RECITALS OF THE ISSUER. The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the “Securities”), to be issued in one or more series as set forth in this Indenture. All things necessary to make this Indenture a valid agreement of the Issuer, in accordance with its terms, have been done.
RECITALS OF THE ISSUER. The Issuer has duly authorized the creation of an issue of 6.000% Senior Notes Due 2027 (the “Initial Notes”), issued on the date hereof and to provide therefor the Issuer has duly authorized the execution and delivery of this Indenture. All things necessary have been done to make the Notes (as defined below), when executed by the Issuer and authenticated and delivered hereunder and duly issued by the Issuer, the valid and legally binding obligations of the Issuer and to make this Indenture a valid and legally binding agreement of the Issuer, in accordance with their and its terms. Each of the parties hereto is entering into this Indenture for the benefit of the other parties and for the equal and ratable benefit of the Holders (as defined below) of (i) the Issuer’s Initial Notes and (ii) any Additional Notes (as defined below) that may be issued from time to time under this Indenture.
RECITALS OF THE ISSUER. The Issuer has duly authorized the execution and delivery of this Indenture and the creation and issuance of the Securitization Bonds issuable hereunder, which will be of substantially the tenor set forth herein and in the Series Supplement. The Securitization Bonds shall be non-recourse obligations and shall be secured by and payable solely out of the proceeds of the Securitization Property and the other Securitization Bond Collateral as provided herein. If and to the extent that such proceeds of the Securitization Property and the other Securitization Bond Collateral are insufficient to pay all amounts owing with respect to the Securitization Bonds, then, except as otherwise expressly provided hereunder, the Holders shall have no Claim in respect of such insufficiency against the Issuer or the Indenture Trustee, and the Holders, by their acceptance of the Securitization Bonds, waive any such Claim. All things necessary to (a) make the Securitization Bonds, when executed by the Issuer and authenticated and delivered by the Indenture Trustee hereunder and duly issued by the Issuer, valid obligations, and (b) make this Indenture a valid agreement of the Issuer, in each case, in accordance with their respective terms, have been done.
RECITALS OF THE ISSUER. The Issuer has duly authorized the creation of an issue of Floating Rate Senior Notes Due 2011 (the “Initial Securities”) and, if and when issued pursuant to a Registered Exchange Offer or Private Exchange Offer pursuant to a Registration Agreement for the Initial Securities, Floating Rate Senior Notes Due 2011 (the “Exchange Securities” and, together with the Initial Securities, the “Securities”), of substantially the tenor and amount hereinafter set forth, and to provide therefor the Issuer and Parent have duly authorized the execution and delivery of this Indenture. All things necessary have been done to make the Securities, when executed by the Issuer and authenticated and delivered hereunder and duly issued by the Issuer, the valid obligations of the Issuer and to make this Indenture a valid agreement of each of Parent, the Issuer and the Trustee, in accordance with their and its terms. Simultaneously with the closing of the offering of the Initial Securities, the Issuer will lend the net proceeds of the issuance of the Securities and certain cash on hand to Level 3 LLC in return for the Offering Proceeds Note. Currently, Level 3 LLC is the obligor on the Parent Intercompany Note. Pursuant to the Parent Intercompany Note Subordination Agreement, Level 3 LLC’s obligations under the Parent Intercompany Note will be subordinated to its obligations under the Offering Proceeds Note upon the limited circumstances set forth therein. As set forth herein, under certain circumstances, Restricted Subsidiaries will be required to enter into a Note Guarantee and an Offering Proceeds Note Guarantee and subordinate certain intercompany obligations to their obligations under such guarantee pursuant to the Parent Intercompany Note Subordination Agreement. On December 1, 2004, Parent, as guarantor, the Issuer, as borrower, Xxxxxxx Xxxxx Capital Corporation, as administrative agent and collateral agent, and certain lenders entered into a credit agreement pursuant to which the lenders extended a $730.0 senior secured term loan to the Issuer. The Issuer lent the proceeds of the term loan to Level 3 LLC in return for the Loan Proceeds Note. Pursuant to the Offering Proceeds Note Subordination Agreement, Level 3 LLC’s obligations under the Offering Proceeds Note will be subordinated to its obligations under the Loan Proceeds Note upon the limited circumstances set forth therein.
