Lien Notes. The execution and delivery by each Credit Party of the [Transaction Documents]1 to which it is a party and the performance by each Credit Party of its respective obligations thereunder have been duly authorized by all necessary limited partnership, limited liability company, or corporate, as the case may be, action by each Credit Party. Each of the Indenture and the Collateral Documents has been duly and validly authorized, executed and delivered by each Credit Party that is a party to such Transaction Document.
Lien Notes. The Credit Parties are not, and after giving effect to the offering and sale of the New 1.5 Lien Notes contemplated by the Backstop Agreement and the application of the net proceeds from such sale as described in the Offering Memorandum, the Credit Parties will not be, required to register as an “investment company,” as such term is defined under the Investment Company Act of 1940, as amended.
Lien Notes. On the Effective Date, the Debtors shall consummate the New 1.5 Lien Notes Offering, subject to the terms and conditions set forth in the Plan and the New 1.5 Lien Notes Documents, through which each Holder of a Senior Notes Claim, including the Backstop Parties, shall have the opportunity to purchase the New 1.5 Lien Notes. The net proceeds of the issuance of New 1.5 Lien Notes will be used to fund the Cash Component. Pursuant to and in accordance with the Backstop Agreement, the Backstop Parties will provide a cash commitment of up to $50 million to purchase the New 1.5 Lien Notes. To the extent the amount of the Cash Component is less than $50 million, then each Holder of Senior Notes Claims that elects to participate in the New 1.5 Lien Notes Offering up to its full Pro Rata amount of the New 1.5 Lien Notes will receive (a) first, an amount in Cash for the Holder’s Senior Notes (up to the amount of the Holder’s Allowed Senior Notes Claim) in an amount equal to such Holder’s Pro Rata share of 85 percent of the difference between (i) $50 million and (ii) the amount of the Cash Component actually utilized, and (b) second, for any remaining amounts of the Holder’s Senior Notes after being reduced by any amount of Cash distributed pursuant to clause (a), $1,000 in principal amount of New Second Lien Notes for each $1,000 of Senior Notes remaining, such that for each $1,000 of Senior Notes, these participating Holders will receive a combination of Cash and principal balance of New Second Lien Notes equal to $1,000. All Cash payments to be made pursuant to the Plan will be made by the Reorganized Debtors. The Reorganized Debtors will be entitled to transfer funds between and among themselves as they determine to be necessary or appropriate to enable the Reorganized Debtors to make the payments and distributions required by the Plan. Except as set forth herein, any changes in intercompany account balances resulting from such transfers will be accounted for and settled in accordance with the Debtors’ historical intercompany account settlement practices and will not violate the terms of the Plan. From and after the Effective Date, the Reorganized Debtors, subject to any applicable limitations set forth in any post-Effective Date agreement (including the New Debt Documents) (or in any agreement that has been assumed or the Claims or Interests of which have been Reinstated or are Unimpaired, e.g., the First Lien Credit Agreement), shall have the right and authorit...
Lien Notes. The Collateral Agent for the 1.5 Lien Notes will promptly, (i) at the Seller’s sole cost and expense, deliver or cause to be delivered any Collateral in its possession or control, to the Seller or to such other person or entity as the Seller may otherwise direct and (ii) execute and deliver to the Seller, its successors or assigns, at any time and from time to time, upon and after the date hereof, at such requestor’s sole cost and expense, such releases, notices of release, discharges, full reconveyances, termination statements and similar documents (and, if applicable, in recordable form) as such person may reasonably request in writing in connection with, or to effectuate or evidence, the termination of the 1.5 Lien Note Purchase Agreements and the release and termination of Liens and security interests granted in respect of the 1.5 Lien Notes or the Note Guarantees relating to the 1.5
Lien Notes. The Collateral Agent for the 1.5 Lien Notes hereby authorizes the Seller, its successors and assigns, and their respective agents or designees (including Xxxxxx & Xxxxxxx LLP) to file or record any of the foregoing releases, notices of release, discharges, termination statements and similar documents pertaining to all Liens and security interests of the Collateral Agent for the 1.5 Lien Notes in the Collateral securing the 1.5 Lien Notes.
Lien Notes. Each Electing Noteholder that complies (including by way of actions to be completed by its Intermediary, as applicable) with Section 2.1(c) (each a "Funding Electing Noteholder") shall be deemed to have subscribed for New 1.5 Lien Notes in an amount equal to the Electing Noteholder Amount deposited in escrow with the Escrow Agent in accordance with Section 2.1(c) (the "Electing Noteholder Funded Amount").
Lien Notes. The delivery of the New 1.5 Lien Notes shall be made by way of book entry to Intermediaries in respect of the aggregate New 1.5 Lien Notes that Funding Electing Noteholders and Funding Commitment Parties that have an account with each such Intermediary are entitled to pursuant to this Plan, and such Intermediary, in turn, will make delivery of such New 1.5 Lien Notes to the Funding Electing Noteholders and/or the Funding Commitment Parties, as applicable, as contemplated by Section 5.3(e) pursuant to the instructions received by the Intermediaries and customary practices of CDS, DTC or such other depository as agreed by the Applicants and the Initial Commitment Parties.
Lien Notes. Unimpaired
Lien Notes. Guarantees: The Issuers’ obligations under the First Lien Notes will be guaranteed on a first-priority senior secured basis by all existing and future subsidiaries of the Issuers (the “Guarantors”).
Lien Notes. See “Description of Other Indebtedness—Intercreditor Agreements” and “Description of the New Notes—Security Documents and Intercreditor Agreements”. covenants that, among other things, limit our ability and the ability of our subsidiaries to: • incur additional indebtedness; • make restricted payments, including dividends or other distributions; • create certain liens; • sell assets; • in the case of our restricted subsidiaries, enter into arrangements that restrict dividends or other payments to us; • guarantee or secure debt; • engage in transactions with affiliates; • create unrestricted subsidiaries; and • consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries on a consolidated basis. When the New Notes are issued, all of our subsidiaries (other than the SPEs) will be restricted subsidiaries, as defined in the indenture governing the New Notes and the Existing Notes. These covenants are subject to important exceptions and qualifications. These covenants are subject to a number of important limitations and exceptions as described under “Description of the New Notes—Certain Covenants”. Certain covenants will cease to apply to the New Notes at all times after (and the covenant described under “—Change of Control” may be suspended as long as) such New Notes have investment grade ratings from both Xxxxx’x Investors Service, Inc., or “Xxxxx’x,” and Standard & Poor’s Ratings Group, or “S&P;” provided that no event of default has occurred and is continuing.
