Convertible Note Debt Documents Sample Clauses
Convertible Note Debt Documents all agreements, instruments and documents from time to time executed in favor of all or any of the holders of the Convertible Note Debt. Copyright Security Agreements — each memorandum of grant of security interest in copyrights or other copyright security agreement pursuant to which an Obligor grants to Agent, for the benefit of Secured Parties, a Lien on such Obligor’s interests in copyrights, as security for the Obligations. Credit Card Issuer — collectively (x) MasterCard International, Inc., Visa, U.S.A., Inc., Visa International and American Express, World Financial Network National Bank and Discover and (y) HSBC, as issuer of the Borrowers’ private label credit card program, and any replacement thereof that is reasonably acceptable to Agent. Credit Card Notification — as defined in Section 6.1(p). Credit Card Processor — any Person that acts as a credit card clearinghouse or processor with respect to any sales transactions involving credit card purchases by customers using credit cards issued by any Credit Card Issuer. Credit Card Receivables — collectively, all present and future rights of Obligors to payment from (a) any Credit Card Issuer or Credit Card Processor arising from sales of goods or rendition of services to customers who have purchased such goods or services using a credit or debit card and (b) any Credit Card Issuer or Credit Card Processor in connection with the sale or transfer of Accounts arising pursuant to the sale of goods or rendition of services to customers who have purchased such goods or services using a credit card or a debit card, including, but not limited to, all amounts at any time due or to become due from any Credit Card Issuer or Credit Card Processor under the Credit Card Notifications or otherwise. Credit Card Receivables Reserve — reserves, established by Agent in its reasonable exercise of its credit judgment, to reflect factors that may negatively impact the value of Credit Card Receivables (including, without limitation, for chargeback or other accrued liabilities or offsets by Credit Card Processors and amounts to adjust for material claims, offsets, defenses or counterclaims or other material disputes with an Account Debtor). CWA — the Clean Water Act (33 U.S.C. §§ 1251 et seq.). Debt — as applied to any Person, without duplication, whether or not included as indebtedness or liabilities in accordance with GAAP (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced ...
Convertible Note Debt Documents all agreements, instruments and documents from time to time executed in favor of all or any of the holders of the Convertible Note Debt. Copyright Security Agreements - each memorandum of grant of security interest in copyrights or other copyright security agreement pursuant to which an Obligor grants to Agent, for the benefit of Secured Parties, a Lien on such Obligor’s interests in copyrights, as security for the Obligations. Credit Card Issuer — collectively (x) MasterCard International, Inc., Visa, U.S.A., Inc., Visa International and American Express, World Financial Network National Bank and Discover and (y) HSBC, as issuer of the Borrowers’ private label credit card program, and any replacement thereof that is reasonably acceptable to Agent. Credit Card Notification - as defined in Section 6.1(n).
Convertible Note Debt Documents. Promptly upon the consummation of the transactions relating to the Convertible Note Debt, and in any event within three (3) Business Days thereafter, JRCC shall deliver to the Administrative Agent, copies certified by a Senior Officer of JRCC as complete and correct (with such certification to be in such Person’s capacity a Senior Officer of an Obligor and not in such Person’s individual capacity) of each of the Convertible Note Debt Documents, including, without limitation, any legal opinions of JRCC and counsel for JRCC delivered in connection therewith and upon which the Administrative Agent may rely.”
(h) Section 9.02 of the Credit Agreement, Indebtedness; Voluntary Prepayments, is hereby amended by restating the second sentence contained in such Section 9.02 in its entirety as follows: “The Credit Parties shall not (a) voluntarily prepay the principal of the Term Loan Obligations or reduce the Term Letter of Credit Commitment (as defined in the Term Credit Agreement as in effect on the date hereof) unless (i) such prepayment or reduction is made in connection with the repayment in full of the outstanding Term Loan Obligations solely with the net proceeds of the Convertible Note Debt or (ii) on a pro forma basis after giving effect to such prepayment the Credit Parties shall have Availability in excess of twenty million Dollars ($20,000,000), (b) voluntarily prepay the principal of the Senior Notes (except pursuant to a Permitted Refinancing), or (c) voluntarily prepay, repurchase, redeem, defease, or effect any settlement, in each case, in whole or in part, of the principal of, or make any payment in respect of any conversion of, the Convertible Note Debt, in each case, in cash (other than the payment of cash in lieu of the issuance of any fractional shares upon the conversion of any Senior Convertible Note to the holder of such Senior Convertible Note, provided, that the aggregate amount of all such payments of cash in lieu of the issuance of any fractional shares shall not exceed $2,000,000 during the term of this Agreement), unless, in each case, immediately prior to the making of any such payment, the Administrative Agent shall have received a certificate of a Senior Officer of the Borrowers, in form and substance satisfactory to the Administrative Agent, certifying and attaching calculations and projections demonstrating that, on a pro forma basis after giving effect to such payment, the Credit Parties shall have Availability (calculated based on...