Bridge Notes means the series of notes, of which this Note is a part, dated on or about the date hereof, each of which are identical, other than the date of the Note, identity of the Holder and principal amount of this Note.
Initial Debentures means the Debentures designated as “9.5% Unsecured Convertible Debentures” and described in Section 2.5;
Additional Senior Notes shall have the meaning assigned to such term in Section 11.2(b).
Bridge Note means a promissory note made by the Borrowers in favor of a Bridge Lender evidencing Bridge Loans made by such Bridge Lender substantially in the form of Exhibit E-2.
Additional Bonds means the debt instruments issued under a Tap Issue, including any Temporary Bonds.
Initial Note Holders shall have the meaning assigned to such term in the preamble to this Agreement.
Initial Note A-8 Holder shall have the meaning assigned to such term in the preamble to this Agreement.
New Convertible Notes means the Company’s 5.0% Senior Unsecured Convertible Notes due 2023.
Additional Senior Debt Facility means each indenture or other governing agreement with respect to any Additional Senior Debt.
Additional Secured Parties means any Additional Agents and any Additional Creditors.
Additional Purchase Agreement means each Additional Purchase Agreement (including the related Additional Xxxx of Sale, the related Blanket Endorsement and any attachments thereto), substantially in the form of Attachment C hereto (of which these Master Terms form a part by reference, provided that in the event of a substitution, the form will be modified accordingly), to be executed by SLM ECFC, Funding and the Interim Eligible Lender Trustee for the benefit of Funding, which certifies that the representations and warranties made by SLM ECFC as set forth in Sections 5(A) and (B) of these Master Terms are true and correct as of the related Purchase Date.
Convertible Notes means the 2.75% Convertible Senior Notes of the Borrower due 2022 issued pursuant to the Convertible Notes Indenture.
Existing Convertible Notes means any convertible notes or other convertible debt securities of the Company outstanding on the date of this Agreement.
Initial Note A-6 Holder shall have the meaning assigned to such term in the preamble to this Agreement.
New Notes shall have the meaning assigned to such term in Section 32.
Initial Note A-7 Holder shall have the meaning assigned to such term in the preamble to this Agreement.
New Senior Notes has the meaning set forth in the recitals hereto.
Initial Note B Holder shall have the meaning assigned to such term in the preamble to this Agreement.
Initial Note A-2-2 Holder shall have the meaning assigned to such term in the preamble to this Agreement.
Initial Note Holder means each of the Initial Note A-1 Holder, the Initial Note A-2 Holder, the Initial Note A-3-1 Holder, the Initial Note A-3-2 Holder, the Initial Note A-4 Holder, the Initial Note A-5-1 Holder, the Initial Note A-5-2 Holder, the Initial Note A-6 Holder and the Initial Note A-7 Holder.
Exchange Debentures has the meaning set forth in Section 2(a) hereof.
Initial Note A-3 Holder shall have the meaning assigned to such term in the preamble to this Agreement.
Additional Secured Debt Designation means a notice in substantially the form of Exhibit A.
Permitted Convertible Notes means any unsecured notes issued by the Company in accordance with the terms and conditions of Section 6.01 that are convertible into a fixed number (subject to customary anti-dilution adjustments, “make-whole” increases and other customary changes thereto) of shares of common stock of the Company (or other securities or property following a merger event or other change of the common stock of the Company), cash or any combination thereof (with the amount of such cash or such combination determined by reference to the market price of such common stock or such other securities); provided that, the Indebtedness thereunder must satisfy each of the following conditions: (i) both immediately prior to and after giving effect (including pro forma effect) thereto, no Default or Event of Default shall exist or result therefrom, (ii) such Indebtedness matures after, and does not require any scheduled amortization or other scheduled or otherwise required payments of principal prior to, and does not permit any Loan Party to elect optional redemption or optional acceleration that would be settled on a date prior to, the date that is six (6) months after the Maturity Date (it being understood that neither (x) any provision requiring an offer to purchase such Indebtedness as a result of change of control or other fundamental change (which change of control or other fundamental change, for the avoidance of doubt, constitutes a “Change of Control” hereunder), which purchase is settled on a date no earlier than the date twenty (20) Business Days following the occurrence of such change of control or other fundamental change nor (y) any early conversion of any Permitted Convertible Notes in accordance with the terms thereof, in either case, shall violate the foregoing restriction), (iii) such Indebtedness is not guaranteed by any Subsidiary of the Company other than the Subsidiary Borrowers or Subsidiary Guarantors (which guarantees, if such Indebtedness is subordinated, shall be expressly subordinated to the Secured Obligations on terms not less favorable to the Lenders than the subordination terms of such Subordinated Indebtedness), (iv) any cross-default or cross-acceleration event of default (each howsoever defined) provision contained therein that relates to indebtedness or other payment obligations of any Loan Party (such indebtedness or other payment obligations, a “Cross-Default Reference Obligation”) contains a cure period of at least thirty (30) calendar days (after written notice to the issuer of such Indebtedness by the trustee or to such issuer and such trustee by holders of at least 25% in aggregate principal amount of such Indebtedness then outstanding) before a default, event of default, acceleration or other event or condition under such Cross-Default Reference Obligation results in an event of default under such cross-default or cross-acceleration provision and (v) the terms, conditions and covenants of such Indebtedness must be customary for convertible Indebtedness of such type (as determined by the board of directors of the Company, or a committee thereof, in good faith).
Series B Purchase Agreement has the meaning set forth in the Recitals.
Initial Note A-2 Holder shall have the meaning assigned to such term in the preamble to this Agreement.