RECITALS OF THE ISSUER. The Issuer has duly authorized the execution and delivery of this Indenture and the creation and issuance of Storm Recovery Bonds issuable hereunder, which will be of substantially the tenor set forth in the Series Supplement to this Indenture duly executed and delivered by the Issuer and the Indenture Trustee. Storm Recovery Bonds shall be non-recourse obligations and shall be secured by and payable solely out of the proceeds of the Storm Recovery Property and the other Storm Recovery Collateral as provided herein. If and to the extent that such proceeds of the Storm Recovery Property and the other Storm Recovery Collateral are insufficient to pay all amounts owing with respect to the Storm Recovery Bonds, then, except as otherwise expressly provided hereunder, the Holders shall have no Claim in respect of such insufficiency against the Issuer or the Indenture Trustee, and the Holders, by their acceptance of the Storm Recovery Bonds, waive any such Claim. All things necessary to (a) make the Storm Recovery Bonds, when executed by the Issuer and authenticated and delivered by the Indenture Trustee hereunder and duly issued by the Issuer, valid obligations, and (b) make this Indenture a valid agreement of the Issuer, in each case, in accordance with their respective terms, have been done.
RECITALS OF THE ISSUER. The Issuer has duly authorized the execution and delivery of this Indenture and the creation and issuance of the Transition Bonds issuable hereunder, which will be of substantially the tenor set forth herein and in the Series Supplement. The Transition Bonds shall be non-recourse obligations and shall be secured by and payable solely out of the proceeds of the Transition Property and the other Transition Bond Collateral. If and to the extent that such proceeds of Transition Property and the other Transition Bond Collateral are insufficient to pay all amounts owing with respect to the Transition Bonds, then, except as otherwise expressly provided hereunder, the Holders shall have no Claim in respect of such insufficiency against the Issuer or the Indenture Trustee, and the Holders, by their acceptance of the Transition Bonds, waive any such Claim. All things necessary to (a) make the Transition Bonds, when executed by the Issuer and authenticated and delivered by the Indenture Trustee hereunder and duly issued by the Issuer, valid obligations, and (b) make this Indenture a valid agreement of the Issuer, in each case, in accordance with their respective terms, have been done.
RECITALS OF THE ISSUER. The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of its notes to be issued in one or more fully registered or bearer series or classes. All things necessary to make this Indenture a valid agreement of the Issuer, in accordance with its terms, have been done.
RECITALS OF THE ISSUER. The Issuer is authorized to borrow money for its corporate purposes and to issue debentures, notes or other evidences of indebtedness therefor; and for its corporate purposes, the Issuer has determined to make and issue its debentures, notes or other evidences of indebtedness to be issued in one or more series (the "Securities"), as hereinafter provided, up to such principal amount or amounts as may from time to time be authorized by or pursuant to the authority granted in one or more resolutions of the Board of Directors. The Issuer, the Trustee and the Delaware corporation formerly known as ITT Corporation, as guarantor of the obligations of the Issuer (the "Guarantor"), are parties to an Indenture dated as of November 15, 1995 (the "Original Indenture") relating to the issuance from time to time by the Issuer of its Securities on terms to be specified at the time of issuance. The Original Indenture provided in Section 14.2 that upon the Completion of the Distribution, as defined in Section 1.1 thereof, and the delivery by the Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel as to the Completion of the Distribution, the Guarantor would become released and relieved from all of its obligations under the Original Indenture and all provisions of the Original Indenture referring or relating to the Guarantor, its guarantee and its obligations under the Original Indenture would be of no further force or effect, and, upon request of the Guarantor, the Trustee would execute and deliver to the Guarantor a satisfaction and discharge with respect to its obligations under the Original Indenture, together with any other documents reasonably required to evidence the release of the Guarantor from said obligations (collectively, the "Release Documents"). The Completion of the Distribution has occurred, the Issuer has delivered to the Trustee the required Officers' Certificate and Opinion of Counsel and the Trustee has executed and delivered to the Guarantor the Release Documents.
RECITALS OF THE ISSUER. Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders (as defined herein) of the Notes (as defined herein):
RECITALS OF THE ISSUER. The Issuer and Xxxx-Xxxx Realty Corporation, a corporation duly organized and existing under the laws of the State of Maryland (herein called the “Corporation”), have heretofore delivered to the Trustee an Indenture dated as of March 16, 1999 (the “Original Indenture”), a form of which has been filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, as an exhibit to the Issuer’s Registration Statement on Form S-3 (Registration No. 333-57103), providing for the issuance from time to time of debt securities of the Issuer (the “Securities”). Section 301 of the Original Indenture provides for various matters with respect to any series of Securities issued under the Original Indenture to be established in an indenture supplemental to the Original Indenture. Section 901(7) of the Original Indenture provides for the Issuer and the Trustee to enter into an indenture supplemental to the Original Indenture to establish the form or terms of Securities of any series as provided by Sections 201 and 301 of the Original Indenture. The Board of Directors of the Corporation, the general partner of the Issuer, has duly adopted resolutions authorizing the Issuer to execute and deliver this Supplemental Indenture. All the conditions and requirements necessary to make this Supplemental Indenture, when duly executed and delivered, a valid and binding agreement in accordance with its terms and for the purposes herein expressed, have been performed and fulfilled.
