Secured Notes Sample Clauses
The 'Secured Notes' clause defines the terms under which a debt instrument, known as a note, is backed by specific collateral to provide security for the lender. In practice, this clause outlines what assets are pledged as security, the rights of the noteholders in the event of default, and the procedures for enforcing the security interest. By establishing a clear framework for collateralization, the clause protects lenders by reducing their risk and ensuring they have a claim to certain assets if the borrower fails to meet repayment obligations.
Secured Notes. (i) The Notes sold to Persons that are not “U.S. Persons” (as defined in Regulation S) shall each be issued initially in the form of one permanent global Note per Class in definitive, fully registered form without interest coupons substantially in the form attached as Exhibit A hereto (each, a “Regulation S Global Note”), and shall be deposited on behalf of the subscribers for such Notes represented thereby with the Trustee as custodian for, and registered in the name of a nominee of, DTC for the respective accounts of Euroclear and Clearstream, duly executed by the Issuers and authenticated by the Trustee or the Authenticating Agent as hereinafter provided.
(ii) The Notes sold to Persons that are QIB/QPs shall each be issued initially in the form of one permanent global Note per Class (unless such Persons elect to receive a Certificated Note) in definitive, fully registered form without interest coupons substantially in the form attached as Exhibit A hereto (each, a “Rule 144A Global Note”) and shall be deposited on behalf of the subscribers for such Notes represented thereby with the Trustee as custodian for, and registered in the name of Cede & Co., a nominee of, DTC, duly executed by the Issuers and authenticated by the Trustee or the Authenticating Agent as hereinafter provided.
(iii) The Secured Notes sold to persons that are a QIB/QP, may upon request be issued in the form of one or more definitive, fully registered notes without coupons substantially in the form attached as Exhibit A hereto (a “Certificated Note”) which shall be registered in the name of the beneficial owner or a nominee thereof, duly executed by the Issuers and authenticated by the Trustee or Authenticating Agent as hereinafter provided.
(iv) The aggregate principal amount of the Regulation S Global Notes and the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee or DTC or its nominee, as the case may be, as hereinafter provided.
Secured Notes. 6 SECTION 2.02. Payment from Indenture Estate Only........... 7 SECTION 2.03.
Secured Notes. The Series 1996 A-2 Secured Notes ----------------------------- shall:
Secured Notes. Evidence that the Secured Notes shall have been or shall substantially concurrently with the effectiveness of this Agreement be funded in an aggregate principal amount of not less than $500,000,000.
Secured Notes. Such Secured Noteholder is the holder of the Secured Note(s) set forth opposite its name on Schedule 1 hereto, and such Secured Note(s) constitute all of the secured indebtedness owed by the Company to such Secured Noteholder. Such Secured Noteholder has not granted any other Person a security interest, lien or other Encumbrance with respect to such Secured Note(s), the Company or any of its Affiliates or any of its or their respective assets.
Secured Notes. The Company shall have delivered evidence satisfactory to Agere that the secured notes have been duly converted by the holders thereof or extinguished and UCC termination statements have been filed (or prepared for filing) duly terminating the security interests for such secured notes.
Secured Notes. At any time, directly or indirectly, pay, prepay, repurchase, redeem, retire or otherwise acquire or make any payment on account of any principal of, interest on or premium payable in connection with the repayment or redemption of the Secured Notes, except that Radnor may (a) pay all regularly scheduled payments of interest on the Secured Notes and principal thereof at maturity, (b) repurchase or redeem the Secured Notes at the then applicable repurchase or redemption price (including interest) so long as no Event of Default has occurred and is continuing and after giving effect to such repurchase or redemption Undrawn Availability of the Borrowers under this Agreement is not less than $9,000,000, and (c) prepay the Secured Notes to the extent that any Borrower sells collateral which secures the Secured Notes and is required to make such prepayment under the terms of the Secured Indenture.
