Terms of Secured Notes Sample Clauses

Terms of Secured Notes. Each Secured Note: (i) was issued by ACOLT to fund a portion of the purchase price of the related Lease Assets, (ii) has created or shall create a valid, binding and enforceable first priority security interest in favor of the Seller or the ACOLT Indenture Trustee on behalf of the Seller in the Lease Assets, which security interest is assignable by the Seller to Ally Auto, (iii) contains enforceable provisions to render the rights and remedies of the holder thereof adequate for realization against the collateral of the benefits of the security, (iv) shall yield interest at the rate set forth in such Secured Note and (v) prior to the sale of the Secured Notes to Ally Auto under this Agreement, the Secured Notes constitute “chattel paper,” “payment intangibles,” “promissory notes” or “certificated securities” within the meaning of the applicable UCC.

Terms of Secured Notes. Facilities Secured notes in exchange for the shares of Series E Preferred Stock and/or Series F Preferred Stock, as applicable, in a principal amount equal to the accreted Series E Liquidation Value or Series F Liquidation Value, as applicable, of the shares being exchanged (the note facility, the “Secured Facility”; the notes issued thereunder, the “Secured Notes”). Upon the Company’s reasonable request, the Secured Facility will accommodate both term loan and revolving borrowing components. Final Maturity and Amortization The Secured Notes will mature on the date that is five and one-half years after the closing date, with no amortization and all amounts outstanding thereunder payable on the fifth and one-half anniversary of the closing date. Interest Rate and Ticking Payment Interest on the Secured Notes shall be payable in arrears on each interest payment date in cash at the rate that is equal to the sum of Adjusted LIBOR plus 11.50% per annum (the interest referred to in this clause (x), “Cash Interest”); provided that the Company may, at its option, elect by notice to the Stockholders to pay 6.75% per annum of such interest by increasing the outstanding principal amount of the Secured Notes on the relevant interest payment date by the amount of interest accrued at the rate of 6.75% per annum from the immediately preceding interest payment date (or, the closing date, in the case of the first interest payment date) until such interest payment date (the interest referred to in this proviso, “PIK Interest”). Calculation of interest shall be on the basis of the actual days elapsed in a year of 360 days, and interest shall be payable (i) in the case of Cash Interest, at the end of each interest period and, in any event, at least every three (3) months and (ii) in the case of PIK Interest, quarterly in arrears. Default Rate At any time when the Company is in default in the payment of any amount under the Secured Facility (including any default in payment following acceleration, whether pursuant to a bankruptcy proceeding or otherwise), such overdue amounts shall bear interest at 2.50% per annum above the rate otherwise applicable thereto. In addition, in the case of a bankruptcy default, any overdue amounts shall bear additional interest at 2.0% per annum above the rate otherwise applicable thereto (including, for the avoidance of doubt, pursuant to the foregoing sentence). All such default interest shall to the extent permitted by law be payable on demand.