: Name: Title:~~ This ~~Note~~ Security is one of a duly authorized issue of ~~Notes~~ securities of the ~~Issuing Entity, designated as its 5.519% Class A-1 Asset Backed Notes~~ Company (herein called the “~~A-1 Notes” or the “Notes~~Securities”), ~~all~~ issued and to be issued in one or more series under an ~~Indenture~~ Indenture, dated as of ~~May 1~~March 8, ~~2024~~ 2002 (~~such Indenture, as supplemented or amended, is~~ herein called the “Base Indenture”~~) between~~ ), among the ~~Issuing Entity and Citibank~~Company, ~~N.A.~~as Issuer, ~~not in its individual capacity but solely~~ BP p.l.c., as ~~trustee~~ Guarantor (herein called the “~~Indenture~~ Guarantor”), and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as Trustee (herein called the “Trustee”, which term includes any successor ~~Indenture Trustee~~ trustee under the Indenture)) (such Base Indenture as supplemented by the Twenty-Third Supplemental Indenture, dated as of February 13, 2015, the “Indenture”) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective ~~rights~~ rights, limitation of rights, duties and ~~obligations~~ immunities thereunder of the ~~Issuing Entity~~Company, the ~~Indenture~~ Guarantor, the Trustee and the Holders of the ~~Notes~~Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited to $400,000,000 in aggregate principal amount. The ~~Notes are subject to all terms of the Indenture. All terms used in this Note that are not otherwise defined herein and that are defined in the Indenture~~ rate at which interest shall have the meanings assigned to them in or pursuant to the Indenture. The Notes, the A-2 Notes, the A-3 Notes and the A-4 Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture. The Issuing Entity shall pay interest on overdue installments of interest at the A-1 Note Rate to the extent lawful. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in the Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity or the Indenture Trustee accrue on the ~~Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against: (i) the Indenture Trustee or the Trustee in their individual capacities, (ii) any owner~~ unpaid principal amount of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of: (a) the Indenture Trustee or the Trustee in their individual capacities, (b) any holder of a beneficial interest in the Issuing Entity, the Trustee or the Indenture Trustee or of (c) any successor or assign of the Indenture Trustee or the Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary this Security for each Interest Period shall be ~~fully liable, to~~ the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such partner, owner or beneficiary. It is the intent of the Seller, the Servicer, the Noteholders and the Note Owners that, for purposes of federal and State income tax and any other tax measured in whole or in part by income, the Notes qualify as debt. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat, and to take no action inconsistent with the treatment of, the Notes for such tax purposes as debt, except as may be required otherwise in the case of (a) the Depositor or any of its Affiliates (including, without limitation, the Issuing Entity, the Sponsor and the Originator) or (b) any Person in whose hands (or in the hands of any predecessor holder of that Note), pursuant to Treasury regulations promulgated Section 385 of the Code, the Notes would not be treated in their entirety as indebtedness for U.S. federal income tax purposes. Each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in an A-1 Note that fails to comply with the requirements of the preceding sentence. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will not at any time institute against the Seller or the Issuing Entity, or join in any institution against the Seller or the Issuing Entity of, any bankruptcy, reorganization or arrangement, insolvency or liquidation proceedings under any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents. Each Noteholder or Note Owner, by acceptance of a Note, or in the case of Note Owner, a beneficial interest in the Note, represents that either (a) it is not (i) an employee benefit plan relevant Interest Rate (as defined ~~in Section 3(3~~below) for that Interest Period and payments of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, (iii) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”), or (iv) a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the purchase and holding of the Note, or a beneficial interest therein, will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar applicable law. This Note and the Indenture shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this ~~Note~~ Security will include interest accrued to but excluding the respective Interest Payment Dates. Such interest shall accrue on the basis of the actual number of days in each Interest Period and a year of 360 days. This Security will accrue interest for each Interest Period at ~~the times, place and~~ a per annum rate, ~~and in~~ subject to a maximum interest rate permitted by New York or other applicable state law, as such law may be modified by United States law of general application (the ~~coin or currency~~“Interest Rate”). The Interest Rate for any Interest Period will be Three-Month LIBOR, ~~herein prescribed. Anything herein to the contrary notwithstanding, except~~ as expressly provided in the Basic Documents, neither Citibank, N.A., in its individual capacity, any owner of a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees, successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made determined by the ~~Indenture Trustee for~~ Calculation Agent on the ~~sole purposes of binding~~ Interest Determination Date (or February 11, 2015, if applicable), plus the ~~interests of the Indenture Trustee in the assets of the Issuing Entity~~Spread. The ~~Holder of this Note by the acceptance hereof, and~~ Interest Rate will be reset quarterly on each Note Owner by the acceptance of a beneficial interest herein, each agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder and Note Owner shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this NoteInterest Reset Date.

Appears in 1 contract

Samples: Twenty Third Supplemental Indenture (Bp Capital Markets PLC)

TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the ~~Notes~~ Securities of the series designated ~~above and~~ therein referred to in the within-~~mentioned~~ named Indenture. Dated: ~~______________~~July 21, ~~2024 CITIBANK~~2020 U.S. BANK NATIONAL ASSOCIATION, ~~N.A., not in its individual capacity but solely~~ as ~~Indenture~~ Trustee By: ~~Name: Title:~~ Authorized Signatory This Note is one of a duly authorized issue of Notes of the ~~Issuing Entity~~Issuer, designated as its ~~5.519~~4.00% ~~Class A-1 Asset Backed~~ Senior Notes due 2025 (herein called ~~the “A-1 Notes” or~~ the “Notes”), ~~all~~ issued under and pursuant to an Indenture dated as of ~~May 1~~March 12, ~~2024~~ 2015 (~~such Indenture, as supplemented or amended, is~~ herein called the “Base Indenture”) ), between the ~~Issuing Entity~~ Issuer and ~~Citibank~~U.S. Bank National Association, ~~N.A., not in its individual capacity but solely~~ as trustee (herein called the “~~Indenture~~ Trustee”), ~~which term includes any successor~~ as supplemented by the First Supplemental Indenture ~~Trustee under~~ dated as of March 12, 2015 (herein called the “First Supplemental Indenture”), and as supplemented by the Second Supplemental Indenture dated as of July 21, 2020 (herein called the “Second Supplemental Indenture,” and together with the First Supplemental Indenture and the Base Indenture, the “Indenture”), between the Issuer and the Trustee, to which Indenture and ~~all~~ any indentures supplemental thereto reference is hereby made for a ~~statement~~ description of the ~~respective rights~~ rights, limitations of rights, obligations, duties and ~~obligations~~ immunities thereunder of the ~~Issuing Entity~~Trustee, the ~~Indenture Trustee~~ Issuer and the Holders of the Notes. ~~The Notes are subject to all terms of the Indenture. All~~ Defined terms used but not otherwise defined in this Note ~~that are not otherwise defined herein and that are defined in the Indenture~~ shall have the respective meanings assigned to them in or pursuant to the Indenture. The Notes, the A-2 Notes, the A-3 Notes and the A-4 Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided ascribed thereto in the Indenture. ~~The Issuing Entity shall pay~~ If an Event of Default (other than an Event of Default specified in Section 3.01(e), (f) and (g) of the First Supplemental Indenture) occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on ~~overdue installments~~ all Notes may be declared to be due and payable by either the Trustee or the Holders of at least twenty five percent (25%) in aggregate principal amount of the Notes then outstanding, and, upon said declaration the same shall be immediately due and payable. If an Event of Default specified in Section 3.01(e), (f) and (g) of the First Supplemental Indenture occurs, the principal of and premium, if any, and interest accrued and unpaid on all the Notes shall be immediately and automatically due and payable without necessity of further action. The Indenture contains provisions permitting the Issuer and the Trustee, with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the ~~A-1 Note Rate~~ time outstanding, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the ~~extent lawful. Each Noteholder~~ provisions of the Indenture or ~~Note Owner, by acceptance~~ of ~~a Note, or, in the case of a Note Owner, a beneficial interest in the Note, covenants and agrees that no recourse may be taken, directly or indirectly,~~ any supplemental indenture with respect to the ~~obligations~~ Notes or modifying in any manner the rights of the ~~Issuing Entity or~~ Holders of the ~~Indenture Trustee on~~ Notes, subject to exceptions set forth in Section 9.02 of the Base Indenture. Subject to the provisions of the Indenture, the Holders of not less than a majority in aggregate principal amount of the Notes ~~or under~~ at the ~~Indenture or any certificate or other writing delivered in connection therewith~~time outstanding may, against: (i) the Indenture Trustee or the Trustee in their individual capacities, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of: (a) the Indenture Trustee or the Trustee in their individual capacities, (b) any holder of a beneficial interest in the Issuing Entity, the Trustee or the Indenture Trustee or of (c) any successor or assign on behalf of the Indenture Trustee or the Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such partner, owner or beneficiary. It is the intent Holders of all of the ~~Seller~~Notes, ~~the Servicer, the Noteholders and the Note Owners that, for purposes~~ waive any past default or Event of federal and State income tax and any other tax measured in whole or in part by income, the Notes qualify as debt. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat, and to take no action inconsistent Default with the treatment of, the Notes for such tax purposes as debt, except as may be required otherwise in the case of (a) the Depositor or any of its Affiliates (including, without limitation, the Issuing Entity, the Sponsor and the Originator) or (b) any Person in whose hands (or in the hands of any predecessor holder of that Note), pursuant to Treasury regulations promulgated Section 385 of the Code, the Notes would not be treated in their entirety as indebtedness for U.S. federal income tax purposes. Each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in an A-1 Note that fails to comply with the requirements of the preceding sentence. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will not at any time institute against the Seller or the Issuing Entity, or join in any institution against the Seller or the Issuing Entity of, any bankruptcy, reorganization or arrangement, insolvency or liquidation proceedings under any United States federal or State bankruptcy or similar law in connection with any obligations relating respect to the Notes, ~~the Indenture or the Basic Documents. Each Noteholder or Note Owner, by acceptance of a Note, or~~ subject to exceptions set forth in the case of Note Owner, a beneficial interest in the Note, represents that either (a) it is not (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, (iii) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”), or (iv) a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the purchase and holding of the Note, or a beneficial interest therein, will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar applicable law. This Note and the Indenture shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such lawsIndenture. No reference herein to the Indenture and no provision of this Note or of the Indenture shall ~~alter or impair~~ impair, as among the Issuer and the Holder of the Notes, the obligation of the ~~Issuing Entity~~Issuer, which is absolute and unconditional, to pay the principal of of, premium, if any, on and interest on this Note at the place, at the respective times, ~~place and rate,~~ at the rate and in the coin or ~~currency,~~ currency herein and in the Indenture prescribed. ~~Anything herein~~ Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months. The Notes are issuable in fully registered form, without coupons, in denominations of $2,000 principal amount and any multiple of $1,000. At the office or agency of the Issuer referred to on the face hereof, and in the manner and subject to the ~~contrary notwithstanding, except as expressly~~ limitations provided in the ~~Basic Documents~~Indenture, ~~neither Citibank, N.A., in its individual capacity,~~ without payment of any ~~owner~~ service charge but with payment of a ~~beneficial interest~~ sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, Notes may be transferred or may be exchanged for a like aggregate principal amount of Notes of any other authorized denominations. The Issuer shall have the ~~Issuing Entity, nor~~ right to redeem the Notes under certain circumstances as set forth in Section 1.4(d) of the First Supplemental Indenture and Article Eleven of Base Indenture. The Notes are not subject to redemption through the operation of any ~~of their respective partners, beneficiaries, agents, officers, directors, employees, successors or assigns shall be personally liable for, nor shall~~ sinking fund. No recourse ~~be had to any of them for,~~ for the payment of the principal of or any premium or interest onon this Note, or ~~performance of~~for any claim based hereon or otherwise in respect hereof, and no recourse under or upon any obligation, covenant or agreement of the Issuer in the Indenture or any supplemental indenture or in any Note, or ~~omission to perform~~because of the creation of any indebtedness represented thereby, shall be had against any past, present or future general partner, limited partner, member, employee, incorporator, controlling person, stockholder, officer, director or agent, as such, of the Issuer, the Company, or of any of the ~~covenants, obligations or indemnifications contained in this Note~~ Issuer’s or the ~~Indenture~~Company’s predecessors or successors, it either directly or through the Issuer or the Company, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly ~~understood that said covenants, obligations~~ waived and indemnifications have been made by the Indenture Trustee for the sole purposes of binding the interests of the Indenture Trustee in the assets of the Issuing Entity. The Holder of this Note by the acceptance hereof, and each Note Owner released by the acceptance of ~~a beneficial interest herein~~the Notes by the Holders thereof and as part of the consideration for the issue of the Notes. The Notes will be governed by, ~~each agrees that~~and construed in accordance with, ~~except as expressly provided~~ the law of the State of New York. To assign this Note, fill in the ~~Basic Documents, in~~ form below: (I) or (we) assign and transfer this Note to: and irrevocably appoint to transfer this Note on the ~~case of an Event of Default under the Indenture, the Holder and Note Owner shall have no claim against any~~ books of the ~~foregoing~~ Issuer. The agent may substitute another to act for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.him. Date:

Appears in 1 contract

Samples: Supplemental Indenture (Retail Properties of America, Inc.)

TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the ~~Notes~~ Securities of the series designated ~~above and~~ therein referred to in the within-mentioned Indenture. ~~Dated: ______________~~The Bank of New York Mellon, ~~2024 CITIBANK, N.A., not in its individual capacity but solely~~ as ~~Indenture~~ Trustee By: ~~Name: Title~~Authorized Signatory Dated: This Note is one of a duly authorized issue of ~~Notes~~ debentures, notes or other evidences of indebtedness of the ~~Issuing Entity, designated as its 5.519% Class A-1 Asset Backed Notes~~ Company (herein called the “~~A-1 Notes” or the “Notes~~Securities”), ~~all~~ issued and to be issued in one or more series under an ~~Indenture~~ Indenture, dated as of May 121, ~~2024~~ 2007 (~~such Indenture, as supplemented or amended, is~~ herein called the “Indenture”) ), between the ~~Issuing Entity~~ Company and ~~Citibank~~The Bank of New York Mellon, ~~N.A., not in its individual capacity but solely~~ as ~~trustee~~ Trustee (herein called the “~~Indenture~~ Trustee”, ,” which term includes any successor ~~Indenture Trustee~~ trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights ~~and obligations~~ thereunder of the ~~Issuing Entity~~Company, the ~~Indenture Trustee~~ Trustee, and the Holders of the ~~Notes. The Notes~~ Securities, the terms upon which the Securities are, and are ~~subject~~ to ~~all terms~~ be, authenticated and delivered, and the definition of ~~the Indenture. All~~ capitalized terms used ~~in this Note that are~~ herein and not otherwise defined ~~herein and that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture~~herein. The ~~Notes~~Securities may be issued in one or more series, ~~the A-2 Notes~~which different series may be issued in various aggregate principal amounts, ~~the A-3 Notes~~ may be denominated in different currencies, may mature at different times, may bear interest (if any) at different rates (which rates may be fixed or variable), may be subject to different redemption provisions (if any), may be subject to different sinking, purchase, or analogous funds (if any), may be subject to different covenants and ~~the A-4 Notes are~~ Events of Default, and ~~will be equally and ratably secured by the collateral pledged as security therefor~~ may otherwise vary as provided in the Indenture. This Note is one of a series of Securities of the Company designated as set forth on the face hereof (herein called the “Notes”), initially issued on November 9, 2018 (the “Initial Issue Date”) and initially limited in aggregate principal amount to $ . The ~~Issuing Entity shall pay~~ Notes will be redeemable at the option of the Company at any time in whole or from time to time in part in increments of $1,000, at the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) as determined by the Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal of the Notes to be redeemed plus interest ~~on overdue installments~~ thereon from the Redemption Date (exclusive of interest payable on such Redemption Date) through the Scheduled Maturity Date, discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the ~~A-1 Note~~ Treasury Rate plus 0.20%, plus accrued and unpaid interest to but excluding the ~~extent lawful. Each Noteholder or Note Owner~~Redemption Date, ~~by acceptance of a Note, or, in the case of a Note Owner, a beneficial~~ but interest ~~in the Note, covenants and agrees that no recourse may be taken, directly or indirectly,~~ payments due with respect to this Note on an Interest Payment Date or prior to the ~~obligations~~ Redemption Date will be payable to the Holder of this Note at the ~~Issuing Entity or the Indenture Trustee~~ close of business on the ~~Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against: (i) the Indenture Trustee or~~ relevant Record Date. The Company may exercise such option by causing the Trustee ~~in their individual capacities~~to mail a notice of such redemption, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of: (a) the Indenture Trustee or the Trustee in their individual capacities, (b) any holder of a beneficial interest in the Issuing Entity, the Trustee or the Indenture Trustee or of (c) any successor or assign of the Indenture Trustee or the Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, at least 30 but not more than 60 calendar days prior to the ~~extent provided by applicable law~~date of redemption, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such partner, owner or beneficiary. It is the intent of the Seller, the Servicer, the Noteholders and the Note Owners that, for purposes of federal and State income tax and any other tax measured in whole or in part by income, the Notes qualify as debt. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat, and to take no action inconsistent with the treatment of, the Notes for such tax purposes as debt, except as may be required otherwise in the case of (a) the Depositor or any of its Affiliates (including, without limitation, the Issuing Entity, the Sponsor and the Originator) or (b) any Person in whose hands (or in the hands of any predecessor holder of that Note), pursuant to Treasury regulations promulgated Section 385 of the Code, the Notes would not be treated in their entirety as indebtedness for U.S. federal income tax purposes. Each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in an A-1 Note that fails to comply with the requirements of the preceding sentence. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will not at any time institute against the Seller or the Issuing Entity, or join in any institution against the Seller or the Issuing Entity of, any bankruptcy, reorganization or arrangement, insolvency or liquidation proceedings under any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents. Each Noteholder or Note Owner, by acceptance of a Note, or in the case of Note Owner, a beneficial interest in the Note, represents that either (a) it is not (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, (iii) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”), or (iv) a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the purchase and holding of the Note, or a beneficial interest therein, will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar applicable law. This Note and the Indenture shall be construed in accordance with the ~~laws~~ provisions of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither Citibank, N.A., in its individual capacity, any owner of a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees, successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Indenture Trustee for the sole purposes of binding the interests of the Indenture Trustee in the assets of the Issuing Entity. The Holder of this Note by the acceptance hereof, and each Note Owner by the acceptance of a beneficial interest herein, each agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder and Note Owner shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

Appears in 1 contract

Samples: Senior Note Agreement (Pepsico Inc)

TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the ~~Notes designated above and~~ Securities referred to in the within-mentioned Indenture. ~~Dated: ______________~~THE CHASE MANHATTAN BANK, ~~2024 CITIBANK~~as Trustee By ------------------------ Authorized Officer Interest on this Debenture (as described below) will accrue from the most recent Interest Payment Date to which interest has been paid or duly provided for, ~~N.A.~~or, if no interest has been paid or duly provided for, from December 18, 1996, until the principal hereof has been paid or duly made available for payment. The interest so payable on any Interest Payment Date will be paid to the [bearer of]1[person in whose name]2 this Debenture (or one or more predecessor Debentures) [is registered at the close of business on the fifteenth day of the month in which such Interest Payment Date occurs (whether or not a Business Day) (each such date a "Record Date")].2 Payment of the principal of this Debenture will be made upon surrender of this Debenture at the office or agency of MS plc maintained for that purpose in ~~its individual capacity but solely~~ the Borough of Manhattan, The City of New York, or at such other paying agency as ~~Indenture Trustee By: Name: Title:~~ MS plc may determine. Payment of the principal of and interest on this Debenture will be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. This ~~Note~~ Debenture is one of a the duly authorized ~~issue~~ debt securities of ~~Notes of~~ MS plc (the ~~Issuing Entity~~"Securities" and, ~~designated as its 5.519% Class A-1 Asset Backed Notes (herein called the “A-1 Notes”~~ individually, a "Security") issued or ~~the “Notes”), all~~ to be issued under an and pursuant to a Subordinated Indenture dated as of ~~May 1~~November 15, ~~2024~~ 1993, (~~such~~ the "Indenture"), between MS plc, Xxxxxx Xxxxxxx Group Inc., as ~~supplemented or amended, is herein called the “Indenture”) between the Issuing Entity and Citibank, N.A., not in its individual capacity but solely as trustee~~ Guarantor (the ~~“Indenture~~ "Guarantor" or the "Corporation") and The Chase Manhattan Bank (formerly known as Chemical Bank), as Trustee (the "Trustee”", which term includes any successor ~~Indenture Trustee~~ trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective ~~rights~~ rights, limitations of rights, duties and ~~obligations thereunder~~ immunities of ~~the Issuing Entity~~MS plc, the ~~Indenture~~ Guarantor, the Trustee and ~~the~~ Holders of the ~~Notes~~Securities and the terms upon which the Securities are, and are to be, authenticated and delivered. The ~~Notes are subject to all~~ terms of the ~~Indenture. All terms used in this Note that~~ Indenture are ~~not otherwise defined herein and that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture~~hereby incorporated by reference herein. The ~~Notes~~Securities may be issued in one or more series, ~~the A-2 Notes~~which different series may be issued in various aggregate principal amounts, ~~the A-3 Notes~~ may mature at different times, may bear interest (if any) at different rates, may be subject to different redemption or repayment provisions (if any), may be subject to different sinking, purchase or analogous funds (if any) 2 Applicable to Definitive Capital Unit only. and ~~the A-4 Notes are and will be equally and ratably secured by the collateral pledged as security therefor~~ may otherwise vary as provided in the Indenture. This security is one of a series of Securities designated as the 8.03% Subordinated Debentures Due February 28, 2017 of MS plc (the "Debentures"), in an aggregate principal amount of U.S.$134,000,000. The ~~Issuing Entity shall pay interest on overdue installments of interest~~ Debentures will not be subject to any sinking fund and will be repayable at the ~~A-1 Note Rate~~ option of the Holder prior to maturity upon the ~~extent lawful. Each Noteholder or Note Owner, by acceptance~~ election of the Holder to effect a ~~Note, or,~~ Debenture Settlement (as defined in the ~~case~~ Capital Unit Agreement) upon the acceleration of ~~a Note Owner, a beneficial interest~~ the related Purchase Contracts as set forth in the ~~Note~~Capital Unit Agreement dated December 18, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against: (i) the Indenture Trustee or the Trustee in their individual capacities, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of: (a) the Indenture Trustee or the Trustee in their individual capacities, (b) any holder of a beneficial interest in the Issuing Entity1996 among MS plc, the ~~Trustee or~~ Corporation, The Chase Manhattan Bank and holders from time to time of Capital Units (the ~~Indenture Trustee or of (c) any successor or assign of the Indenture Trustee or the Trustee in their individual capacities~~"Capital Unit Agreement"). The Debentures will be redeemable, ~~except as any such Person may have expressly agreed and except that any such partner~~at MS plc's option, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such partner, owner or beneficiary. It is the intent of the Seller, the Servicer, the Noteholders and the Note Owners that, for purposes of federal and State income tax and any other tax measured in whole or in ~~part by income~~part, the Notes qualify as debt. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat, and to take no action inconsistent with the treatment of, the Notes for such tax purposes as debt, except as may be required otherwise in the case of (a) the Depositor or any of its Affiliates (including, without limitation, the Issuing Entity, the Sponsor and the Originator) or (b) any Person in whose hands (or in the hands of any predecessor holder of that Note), pursuant to Treasury regulations promulgated Section 385 of the Code, the Notes would not be treated in their entirety as indebtedness for U.S. federal income tax purposes. Each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in an A-1 Note that fails to comply with the requirements of the preceding sentence. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will not at any time ~~institute against~~ on or after February 28, 2007 and prior to maturity, upon not less than 30 nor more than 60 days' prior notice at the Seller or the Issuing Entity, or join in any institution against the Seller or the Issuing Entity of, any bankruptcy, reorganization or arrangement, insolvency or liquidation proceedings under any United States federal or State bankruptcy or similar law in connection with any obligations relating redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest to the ~~Notes~~date of redemption, if redeemed during the Indenture or the Basic Documents. Each Noteholder or Note Owner, by acceptance of a Note, or in the case of Note Owner, a beneficial interest in the Note, represents that either (a) it is not (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) twelve-month period beginning on February 28 of the Code, (iii) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”), or (iv) a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the purchase and holding of the Note, or a beneficial interest therein, will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar applicable law. This Note and the Indenture shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither Citibank, N.A., in its individual capacity, any owner of a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees, successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Indenture Trustee for the sole purposes of binding the interests of the Indenture Trustee in the assets of the Issuing Entity. The Holder of this Note by the acceptance hereof, and each Note Owner by the acceptance of a beneficial interest herein, each agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder and Note Owner shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.years indicated below: Year Percentage

