Restricted Notes means any Note for which no Debt-For-Tax Opinion has been rendered on or after the later of (i) the Closing Date and (ii) the most recent date on which such Note was beneficially owned by the Issuer or the single beneficial owner of the Issuer for United States federal income tax purposes.
Permitted Notes means (i) unsecured senior or senior subordinated debt securities of the Borrower, (ii) debt securities of the Borrower that are secured by a Lien on the Collateral ranking junior to the Liens securing the Obligations pursuant to a Second Lien Intercreditor Agreement or (iii) debt securities of the Borrower that are secured by a Lien ranking pari passu with the Liens securing the Obligations pursuant to a First Lien Intercreditor Agreement; provided that (a) in the case of debt securities issued in reliance on Section 7.03(s)(iii), such debt securities are issued for cash consideration, (b) the terms of such debt securities do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the Maturity Date of the Term Facility (other than customary offers to repurchase upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default), (c) the covenants, events of default, guarantees, collateral and other terms of which (other than interest rate and redemption premiums), taken as a whole, are not more restrictive to the Borrower and the Restricted Subsidiaries than those in this Agreement; provided that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) prior to the incurrence of such debt securities, together with a reasonably detailed description of the material terms and conditions of such debt securities or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement, (d) at the time that any such Permitted Notes are issued (and after giving effect thereto) no Event of Default shall exist, (e) the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Permitted Notes had been outstanding on the last day of such four quarter period, and (f) no Subsidiary of the Borrower (other than a Guarantor) shall be an obligor and no Permitted Notes shall be secured by any collateral other than the Collateral.
Rated Notes means the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes.
Unrestricted Notes means one or more Notes that do not and are not required to bear the Restricted Notes Legend including, without limitation, the Exchange Notes and any Notes registered under the Securities Act pursuant to and in accordance with the Registration Rights Agreement.
Restricted Note has the same meaning as “Restricted Security” set forth in Rule 144(a)(3) promulgated under the Securities Act; provided that the Trustee shall be entitled to request and conclusively rely upon an Opinion of Counsel with respect to whether any Note is a Restricted Note.
Transfer Restricted Notes means Definitive Notes and any other Notes that bear or are required to bear the Restricted Notes Legend.
Registered Notes has the meaning specified in Section 2.1.
Offered Notes The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes.
Exchange Notes means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof.
Initial Note means each initial Governmental Lender Note registered by the Comptroller and subsequently canceled and replaced by a definitive Governmental Lender Note pursuant to this Funding Loan Agreement.
2021 Notes means the 4.700% Senior Notes due 2021, originally issued by Ensco plc (now Valaris), a public limited company organized under the laws of England and Wales.
Transfer Restricted Note means any Note that bears or is required to bear a Restricted Notes Legend.
Committed Note means a promissory note of a Borrower payable to the order of any Lender, in substantially the form of Exhibit A-1, evidencing the indebtedness of that Borrower to such Lender resulting from the Committed Advances made by such Lender to that Borrower.
Retained Notes means the Class A-1 Notes, the Class B Notes, $32,700,000 of the Class A-2a Notes, $5,300,000 of the Class A-2b Notes, $24,320,000 of the Class A-3 Notes and $7,605,000 of the Class A-4 Notes until such time as such Notes are the subject of an Opinion of Counsel pursuant to Section 2.04(g) of the Indenture with respect to their classification as debt for federal income tax purposes.
Restricted Notes Legend means the legend set forth in Section 2.2(f)(i) herein.
Certificated Notes means permanent certificated Notes in registered form issued in minimum denominations of $1,000 principal amount and integral multiples of $1,000 in excess thereof.
2019 Notes has the meaning set forth in the definition of “2018 Exchange Offers”.
Initial Notes means the first $500,000,000 aggregate principal amount of Notes issued under this Indenture on the date hereof.
Restricted Certificated Note means a Certificated Note bearing the Private Placement Legend.
A Notes means each Note that has a designation starting with “A”, either individually or in the aggregate as the context may require.
Private Exchange Notes See Section 2(b) hereof.
Physical Securities has the meaning set forth in Section 2.01.
Original Notes means the Initial Notes and any Exchange Notes issued in exchange therefor.
Notes shall have the meaning assigned to such term in the recitals.
Eligible Note(s means (a) Note(s) meeting the eligiblity criteria set out in § 204.12 hereof.
2022 Notes means the 4.875% Senior Notes due 2022, originally issued by Rowan Companies, Inc., a Delaware corporation.