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Contract analysis / form-of-global-note-144a.docx
form-of-global-note-144a.docx
High · 0
Medium · 8
Standard · 5
Section 1. Optional Redemption.
Standard
⚑ Commercial term
Section 1. Optional Redemption. At any time on or after July 1, 2027, the Issuer may redeem the Notes, in whole or in part, at its option, upon not less than 10 nor more than 60 days' prior notice (or such shorter period as may be agreed by DTC) to each Holder of Notes to be redeemed, at the following redemption prices (expressed as a percentage of the principal amount of the Notes to be redeemed), plus accrued and u
Section 2. Equity Clawback.
Medium
⚑ Notice / time limit to track
Section 2. Equity Clawback. At any time, or from time to time, prior to July 1, 2027, the Issuer may, at its option, redeem up to 40% of the original aggregate principal amount of the Notes issued under the Indenture (calculated after giving effect to any issuance of Additional Notes) at a redemption price equal to 108.250% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding,
Section 3. Change of Control.
Standard
⚑ Commercial term
Section 3. Change of Control. Upon the occurrence of a Change of Control Triggering Event (as defined in the Indenture), each Holder of Notes shall have the right to require the Issuer to repurchase all or any part ($2,000 or an integral multiple of $1,000 in excess thereof) of such Holder's Notes at a purchase price in cash equal to 101.000% of the aggregate principal amount of the Notes to be repurchased, plus accr
Section 4. Sinking Fund.
Section 4. Sinking Fund. The Notes are not entitled to the benefit of any sinking fund. The Issuer is not required to make any mandatory redemption or repurchase payments with respect to the Notes (other than as set forth in Section 3 above and as otherwise provided in the Indenture).
Section 5. Denominations; Transfer; Exchange.
Medium
⚑ Notice / time limit to track
Section 5. Denominations; Transfer; Exchange. The Notes 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, a Holder may transfer or exchange Notes. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and tran
Section 6. Persons Deemed Owners.
Medium
⚑ Liability cap to check against exposure
Section 6. Persons Deemed Owners. The registered Holder of this Note may be treated as the owner of this Note for all purposes under the Indenture, and neither the Issuer, the Guarantors, the Trustee, nor any agent of the Issuer, the Guarantors, or the Trustee shall be affected by notice to the contrary. So long as this Note is registered in the name of DTC or its nominee, the rights of beneficial owners of interests
Section 7. Events of Default and Remedies.
Medium
⚑ Notice / time limit to track
Section 7. Events of Default and Remedies. If an Event of Default (as defined in the Indenture) shall occur and be continuing, the principal of, and accrued and unpaid interest on, all the Notes may be declared to be due and payable by either the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes, in the manner and with the effect provided in Article 6 of the Indenture.
Section 8. Amendment; Supplement; Waiver.
Standard
⚑ Commercial term
Section 8. Amendment; Supplement; Waiver. The Indenture, the Notes, and the Guarantees may be amended, supplemented, or otherwise modified with the written consent of the Holders of at least a majority in aggregate principal amount of the then-outstanding Notes (including, without limitation, Additional Notes, if any), and any existing default or compliance with any provision of the Indenture, the Notes, or the Guara
Section 9. Defaults and Remedies; Waiver.
Standard
⚑ Commercial term
Section 9. Defaults and Remedies; Waiver. The Holders of a majority in aggregate principal amount of the then-outstanding Notes may, by notice to the Trustee, direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture,
Section 10. Defeasance.
Section 10. Defeasance. The Indenture contains provisions for legal defeasance and covenant defeasance, as set forth in Article 8 of the Indenture. If the Issuer complies with the provisions of Article 8 with respect to legal defeasance, the Issuer and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes and the Guarantees, and to have satisfied all t
Section 11. Trustee.
Section 11. Trustee. Fidelitas Trust Company, N.A. is the initial Trustee under the Indenture. The Trustee also acts as Registrar, Paying Agent, and Transfer Agent with respect to the Notes. The address of the Trustee for all purposes under the Indenture is: Fidelitas Trust Company, N.A. 100 Wall Street, Suite 1500 New York, NY 10005 Attention: Corporate Trust Administration The Issuer may change any Paying Agent, Re
Section 12. Governing Law.
Medium
⚑ Forum / governing law
Section 12. Governing Law. This Note, the Indenture, and the Guarantees shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New York.
Section 13. CUSIP and ISIN Numbers.
Medium
⚑ Notice / time limit to track
Section 13. CUSIP and ISIN Numbers. The Issuer has caused CUSIP and ISIN numbers to be printed on the Notes, and the Trustee may use CUSIP and ISIN numbers in any notice of redemption, repurchase, or exchange as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of a redemption, repurchase, or exchange, and reliance may b
Section 14. Global Note Provisions.
Medium
⚑ Notice / time limit to track
Section 14. Global Note Provisions. This Note is a Global Note and is subject to the provisions of the Indenture relating to Global Notes, including the limitations on transfers and exchanges set forth therein. Beneficial interests in this Global Note shall be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in DTC. Except as s
Section 15. Authentication.
Medium
⚑ Assignment / subcontracting
Section 15. Authentication. This Note shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been manually signed by or on behalf of the Trustee under the Indenture. SCHEDULE OF INCREASES AND DECREASES IN GLOBAL NOTE The following increases and decreases in the principal amount of this Global Note have been made: CERTIFICATE OF AUTHENTICATION This is one of t
Section 4.14 — Change of Control Offer
Standard
⚑ Commercial term
Section 4.14 — Change of Control Offer If you wish to have only a portion of this Note purchased by the Issuer, state the amount you wish to have purchased: $______ (The portion must be equal to $2,000 or an integral multiple of $1,000 in excess thereof. If no amount is specified but the box above is checked, the entire principal amount of this Note will be subject to the Change of Control Offer.) Date: ________ Your