Notes Documents. By its acceptance of a Note, each Purchaser thereby agrees to the terms of the Notes, the Note Purchase Agreement, the Common Terms Agreement, the Pledge and Security Agreement and the Intercreditor Agreement and, solely to the extent applicable, agrees to be bound by the obligations of holders of Notes (or beneficial owners thereof) contained therein.
Notes Documents. As of the Closing Date, Borrowers have delivered to Agent true and correct copies of any material Notes Documents. No Event of Default (as defined in the Notes Indenture and after giving effect to any grace period) has occurred and is continuing. The Notes Documents are in full force and effect as of the Closing Date and have not been terminated, rescinded or withdrawn as of such date. The execution, delivery and performance of the Notes Documents do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than consents or approvals that have been obtained and that are still in full force and effect.
Notes Documents. Borrowers have delivered to Agent a complete and correct copy of the Notes Documents, including all schedules and exhibits thereto, executed on the Closing Date. The execution, delivery and performance of each of the Notes Documents has been duly authorized by all necessary action on the part of each Borrower who is a party thereto. Each Notes Document is the legal, valid and binding obligation of each Borrower who is a party thereto, enforceable against each such Borrower in accordance with its terms, in each case, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting generally the enforcement of creditors' rights, and (ii) the availability of the remedy of specific performance or injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefor may be brought.
Notes Documents. Borrowers have delivered to Agent a complete and correct copy of the Notes Documents, including all schedules and exhibits thereto. The execution, delivery and performance of each of the Notes Documents has been duly authorized by all necessary action on the part of each Borrower who is a party thereto. Each Notes Document is the legal, valid and binding obligation of each Borrower who is a party thereto, enforceable against each such Borrower in accordance with its terms, in each case, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting generally the enforcement of creditors’ rights, and (ii) the availability of the remedy of specific performance or injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefor may be brought.
Notes Documents. (i) The Borrower shall have mailed a consent solicitation to holders of the EVI Senior Subordinated Notes and the Senior Subordinated Notes consenting to the incurrence of the New Indebtedness and waiving any defaults or events of default that have occurred and then are continuing under the EVI Senior Subordinated Indenture and the Senior Subordinated Indenture, respectively, and (ii) the Senior Subordinated Notes Documents and the EVI Senior Subordinated Notes Documents shall have been amended, in form and substance reasonably satisfactory to the Administrative Agent, to permit the incurrence of the New Indebtedness on the terms and conditions contemplated hereby.
Notes Documents. (a) Borrowers have delivered to Agent a complete and correct copy of the Notes Documents, including all schedules and exhibits thereto. The execution, delivery and performance of each of the Notes Documents has been duly authorized by all necessary action on the part of each Loan Party who is a party thereto. Each Notes Document is the legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in accordance with its terms, in each case, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting generally the enforcement of creditors’ rights and (ii) the availability of the remedy of specific performance or injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefor may be brought. No Loan Party is in default in the performance or compliance with any provisions thereof. All representations and warranties made by a Loan Party in the Notes Documents and in the certificates delivered in connection therewith are true and correct in all material respects.
(b) As of the Closing Date, the issuance of the Notes pursuant to the Notes Documents has occurred in accordance with all applicable laws. As of the Closing Date, all requisite approvals by Governmental Authorities having jurisdiction over Loan Parties with respect to the Notes have been obtained, except for any approval the failure to obtain could not reasonably be expected to be material to the interests of the Lenders.
(c) This Agreement and the Obligations hereunder (including, without limitation, any and all Revolving Loans that may be outstanding hereunder from time to time assuming that Revolving Loans in an amount equal to the Maximum Revolver Amount had been borrowed) constitutes “Credit Facilities” and the “First Lien Credit Agreement” as defined in the Notes Indenture, and all Obligations are permitted to be incurred and outstanding and constitute “Permitted Indebtedness” under clause (b)(2) of the definition thereof in Section 4.03 of the Note Indenture. As of the Closing Date, there is no Indebtedness incurred under such clause (b)(2) of the definition of “Permitted Indebtedness” in the Notes Indenture (other than the Indebtedness incurred under this Agreement), and at all times after the Closing Date, there is no Indebtedness incurred under such clause (b)(2) of the definition of “Permitted Indebtedne...
Notes Documents. Borrowers shall not, without the prior written consent of Agent and the Required Lenders, amend, restate, supplement or otherwise modify the Senior Notes Documents to (a) increase the principal amount outstanding thereunder, unless the amount of such increase shall be permitted pursuant to Section 5.8(l) hereof, (b) change the date of any scheduled principal payment to a date prior to the eighth anniversary of the date of issuance, or (c) otherwise modify any provision such that a Default or Event of Default will exist. Borrowers shall not, without the prior written consent of Agent and the Required Lenders, permit to exist, on the occurrence of the condition or otherwise, any Lien or other security in favor of the trustee for or the holders of the Senior Notes other than any Lien granted to Collateral Agent, for the benefit of the Secured Creditors.
Notes Documents. The Purchasers (or their counsel) shall have received (a) from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Purchasers (which may include telecopy or electronic mail message transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and (b) duly executed copies of the Notes Documents and such other legal opinions, certificates, documents, instruments, lien searches, and agreements and documents as the Purchasers or the Administrative Agent shall request and the completion of such other due diligence and other conditions and requirements as the Purchasers shall request in connection with the Transactions, all in form and substance satisfactory to the Purchasers and its counsel.
Notes Documents. The term “
Notes Documents. The terms and conditions of the Notes Indenture and each of the other Notes Documents shall be in form and substance satisfactory to the Agent. The Borrowers shall have delivered to the Agent evidence that Cellu Tissue issued not more than $162,000,000 in aggregate principal amount of the Secured Notes on terms and conditions acceptable to the Agent. Each Note Document shall be in form and substance satisfactory to the Agent. The Loan Parties shall have delivered to the Agent a certified copy of each Note Document, certified as a true, complete and correct thereof by a Responsible Officer of Cellu Tissue.