Appears in 1 contract

Samples: Capital Unit Agreement (Morgan Stanley Group Inc /De/)

Appears in 1 contract

Samples: Senior Note Agreement (Pepsico Inc)

TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the ~~Notes designated above and referred to~~ Series 2023B, Tranche C Bonds designated, described or provided for in the within-mentioned Indenture. ~~Dated: ______________~~DEUTSCHE BANK TRUST COMPANY AMERICAS, ~~2024 CITIBANK, N.A., not in its individual capacity but solely~~ as ~~Indenture~~ Trustee By: ~~Name~~Authorized Officer Date of Authentication: ~~Title: This Note is one~~ [END OF FORM OF BOND]” PART IIA DESCRIPTION OF SERIES 2023B, TRANCHE A BONDS Series 2023B, Tranche A Bonds shall mature, subject to prior redemption, on the date set forth in the form of ~~a duly authorized issue~~ bond relating hereto hereinbefore set forth, and shall bear interest at the rate set forth in the form of ~~Notes~~ bond relating hereto hereinbefore set forth. Such interest shall be payable semiannually in arrears on March 15 and September 15 in each year, commencing on March 15, 2024, and all bonds of said series and Tranche shall be designated as hereinbefore in the sixth WHEREAS clause set forth in this Supplemental Indenture. Principal of, premium, if any, Make-Whole Amount, if any, and interest on said bonds shall be payable, to the extent specified in the form of bond hereinabove set forth, in any coin or currency of the ~~Issuing Entity~~United States of America which at the time of payment is legal tender for the payment of public and private debts, ~~designated as its 5.519% Class A-1 Asset Backed Notes (herein called~~ at the ~~“A-1 Notes”~~ office or the “Notes”), all issued under an Indenture dated as of May 1, 2024 (such Indenture, as supplemented or amended, is herein called the “Indenture”) between the Issuing Entity and Citibank, N.A., not in its individual capacity but solely as trustee (the “Indenture Trustee”, which term includes any successor Indenture Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement agency of the respective rights and obligations thereunder of the Issuing Entity, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. All terms used in this Note that are not otherwise defined herein and that are defined Company in the ~~Indenture~~ Borough of Manhattan, The City of New York, N.Y. or at such other place as the Company shall have ~~the meanings assigned to them in or pursuant~~ designated by written notice to the ~~Indenture. The Notes, the A-2 Notes, the A-3 Notes and the A-4 Notes are and will be equally and ratably secured by the collateral pledged as security therefor~~ holder of said bonds as provided in the Bond Purchase Agreement. Definitive bonds of said series may be issued, originally or otherwise, only as registered bonds; and they and the Trustee’s certificate of authentication shall be substantially in the forms hereinbefore recited, respectively. Definitive registered Series 2023B Bonds may be issued in the denomination of $100,000 and in integral multiples of $1,000 in excess thereof as the Board of Directors of the Company shall approve, and execution and delivery to the Trustee for authentication shall be conclusive evidence of such approval. In the manner and upon payment of the charges prescribed in the Indenture, registered bonds of said series and Tranche may be exchanged for a like aggregate principal amount of fully registered bonds of other authorized denominations of the same series and Tranche, upon presentation and surrender thereof for cancellation to the Trustee at its designated corporate trust office, currently in the Borough of Manhattan, The City of New York, N.Y. However, no charge shall be made upon any transfer or exchange of bonds of said series other than for any tax or taxes or other governmental charge required to be paid by the Company. The ~~Issuing Entity~~ form of the temporary bonds of said series and Tranche shall ~~pay interest~~ be in substantially the form of the form of registered bond hereinbefore recited with such appropriate changes therein as are required on ~~overdue installments~~ account of ~~interest~~ the temporary nature thereof. Said temporary bonds of said series and Tranche shall be in registered form, registrable as to principal, and shall be exchangeable for definitive bonds of said series and Tranche when prepared. The person in whose name any registered bond of the Series 2023B, Tranche A Bonds is registered at the ~~A-1 Note Rate~~ close of business on any Regular Record Date (as defined in such bond) with respect to any Interest Payment Date (as defined in such bond) shall be entitled to receive the interest payable on such Interest Payment Date notwithstanding the cancellation of such registered bond upon any transfer or exchange thereof subsequent to the ~~extent lawful. Each Noteholder or Note Owner~~Regular Record Date and prior to such interest payment date, ~~by acceptance of a Note, or,~~ except in the case of a Note Owner, a beneficial interest in the Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against: (i) the Indenture Trustee or the Trustee in their individual capacities, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of: (a) the Indenture Trustee or the Trustee in their individual capacities, (b) any holder of a beneficial interest in the Issuing Entity, the Trustee or the Indenture Trustee or of (c) any successor or assign of the Indenture Trustee or the Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such partner, owner or beneficiary. It is the intent of the Seller, the Servicer, the Noteholders and the Note Owners that, for purposes of federal and State income tax and any other tax measured in whole or in part by income, the Notes qualify as debt. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat, and to take no action inconsistent with the treatment of, the Notes for such tax purposes as debt, except as may be required otherwise in the case of (a) the Depositor or any of its Affiliates (including, without limitation, the Issuing Entity, the Sponsor and the Originator) or (b) any Person in whose hands (or in the hands of any predecessor holder of that Note), pursuant to Treasury regulations promulgated Section 385 of the Code, the Notes would not be treated in their entirety as indebtedness for U.S. federal income tax purposes. Each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in an A-1 Note that fails to comply with the requirements of the preceding sentence. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will not at any time institute against the Seller or the Issuing Entity, or join in any institution against the Seller or the Issuing Entity of, any bankruptcy, reorganization or arrangement, insolvency or liquidation proceedings under any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents. Each Noteholder or Note Owner, by acceptance of a Note, or in the case of Note Owner, a beneficial interest in the Note, represents that either (a) it is not (i) an employee benefit plan Defaulted Interest (as defined ~~in Section 3(3~~below) ~~of ERISA) that is subject~~ which will cease to be payable to the ~~provisions~~ holder on such Regular Record Date and shall be paid to the person in whose name the Series 2023B, Tranche A Bond is registered at the close of ~~Title I~~ business on a date (herein called a “Special Record Date”) for payment of ~~ERISA~~such defaulted interest to be fixed as hereinafter provided in this Supplemental Indenture. Except as provided in this Section, ~~(ii) a plan described in Section 4975(e)(1)~~ every registered bond of the ~~Code~~Series 2023B, (iii) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”), or (iv) a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the purchase and holding of the Note, or a beneficial interest therein, will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar applicable law. This Note and the Indenture Tranche A Bonds shall be ~~construed in accordance with the laws of the State of New York,~~ dated and ~~the obligations, rights and remedies of the parties hereunder and thereunder~~ shall be determined in accordance with such laws. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and bear interest ~~on this Note at the times, place and rate, and in the coin or currency, herein prescribed. Anything herein to the contrary notwithstanding, except~~ as ~~expressly~~ provided in the ~~Basic Documents, neither Citibank, N.A., in its individual capacity, any owner~~ form of a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees, successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Indenture Trustee for the sole purposes of binding the interests of the Indenture Trustee in the assets of the Issuing Entity. The Holder of this Note by the acceptance hereof, and each Note Owner by the acceptance of a beneficial interest herein, each agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder and Note Owner shall have no claim against any of the foregoing for any deficiency, loss or claim therefrombond relating hereto hereinbefore set forth; provided, however, that ~~nothing contained~~ so long as there is no existing default in the payment of interest on the bonds, the holder of any bond authenticated by the Trustee between the Regular Record Date for any Interest Payment Date and such Interest Payment Date shall not be entitled to the payment of the interest due on such Interest Payment Date and shall have no claim against the Company with respect thereto; and provided, further, that, if and to the extent the Company shall default in the payment of the interest due on such Interest Payment Date, then any such bond shall bear interest from the interest payment date to which interest has been paid. Any interest on any Series 2023B Bond, or any Tranche thereof, which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be ~~taken~~ payable to ~~prevent recourse to~~the holder on the related Regular Record Date by virtue of having been such holder, and ~~enforcement against~~such Defaulted Interest may be paid by the Company, ~~the assets of the Issuing Entity for any and all liabilities~~at its election in each case, ~~obligations and undertakings contained~~ as provided in ~~the Indenture~~ clause (a) or ~~in this Note.~~(b) below:

Appears in 1 contract

Samples: Bond Purchase Agreement (Centerpoint Energy Inc)

TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the ~~Notes~~ Securities of the series designated ~~above~~ herein and referred to in the within-mentioned Indenture. Dated: ~~______________~~March 27, ~~2024 CITIBANK~~2008 U.S. BANK NATIONAL ASSOCIATION, ~~N.A., not in its individual capacity but solely~~ as ~~Indenture~~ Trustee By: ~~Name: Title:~~ Authorized Signatory This ~~Note~~ Security is one of a duly authorized issue of ~~Notes~~ securities of the ~~Issuing Entity, designated as its 5.519% Class A-1 Asset Backed Notes~~ Company (herein called the “~~A-1 Notes” or the “Notes~~Securities”), ~~all~~ issued and to be issued in one or more series under an ~~Indenture~~ Indenture, dated as of ~~May 1~~September 16, ~~2024~~ 2005 (~~such Indenture, as supplemented or amended, is~~ herein called the “Indenture”) ), between the ~~Issuing Entity~~ Company and ~~Citibank~~U.S. Bank National Association (as successor to CITIBANK, N.A.), ~~not in its individual capacity but solely~~ as ~~trustee~~ Trustee (herein called the “~~Indenture~~ Trustee”~~, which term includes any successor Indenture Trustee under the Indenture~~), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective ~~rights~~ rights, limitations of rights, obligations, duties and ~~obligations~~ immunities thereunder of the ~~Issuing Entity~~Company, the ~~Indenture~~ Trustee and the ~~Holders~~ holders of the ~~Notes~~Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof limited (except as provided in the Indenture) in aggregate principal amount to $250,000,000. The ~~Notes are~~ separate series of Securities may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to ~~all terms~~ different redemption provisions (if any), may be subject to different sinking funds (if any), may be subject to different covenants and Events of ~~the Indenture. All terms used in this Note that are not otherwise defined herein and that are~~ Default (as defined in the Indenture) and may otherwise vary as in the Indenture ~~shall have the meanings assigned to them in or pursuant to the Indenture~~provided. The ~~Notes~~Indenture further provides that the Securities of a single series may be issued at various times, with different maturity dates and may bear interest at different rates. If an Event of Default with respect to Securities of this series shall occur and be continuing, then the ~~A-2 Notes~~Trustee or the holders of not less than 25% in aggregate principal amount of the Securities of this series then Outstanding may declare the principal of the Securities of this series and accrued interest thereon, if any, to be due and payable in the ~~A-3 Notes~~ manner and with the ~~A-4 Notes are and will be equally and ratably secured by the collateral pledged as security therefor as~~ effect provided in the Indenture. The Issuing Entity shall pay interest on overdue installments of interest at the A-1 Note Rate to the extent lawful. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in the Note, covenants and agrees that no recourse may be taken, directly or indirectlyIndenture permits, with ~~respect to~~ certain exceptions as therein provided, the amendment or supplementing thereof and the modification of the rights and obligations of the ~~Issuing Entity or~~ Company and the ~~Indenture Trustee on~~ rights of the ~~Notes or~~ holders of the Securities of each series to be affected under the Indenture or at any ~~certificate or other writing delivered in connection therewith, against: (i)~~ time by the ~~Indenture Trustee or~~ Company and the Trustee with the consent of the holders of not less than a majority in ~~their individual capacities~~aggregate principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, ~~(ii) any owner~~ on behalf of ~~a beneficial interest in~~ the ~~Issuing Entity or (iii) any partner~~holders of all Securities of such series, ~~owner, beneficiary, agent, officer, director or employee of: (a)~~ to waive compliance by the ~~Indenture Trustee or the Trustee in their individual capacities, (b) any holder of a beneficial interest in the Issuing Entity, the Trustee or the Indenture Trustee or of (c) any successor or assign~~ Company with certain provisions of the Indenture ~~Trustee~~ and certain past defaults or Events of Default under the ~~Trustee in their individual capacities, except as~~ Indenture and the consequences of any such ~~Person may have expressly agreed and except that any~~ defaults or Events of Default. Any such ~~partner, owner~~ consent or ~~beneficiary~~ waiver (unless revoked as provided in the Indenture) shall be ~~fully liable, to~~ conclusive and binding upon the ~~extent provided by applicable law, for~~ holder and upon all future holders of this Security and of any ~~unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such partner, owner or beneficiary. It is~~ Security issued upon the ~~intent~~ registration of ~~the Seller, the Servicer, the Noteholders and the Note Owners that, for purposes of federal and State income tax and any other tax measured in whole~~ transfer hereof or in part by income, the Notes qualify as debt. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat, and to take no action inconsistent with the treatment of, the Notes for such tax purposes as debt, except as may be required otherwise in the case of (a) the Depositor or any of its Affiliates (including, without limitation, the Issuing Entity, the Sponsor and the Originator) or (b) any Person in whose hands (exchange herefor or in ~~the hands of any predecessor holder of that Note)~~lieu hereof, ~~pursuant to Treasury regulations promulgated Section 385 of the Code, the Notes would~~ whether or not ~~be treated in their entirety as indebtedness for U.S. federal income tax purposes. Each Noteholder or holder of an interest in an A-1 Note, by acceptance~~ notation of such ~~A-1 Note~~ consent or such interest therein, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax waiver is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in an A-1 Note that fails to comply with the requirements of the preceding sentence. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will not at any time institute against the Seller or the Issuing Entity, or join in any institution against the Seller or the Issuing Entity of, any bankruptcy, reorganization or arrangement, insolvency or liquidation proceedings under any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents. Each Noteholder or Note Owner, by acceptance of a Note, or in the case of Note Owner, a beneficial interest in the Note, represents that either (a) it is not (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, (iii) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”), or (iv) a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the purchase and holding of the Note, or a beneficial interest therein, will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar applicable law. This Note and the Indenture shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such lawsmade upon this Security. No reference herein to the Indenture and no provision of this ~~Note~~ Security or of the Indenture shall alter or impair the obligation of the ~~Issuing Entity~~Company, which is absolute and unconditional, to pay the principal of and ~~interest~~ interest, if any, on this ~~Note~~ Security at the times, place and rate, if any, and in the coin or currency, herein prescribed. ~~Anything herein~~ This Security shall be exchangeable for Securities registered in the names of Persons other than the Depository with respect to such series or its nominee only as provided in this paragraph. This Security shall be so exchangeable if (x) the Depository notifies the Company that it is unwilling or unable to continue as Depository for such series or at any time ceases to be a clearing agency registered as such under the Securities Exchange Act of 1934, as amended (y) the Company executes and delivers to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither Citibank, N.A., in its individual capacity, any owner of a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees, successors or assigns Trustee an Officers’ Certificate providing that this Security shall be ~~personally liable for, nor~~ so exchangeable or (z) there shall ~~recourse~~ have occurred and be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Indenture Trustee for the sole purposes of binding the interests of the Indenture Trustee in the assets of the Issuing Entity. The Holder of this Note by the acceptance hereof, and each Note Owner by the acceptance of a beneficial interest herein, each agrees that, except as expressly provided in the Basic Documents, in the case of continuing an Event of Default ~~under~~ with respect to the ~~Indenture~~Securities of such series. Securities so issued in exchange for this Security shall be of the same series, having the same interest rate, if any, and maturity and having the same terms as this Security, in authorized denominations and in the aggregate having the same principal amount as this Security and registered in such names as the Depository for such Global Security shall direct. As provided in the Indenture and subject to certain limitations therein set forth, the ~~Holder~~ transfer of a Security of the series of which this Security is a part is registrable in the Security register, upon due presentment of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and ~~Note Owner~~ interest, if any, on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security registrar, duly executed by the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, having the same interest rate, if any, and maturity and having the same terms as this Security, of any authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of the series of which this Security is a part are issuable only in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination having the same interest rate, if any, and maturity and having the same terms as such Securities, as requested by the holder surrendering the same. No service charge shall ~~have~~ be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue and notwithstanding any notation of ownership or other writing hereon, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. No recourse for the payment of the principal of or interest, if any, on this Security, or for any claim based hereon or otherwise in respect hereof, and no ~~claim~~ recourse under or upon any obligation, covenant or agreement of the Company in the Indenture or any indenture supplemental thereto or in any Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, official or director, as such, past, present or future, of the ~~foregoing~~ Company or of any successor entity, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being by the acceptance hereof and as part of the consideration for ~~any deficiency~~the issue hereof, ~~loss or claim therefrom~~expressly waived and released; provided~~, however~~, that nothing contained herein or in the Indenture shall be taken to prevent recourse ~~to,~~ to and the enforcement ~~against, the assets~~ of the ~~Issuing Entity for~~ liability, if any, of any stockholder or subscriber to capital stock upon or in respect of shares of capital stock not fully paid. The Securities shall be redeemable at the option of the Company at any time and ~~all liabilities~~from time to time (a “Redemption Date”), ~~obligations~~ in whole or in part, at a redemption price (the “Redemption Price”) equal to the sum of (i) the principal amount of the Securities being redeemed plus accrued and ~~undertakings contained~~ unpaid interest, if any, up to but excluding the Redemption Date and (ii) the Make-Whole Amount (as defined below), if any. If the Company has given notice as provided in the Indenture and funds for the redemption of the Securities called for redemption have been made available on the Redemption Date, such Securities shall cease to bear interest on the Redemption Date. Thereafter, the only right of the holders of the Securities shall be to receive payment of the Redemption Price. The Company shall give notice of any optional redemption to holders of the Security at their addresses, as shown in the security register for the Securities, not more than 45 nor less than 30 days prior to the Redemption Date. The notice of redemption shall specify, among other items, the Redemption Price and the principal amount of the Securities held by such holder to be redeemed. If less than all of the Securities are to be redeemed, the Company shall give the Trustee at least 60 days’ prior notice of the Redemption Date and of the aggregate principal amount of the Securities to be redeemed, and the Trustee shall select the Securities or portions of Securities to be redeemed either pro rata or by such method as the Trustee shall deem fair and appropriate; provided that if, at the time of redemption, such Securities are registered as Global Securities, the Depository shall determine, in ~~this Note~~accordance with its procedures, the principal amount of such Securities held by each owner of beneficial interests in Global Securities to be redeemed. The Trustee may select for redemption Securities and portions of Securities in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Appears in 1 contract