(h) Section 7.19 shall be deleted in its entirety and replaced with the following:
Secured Notes. Pursuant to that certain Indenture for the PIK Toggle Senior Secured Notes due 2030 (the “Secured Notes”), dated as of March 12, 2025 (as amended by that certain First Supplemental Indenture, dated as of March 12, 2025, and as further amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the “Secured Notes Indenture”), by and among Spirit IP Cayman Ltd. and Spirit Loyalty Cayman Ltd. as co-issuers (together, the “Secured Notes Issuers”), Spirit Airlines, LLC (as successor-in-interest to Spirit Airlines, Inc.) as parent guarantor, Spirit Aviation Holdings, Inc. as guaranteeing parent, the other guarantors from time to time party thereto (collectively, the “Secured Notes Guarantors”), and Wilmington Trust, National Association, as trustee and collateral custodian (in such capacities, the “Secured Notes Trustee”), for the benefit of the holders of the Secured Notes (collectively, the “Secured Noteholders”), the Secured Notes Issuers issued the Secured Notes to the Secured Noteholders, and the Secured Notes Guarantors guaranteed on a joint and several basis the obligations of the Secured Notes Issuers under the Secured Notes Indenture. Pursuant to that certain Amended and Restated Collateral Agency and Accounts Agreement dated as of March 12, 2025 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time in accordance with its terms, the “Secured Notes Collateral Agency & Accounts Agreement”; and, together with the Secured Notes Indenture and the other Senior Secured Debt Documents (as defined in the Secured Notes Collateral Agency & Accounts Agreement), the “Secured Notes Documents”), by and among the Secured Notes Issuers, the other grantors from time to time party thereto, the Secured Notes Trustee, Wilmington Trust, National Association, as depositary (in such capacity, the “Secured Notes Depositary”) and collateral agent (in such capacity, the “Secured Notes Collateral Agent” and, together with the Secured Notes Trustee, the Secured Noteholders, the Secured Notes Depositary, and each of the other Senior Secured Parties (as defined in the Secured Notes Collateral Agency & Accounts Agreement), collectively the “Secured Notes Parties”), and the other senior secured debt representatives from time to time party thereto, the Secured Notes Collateral Agent was appointed to act as collateral agent for the Secured Notes Parties, including with respect to holding, maintaining, admini...
Secured Notes. (a) Generally. Except for Secured Notes issued pursuant to Section 2.06 or 2.08, Secured Notes may be issued only on the Closing Date. On the Closing Date, the Secured Notes to be issued on such Date pursuant to Section 2.2 of the Participation Agreement shall be duly executed by the Grantor Trustee by manual or facsimile signature, duly authenticated and made available for delivery by the Corporate Indenture Trustee and registered in the name of the Loan Participant to which such Secured Note is being issued and shall have attached thereto the Amortization Schedule for such Secured Note. Receipt by the Corporate Indenture Trustee of Secured Notes duly executed by the Grantor Trustee shall be accompanied by an Officer's Certificate of the Grantor Trustee instructing the Corporate Indenture Trustee to authenticate, register and make available for delivery such Secured Notes on the Closing Date.
(b) The Secured Notes shall:
(i) be limited in aggregate original principal amount to the amount specified in Exhibit B hereto;
(ii) be issuable only as registered Secured Notes in denominations of at least $1,000, or if the remaining principal amount thereof shall be less than $1,000, such remaining principal amount;
(iii) be dated the Closing Date;
(iv) bear interest on the unpaid principal amount thereof from the date of such Secured Notes at the rate specified in Exhibit B (computed on the basis of a 360-day year consisting of twelve 30- day months);
(v) be due and payable as to principal and interest as specified herein and therein;
(vi) be prepayable only as provided in Article III; and
(vii) be substantially of the tenor and in the form set forth in Exhibit A.
(c) Each Secured Note shall be signed on behalf of the Corporate Grantor Trustee by a Responsible Officer of the Corporate Grantor Trustee, and on behalf of the Individual Grantor Trustee, by ▇▇▇▇▇▇▇▇, manually or in facsimile. No Secured Note shall be secured by or entitled to any benefit under this Indenture, or be valid for any purpose, unless there appears thereon a certificate of authentication executed by or on behalf of the Corporate Indenture Trustee by the manual or facsimile signature of a Responsible Officer of the Corporate Indenture Trustee, and such certificate on any Secured Note shall be conclusive evidence that such Secured Note has been duly authenticated and made available for delivery hereunder.
Secured Notes. All Secured Notes shall be on the same terms and shall be in substantially the same form. All payments to the holder of any Secured Note (that has not yet matured or otherwise become due and payable) shall be made to all holders of Secured Notes, pro rata, based on the aggregate principal amount plus accrued but unpaid interest outstanding on such Secured Notes at such time. The Company may make payments to Notes which have become due and payable by their terms without having to make pro rata payments to other holders of Secured Notes whose notes have not yet matured.