Second Lien Notes Documents Clause Samples

The 'Second Lien Notes Documents' clause defines and identifies all agreements, instruments, and documents related to the issuance and governance of second lien notes in a financing arrangement. This typically includes the indenture, security agreements, guarantees, and any amendments or supplements associated with the second lien notes. By clearly specifying which documents are considered part of the second lien notes framework, the clause ensures that all parties understand the scope of obligations, rights, and priorities associated with these subordinated debt instruments, thereby reducing ambiguity and potential disputes over document interpretation.
Second Lien Notes Documents. As of the Amendment No. 4 Effective Date, the Company has delivered to Administrative Agent a complete and correct copy of the Second Lien Notes Documents (including all schedules, exhibits, amendments, supplements, modifications, assignments and all other documents delivered pursuant thereto or in connection therewith). All Secured Obligations constitute Indebtedness entitled to the benefits of the Intercreditor Agreement.
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Second Lien Notes Documents. The Administrative Agent shall have received (i) a copy, certified by a Responsible Officer of the Borrower as true and complete, of the Second Lien Notes Documents, together with all amendments and modifications thereto, and (ii) an acknowledgement, in form and substance satisfactory to the Administrative Agent, whereby U.S. Bank National Association, as trustee and collateral agent under the Second Lien Notes Indenture, acknowledges and agrees that (A) Bank of America has replaced ▇▇▇▇▇ Fargo as the “First Lien Agent” (as defined in the Intercreditor Agreement), (B) the Lenders party hereto as of the Closing Date (and their successors and assigns in accordance with the terms hereof) constitute the “First Lien Lenders” (as defined in the Intercreditor Agreement), (C) the Loan Documents constitute the “First Lien Lender Documents” (as defined in the Intercreditor Agreement), (D) the Secured Obligations constitute “First Lien Debt” (as defined in the Intercreditor Agreement), and (E) the Intercreditor Agreement is an enforceable contract as against U.S. Bank National Association by Bank of America, as “First Lien Agent” (as defined in the Intercreditor Agreement), in the case of each of the foregoing, for all purposes of the Intercreditor Agreement and each Second Lien Note Document.
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Second Lien Notes Documents. There shall occur an “Event of Default” (or any comparable term) under, and as defined in, the Second Lien Notes Documents. (n) A new paragraph is hereby added at the end of Section 10.01 of the Credit Agreement to read as follows: Each of the Lenders hereby (a) agrees to be bound by the terms of the Intercreditor Agreement, and (b) authorizes and directs the Administrative Agent to enter into the Intercreditor Agreement on behalf of all the Lenders, to perform its obligations thereunder and to deliver and accept notices thereunder on behalf of the Lenders. (o) The first sentence of the last paragraph of Section 11.06(b) of the Credit Agreement is hereby amended to read as follows: Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, following the execution and delivery of the Intercreditor Agreement, the Intercreditor Agreement, and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement and, following the execution and delivery of the Intercreditor Agreement, the Intercreditor Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement and, following the execution and delivery of the Intercreditor Agreement, the Intercreditor Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment); provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. (p) The last sentence of Section 11.18 of the Credit Agreement is hereby amended to read as follows: Each Loan Party shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order t...
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Second Lien Notes Documents. Subordinated Notes Documents (subject to the satisfaction of the condition set forth in Section 4.01(d) of the Credit Agreement). Any Applicable Notices to: Macquarie US Trading LLC 2▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: Agency Services—Macquarie Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Email: M▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ With a copy to: Macquarie US Trading LLC 1▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: A▇▇▇▇▇ ▇▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Email: l▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ Treasurer Cenveo Corporation ONE CANTERBURY GREEN O▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Phone: +1. (▇▇▇) ▇▇▇-▇▇▇▇ Fax: +1. (▇▇▇) ▇▇▇-▇▇▇▇ Email: m▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ Treasurer c/▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ O▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Phone: +1. (▇▇▇) ▇▇▇-▇▇▇▇ Fax: +1. (▇▇▇) ▇▇▇-▇▇▇▇ Email: m▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ To: Macquarie US Trading LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of January 18, 2013 (the “Agreement”; the terms defined therein being used herein as therein defined), among CENVEO CORPORATION, a Delaware corporation (the “Borrower”), CENVEO, INC., a Colorado corporation and parent of the Borrower (“Holdings”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), and MACQUARIE US TRADING LLC, as Administrative Agent. The undersigned hereby requests: A Borrowing of Loans
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Related to Second Lien Notes Documents

  • Subordinated Notes The Subordinated Notes have been duly authorized by the Company and when executed by the Company and issued, delivered to and paid for by the Purchasers in accordance with the terms of the Agreement, will have been duly executed, authenticated, issued and delivered, and will constitute legal, valid and binding obligations of the Company and enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles.

  • Subordinated Indebtedness The Obligations constitute senior indebtedness which is entitled to the benefits of the subordination provisions of all outstanding Subordinated Indebtedness.

  • Junior Financing Documentation (i) Any of the Obligations of the Loan Parties under the Loan Documents for any reason shall cease to be “Senior Indebtedness” (or any comparable term) or “Senior Secured Financing” (or any comparable term) under, and as defined in any Junior Financing Documentation or (ii) the subordination provisions set forth in any Junior Financing Documentation shall, in whole or in part, cease to be effective or cease to be legally valid, binding and enforceable against the holders of any Junior Financing, if applicable.

  • Note Documents Receipt by the Purchasers of executed counterparts of this Agreement and the other Note Documents, each properly executed by a Responsible Officer of the signing Note Party and each other party to such Note Documents, in each case in form and substance satisfactory to the Purchasers.

  • Convertible Notes The Convertible Notes are subject to different conversion calculations depending on the event triggering conversion as described in the Notes (e.g., an IPO or other liquidity event). For illustration purposes, assuming the optional conversion right is exercised today, based on the current capitalization and the $50,000,000 assumed valuation specified for an optional conversion in the Notes, there would be 4,705,224 additional shares issued; provided however, that each holder of Notes is subject to a maximum 9.99% ownership of the shares of capital stock of the Company at any one time. This illustration calculation does not account for the 6% interest component.