Samples: Global Security Agreement (Hershey Co)

Appears in 1 contract

Samples: Supplemental Indenture (Bp Capital Markets PLC)

TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the ~~Notes~~ Securities of the series designated ~~above and~~ therein referred to in the within-mentioned Indenture. ~~Dated: ______________~~BANKERS TRUST COMPANY, ~~2024 CITIBANK, N.A., not in its individual capacity but solely~~ as ~~Indenture~~ Trustee By: ~~Name~~Date: ~~Title:~~ , 1997 ------------------------------ ------------------- Authorized Officer SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP MEDIUM-TERM NOTE (FLOATING RATE) This Note is one of a duly authorized issue of ~~Notes~~ securities of the ~~Issuing Entity~~Company (hereinafter called the "Securities"), ~~designated~~ issued and to be issued in one or more series under an Indenture (the "Indenture") among the Company, Sun, and Bankers Trust Company, a banking corporation organized under the laws of the State of New York, as ~~its 5.519% Class A-1 Asset Backed Notes~~ Trustee (herein called the “A-1 Notes” or the “Notes”), all issued under an Indenture dated as of May 1, 2024 (such Indenture, as supplemented or amended, is herein called the “Indenture”) between the Issuing Entity and Citibank, N.A., not in its individual capacity but solely as trustee (the “Indenture "Trustee”", which term includes any successor ~~Indenture Trustee~~ trustee under the ~~Indenture~~Indenture with respect to the series of which this Note is a part), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective ~~rights~~ rights, limitations of rights, duties and ~~obligations~~ immunities thereunder of the ~~Issuing Entity~~Company, the ~~Indenture~~ Trustee and the Holders of the ~~Notes. The Notes are subject to all terms~~ Securities and of the ~~Indenture~~terms upon which the Securities are, and are to be, authenticated and delivered. This Note is one of the series of Securities designated as "Medium-Term Notes Due Nine Months or More From Date of Issue" (the "Notes"). All terms used but not defined in this Note ~~that are not otherwise defined herein and that are defined~~ or in ~~the Indenture~~ an Addendum hereto shall have the meanings assigned to ~~them in or pursuant to the Indenture. The Notes, the A-2 Notes, the A-3 Notes and the A-4 Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided~~ such terms in the Indenture. ~~The Issuing Entity shall pay interest~~ This Note is issuable only in registered form without coupons in minimum denominations of U.S. $1,000 and integral multiples thereof or the minimum Authorized Denomination specified on ~~overdue installments~~ the face hereof. This Note will not be subject to any sinking fund and, unless otherwise provided on the face hereof in accordance with the provisions of ~~interest~~ the following two paragraphs, will not be redeemable or repayable prior to the Stated Maturity Date. This Note will be subject to redemption at the ~~A-1 Note Rate~~ option of the Company on any date on or after the Initial Redemption Date, if any, specified on the face hereof, in whole or from time to time in part in increments of U.S. $1,000 or the minimum Authorized Denomination (provided that any remaining principal amount hereof shall be at least U.S. $1,000 or such minimum Authorized Denomination), at the Redemption Price (as defined below), together with unpaid interest accrued thereon to the ~~extent lawful~~date fixed for redemption (each, a "Redemption Date"), on written notice given to the Holder of this Note no more than 60 nor less than 30 calendar days prior to the Redemption Date and in accordance with the provisions of the Indenture. ~~Each Noteholder or~~ If no Initial Redemption Date is set forth on the face hereof, this Note ~~Owner~~may not be redeemed prior to Maturity. The "Redemption Price", if any, shall initially be the Initial Redemption Percentage specified on the face hereof, if any, multiplied by ~~acceptance~~ the unpaid principal amount of this Note to be redeemed. The Initial Redemption Percentage, if any, shall decline at each anniversary of the Initial Redemption Date by the Annual Redemption Percentage Reduction, if any, specified on the face hereof until the Redemption Price is 100% of the unpaid principal amount to be redeemed. In the event of redemption of this Note in part only, a ~~Note, or,~~ new Note of like tenor for the unredeemed portion hereof and otherwise having the same terms as this Note shall be issued in the ~~case of a Note Owner, a beneficial interest in the Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations~~ name of the ~~Issuing Entity or~~ Holder hereof upon the ~~Indenture Trustee~~ presentation and surrender hereof. This Note will be subject to repayment by the Company at the option of the Holder hereof on the ~~Notes or under~~ Optional Repayment Date(s), if any, specified on the ~~Indenture or any certificate or other writing delivered in connection therewith~~face hereof, against: (i) the Indenture Trustee or the Trustee in their individual capacities, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of: (a) the Indenture Trustee or the Trustee in their individual capacities, (b) any holder of a beneficial interest in the Issuing Entity, the Trustee or the Indenture Trustee or of (c) any successor or assign of the Indenture Trustee or the Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such partner, owner or beneficiary. It is the intent of the Seller, the Servicer, the Noteholders and the Note Owners that, for purposes of federal and State income tax and any other tax measured in whole or in part in increments of U.S. $1,000 or the minimum Authorized Denomination (provided that any remaining principal amount hereof shall be at least U.S. $1,000 or such minimum Authorized Denomination), at a repayment price equal to 100% of the unpaid principal amount to be repaid, together with unpaid interest accrued thereon to the date fixed for repayment (each, a "Repayment Date"). If an Optional Repayment Date is not set forth on the face hereof, this Note will not be repayable at the option of the Holder hereof prior to Maturity. For this Note to be repaid, this Note must be received, together with the form hereon entitled "Option to Elect Repayment" duly completed, by ~~income~~the Trustee at its corporate trust office not more than 60 nor less than 30 calendar days prior to the Repayment Date. Exercise of such repayment option by the Holder hereof will be irrevocable. In the event of repayment of this Note in part only, a new Note of like tenor for the unrepaid portion hereof and otherwise having the same terms as this Note shall be issued in the name of the Holder hereof upon the presentation and surrender hereof. If the Interest Calculation of this Note is specified on the face hereof as a Discount Note, the ~~Notes qualify~~ amount payable to the Holder of this Note in the event of redemption, repayment or acceleration of maturity of this Note will be equal to the sum of (1) the Issue Price, if any, specified on the face hereof (increased by any accruals of the Discount, as ~~debt. Each Noteholder or Note Owner, by acceptance of a Note, or~~defined below) and, in the event of any redemption of this Note (if applicable), multiplied by the Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage Reduction, if applicable), if any, and (2) any unpaid interest on this Note accrued from the Original Issue Date to the Redemption Date, Repayment Date or date of acceleration of maturity, as the case may be. The difference between the Issue Price and 100% of the principal amount of this Note is referred to herein as the "Discount". For purposes of determining the amount of Discount that has accrued as of any Redemption Date, Repayment Date or date of acceleration of maturity of this Note, such Discount will be accrued so as to cause the yield on the Note to be constant. The constant yield will be calculated using a ~~Note Owner~~30-day month, 360-day year convention, a ~~beneficial~~ compounding period that, except for the Initial Period (as defined below), corresponds to the shortest period between Interest Payment Dates (with ratable accruals within a compounding period), a coupon rate equal to the initial interest ~~in a~~ rate applicable to this Note and an assumption that the maturity of this Note will not be accelerated. If the period from the Original Issue Date to the initial Interest Payment Date (the "Initial Period") is shorter than the compounding period for this Note, ~~agrees to treat~~a proportionate amount of the yield for an entire compounding period will be accrued. If the Initial Period is longer than the compounding period, then such period will be divided into a regular compounding period and ~~to take no action inconsistent~~ a short period, with the ~~treatment of, the Notes for such tax purposes~~ short period being treated as ~~debt, except as may be required otherwise~~ provided in the case of (a) the Depositor or any of its Affiliates (including, without limitation, the Issuing Entity, the Sponsor and the Originator) or (b) any Person in whose hands (or in the hands of any predecessor holder of that Note), pursuant to Treasury regulations promulgated Section 385 of the Code, the Notes would not be treated in their entirety as indebtedness for U.S. federal income tax purposes. Each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in an A-1 Note that fails to comply with the requirements of the preceding sentence. ~~Each Noteholder or~~ The interest rate borne by this Note ~~Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder~~ will not at any time institute against the Seller or the Issuing Entity, or join in any institution against the Seller or the Issuing Entity of, any bankruptcy, reorganization or arrangement, insolvency or liquidation proceedings under any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents. Each Noteholder or Note Owner, by acceptance of a Note, or in the case of Note Owner, a beneficial interest in the Note, represents that either (a) it is not (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, (iii) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”), or (iv) a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the purchase and holding of the Note, or a beneficial interest therein, will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar applicable law. This Note and the Indenture shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither Citibank, N.A., in its individual capacity, any owner of a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees, successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Indenture Trustee for the sole purposes of binding the interests of the Indenture Trustee in the assets of the Issuing Entity. The Holder of this Note by the acceptance hereof, and each Note Owner by the acceptance of a beneficial interest herein, each agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder and Note Owner shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.follows:

Appears in 1 contract

Samples: Note Agreement (Sun Communities Inc)

Appears in 1 contract

Samples: Senior Note Agreement (Pepsico Inc)

Appears in 1 contract

Samples: Supplemental Indenture (Bp Capital Markets PLC)

Appears in 1 contract

Samples: Thirty First Supplemental Indenture (Bp Capital Markets PLC)

Appears in 1 contract

Samples: Senior Note Agreement (Pepsico Inc)

Appears in 1 contract

Samples: Twenty Second Supplemental Indenture (Bp Capital Markets PLC)

