Third Lien Clause Samples
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Third Lien. Notwithstanding anything in this Agreement to the Contrary, Secured Party and Debtor acknowledge and agree that the liens created by this Agreement securing payment of the Note are subordinate, inferior and junior in rank to the Prior Liens (hereafter defined) for all purposes and that the terms, conditions, and provisions of this Agreement are expressly subject to and subordinate to the Prior Agreements (hereinafter defined). For the purposes of this Agreement, the term "Prior Liens" shall mean and refer to all liens, security interests, mortgages, and the like securing payment of the obligations and indebtedness of Debtor to (i) Stillwater National Bank, or (ii) T.W. Consulting, Inc. (f/k/a Aeroweld, Inc. ) (whether now in existence or hereinafter created or advanced), and the term "Prior Agreements" shall mean and refer to all promissory notes, security agreements, mortgages, financing statements, loan agreements, and all other instruments and agreements evidencing or creating the Prior Liens and/or the indebtedness to both Stillwater National Bank and Aeroweld, Inc. secured by the Prior Liens.
Third Lien. This Amendment and Waiver shall become effective with respect to the Third Lien Exchange Agreement as of the date hereof when this Amendment and Waiver has been duly executed and delivered by Parent, NextWave, Broadband, the other guarantors signatory hereto and the Required Holders under each Note Agreement.
Third Lien. This Amendment and Waiver shall become effective with respect to each Holder under the Third Lien Exchange Agreement as of the date hereof when (i) the Holders under the Third Lien Exchange Agreement have received (x) proof of the delivery to the Company of an executed binding commitment letter of Avenue AIV US, L.P. and/or Sola Ltd or their respective Affiliates to fund up to $25,000,000 of the Senior Incremental Notes under the First Lien Purchase Agreement, and (y) an opinion in form and substance reasonably satisfactory to such Holders, dated as of the date hereof from Weil, Gotshal & M▇▇▇▇▇ LLP, concerning the due authorization, issuance and enforceability of the Fee Notes and the enforceability of this Amendment and Waiver, and (ii) this Amendment and Waiver has been duly executed and delivered by Parent, NextWave, the guarantors listed on the signature pages hereto, and the Required Holders under each respective Note Purchase Agreement.