TRUSTEE’S CERTIFICATE OF AUTHENTICATION. This is one of the ~~Notes~~ Securities of the Series designated ~~above and~~ herein referred to in the within-mentioned Indenture. ~~Dated: ______________~~STATE STREET BANK AND TRUST COMPANY, ~~2024 CITIBANK, N.A., not in its individual capacity but solely as Indenture~~ Trustee By~~: Name: Title:~~ ............................ REVERSE OF SECURITY This ~~Note~~ Security is one of a duly authorized issue of ~~Notes~~ securities of the ~~Issuing Entity, designated as its 5.519% Class A-1 Asset Backed Notes~~ Company (herein called the ~~“A-1 Notes” or the “Notes”~~"Securities"), ~~all~~ issued and to be issued in one or more series under an ~~Indenture~~ Indenture, dated as of ~~May~~ December 1, ~~2024 (such Indenture~~1987, between the Company and State Street Bank and Trust Company, as ~~supplemented or amended, is~~ successor Trustee thereunder (herein called the ~~“Indenture”) between the Issuing Entity and Citibank, N.A., not in its individual capacity but solely as trustee (the “Indenture~~ "Trustee”", which term includes any successor ~~Indenture Trustee~~ trustee under the Indenture), ~~to which Indenture~~ as supplemented by a First Supplemental Indenture, dated as of December 2, 1996, between the Company and ~~all indentures supplemental thereto~~ the Trustee (herein collectively called the "Indenture"), and reference is hereby made to the Indenture for a statement of the respective ~~rights~~ rights, limitations of rights, duties and ~~obligations~~ immunities thereunder of the ~~Issuing Entity~~Company, the ~~Indenture~~ Trustee and the Holders of the ~~Notes~~Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. ~~The~~ This Security is one of the series designated on the face hereof, limited in aggregate principal amount to FIVE HUNDRED MILLION DOLLARS ($500,000,000). Subject to and upon compliance with the provisions of the Indenture, on the last Trading Day of each January, April, July and October, from and including January 1997 through and including July 2001, any Notes ~~are~~ (other than Notes with respect to which a notice of exchange for Salomon Common Stock has been delivered by the Company prior to such Exchange Date) will be exchangeable, at the option of the Holder, for shares of Salomon Common Stock at the Exchange Rate of 17.65 shares of Salomon Common Stock per Note (or at the current adjusted Exchange Rate if an adjustment has been made as provided in the Indenture), provided that the Closing Price of Salomon Common Stock on the Exchange Date exceeds the Exchange Price then in effect, and subject to ~~all~~ certain additional conditions described below. In the event that a prospectus supplement and prospectus of Salomon covering the shares of Salomon Common Stock which may be received by a Holder of Notes upon an exchange is required to be delivered under the Securities Act of 1933 and is not made available by Salomon to the Company for use during any Exchange Period, the Company shall, on or prior to the applicable Exchange Date, upon written notice to each Holder that has complied with the procedures for exchange of Notes described herein (an "Electing Holder"), postpone such Exchange Date from time to time until such later Business Day (the "New Exchange Date") as the Company is able to deliver a Salomon Prospectus or is no longer required to do so. In the event that the Company postpones any Exchange Date, (1) no additional Notes may be delivered to the Trustee by any Holder for exchange into Salomon Common Stock at any time during the period from the original Exchange Date through and including the New Exchange Date, (2) each Electing Holder shall have the right, until the New Exchange Date, to irrevocably withdraw any Notes delivered to the Trustee on or prior to the original Exchange Date, and (3) any Notes that have not been withdrawn by an Electing Holder prior to the New Exchange Date shall be exchanged for shares of Salomon Common Stock on the New Exchange Date, provided that the Closing Price of Salomon Common Stock on the New Exchange Date exceeds the Exchange Price then in effect. In addition, if a Reorganization Event shall have occurred, the Notes shall not be exchangeable at the option of the Holder for any Exchange Securities during any Exchange Period if a prospectus covering such Exchange Securities is required to be delivered by the Company under the Securities Act and is not available to the Company for use during such Exchange Period. In connection with any redemption or exchange prior to Maturity of the Notes, the Company will notify the Depositary and the Trustee and will publish a notice in a daily newspaper of national circulation stating (1) the Exchange Rate then in effect, (2) whether the Notes will be exchanged for shares of Salomon Common Stock or redeemed for cash and (3) the redemption or Exchange Date (which shall be at least 15 days but not more than 30 days after the date of such notice). On the Exchange Date with respect to any exchange of Notes for Salomon Common Stock, such Notes shall cease to be outstanding and shall be deemed to represent solely the right to receive shares of Salomon Common Stock in accordance with the terms of the Indenture. ~~All terms used~~ The Company will pay in ~~this Note that are not otherwise defined herein~~ cash the accrued and ~~that are defined in~~ unpaid interest on all Notes redeemed or exchanged to but excluding the ~~Indenture shall have~~ date of redemption or exchange. In any exchange of Notes for shares of Salomon Common Stock at or prior to Maturity of the ~~meanings assigned to them in or pursuant to the Indenture. The~~ Notes, ~~the A-2 Notes, the A-3 Notes and the A-4 Notes are and~~ no fractional shares of Salomon Common Stock will be ~~equally and ratably secured by the collateral pledged as security therefor~~ issued, as provided in the Indenture. ~~The Issuing Entity shall pay interest on overdue installments~~ If the Company exchanges Notes for shares of ~~interest at the A-1 Note Rate to the extent lawful. Each Noteholder or Note Owner~~Salomon Common Stock, ~~by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in the Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations~~ Holders of the ~~Issuing Entity or~~ Notes will be responsible for the ~~Indenture Trustee on~~ payment of any brokerage costs incurred upon the subsequent sale of such shares. If less than all the Notes then outstanding are to be redeemed or ~~under~~ exchanged prior to maturity of the Indenture or any certificate or other writing delivered in connection therewith, against: (i) the Indenture Trustee or the Trustee in their individual capacities, (ii) any owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of: (a) the Indenture Trustee or the Trustee in their individual capacities, (b) any holder of a beneficial interest in the Issuing EntityNotes, the Trustee will select those to be redeemed or ~~the Indenture Trustee or of (c) any successor or assign of the Indenture Trustee or the Trustee in their individual capacities, except~~ exchanged as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such partner, owner or beneficiary. It is the intent of the Seller, the Servicer, the Noteholders and the Note Owners that, for purposes of federal and State income tax and any other tax measured in a whole or in part pro rata or by ~~income,~~ lot or by such method as the Trustee shall deem fair and appropriate. Notice of redemption or exchange will be given to holders of the Notes ~~qualify as debt. Each Noteholder~~ to be redeemed or exchanged by first-class mail, postage prepaid at their last address appearing on the Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, agrees to treat, and to take no action inconsistent with the treatment of, the Notes for such tax purposes as debt, except as may be required otherwise in the case of (a) the Depositor or any of its Affiliates (including, without limitation, the Issuing Entity, the Sponsor and the Originator) or (b) any Person in whose hands (or in the hands of any predecessor holder of that Note), pursuant to Treasury regulations promulgated Section 385 of the Code, the Notes would not be treated in their entirety as indebtedness for U.S. federal income tax purposes. Each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees to provide to the Indenture Trustee, any Paying Agent or the Issuing Entity, as applicable, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information. In addition, each Noteholder or holder of an interest in an A-1 Note, by acceptance of such A-1 Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in an A-1 Note that fails to comply with the requirements of the preceding sentence. Each Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder will not at any time institute against the Seller or the Issuing Entity, or join in any institution against the Seller or the Issuing Entity of, any bankruptcy, reorganization or arrangement, insolvency or liquidation proceedings under any United States federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents. Each Noteholder or Note Owner, by acceptance of a Note, or in the case of Note Owner, a beneficial interest in the Note, represents that either (a) it is not (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, (iii) any entity whose underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”), or (iv) a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the purchase and holding of the Note, or a beneficial interest therein, will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar applicable law. This Note and the Indenture shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither Citibank, N.A., in its individual capacity, any owner of a beneficial interest in the Issuing Entity, nor any of their respective partners, beneficiaries, agents, officers, directors, employees, successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Indenture Trustee for the sole purposes of binding the interests of the Indenture Trustee in the assets of the Issuing Entity. The Holder of this Note by the acceptance hereof, and each Note Owner by the acceptance of a beneficial interest herein, each agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder and Note Owner shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this Noteregistry books.

Appears in 1 contract

Samples: Supplemental Indenture (Berkshire Hathaway Inc /De/)

Common use of TRUSTEE’S CERTIFICATE OF AUTHENTICATION Clause in Contracts