Second Lien Indenture Sample Clauses

Second Lien Indenture. (a) To the extent, but only to the extent, permitted by the provisions of the First Lien Loan Documents and the Second Lien Documents and Section 5.3, the Company may incur (or issue and sell), secure and guarantee the Initial Second Lien Obligations. The Initial Second Lien Obligations may be secured by a junior-priority, subordinated Lien on the Collateral, in each case under and pursuant to the relevant Second Lien Collateral Documents if and subject to the condition, the Initial Second Lien Collateral Agent becomes a party to this Agreement by satisfying the conditions set forth in clauses (1) and (2) of Section 8.20(b). Upon the Initial Second Lien Collateral Agent so becoming a party hereto in accordance with the terms thereof, all Initial Second Lien Obligations shall be entitled to be so secured by a subordinated Lien on the Collateral in accordance with the terms hereof and thereof. (b) In order for the Initial Second Lien Collateral Agent to become a party to this Agreement: (1) the Initial Second Lien Collateral Agent shall have executed and delivered to each other then-existing Collateral Agent a Joinder Agreement substantially in the form of Exhibit B hereto (with such changes as may be reasonably approved by the then-existing Collateral Agents and the Initial Second Lien Collateral Agent ) pursuant to which the Initial Second Lien Collateral Agent becomes a Collateral Agent hereunder and the Initial Second Lien Claimholders become subject hereto and bound hereby; and (2) the Company shall have delivered a Designation to each other then-existing Collateral Agent substantially in the form of Exhibit C hereto, pursuant to which a Responsible Officer of the Company shall (A) identify the Indebtedness to be designated as Initial Second Lien Obligations and the initial aggregate principal amount of such Indebtedness, (B) specify the name and address of the Initial Second Lien Collateral Agent, (C) certify that such Additional Second Lien Debt is permitted to be incurred, secured and guaranteed by each First Lien Loan Document and Second Lien Document and that the conditions set forth in this Section 8.20 are satisfied with respect to such Additional Second Lien Debt and (D) attach to such Designation true and complete copies of each of the Initial Second Lien Note Documents, as applicable, relating to such Additional Second Lien Debt, certified as being true and correct by a Responsible Officer of the Company. (c) The Initial Second Lien Note Docum...
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Second Lien Indenture. The Borrower hereby designates the Indebtedness incurred under this Agreement and the other Loan Documents as “First Lien Obligations” for purposes of the Second Lien Notes Indenture.
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Second Lien Indenture. The Company issued the New Second Lien Non-Convertible Notes under the Second Lien Indenture dated as of [•] among the Company, the Subsidiary Guarantors, the Second Lien Trustees and the Collateral Agent. The terms of the New Second Lien Non-Convertible Notes include those stated in the Second Lien Indenture and those made part of the Second Lien Indenture by reference to the Trust Indenture Act of 1939, as amended. The New Second Lien Non-Convertible Notes are subject to all such terms, and Holders are referred to the Second Lien Indenture and the TIA for a statement of such terms. To the extent any provision of this New Second Lien Non-Convertible Note conflicts with the express provisions of the Second Lien Indenture, the provisions of the Second Lien Indenture shall govern and be controlling.
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Second Lien Indenture. The Company issued the New Second Lien Convertible Notes under the Second Lien Indenture dated as of [•] among the Company, the Subsidiary Guarantors, the Second Lien Trustees and the Collateral Agent. The terms of the New Second Lien Convertible Notes include those stated in the Second Lien Indenture and those made part of the Second Lien Indenture by reference to the Trust Indenture Act of 1939, as amended. The New Second Lien Convertible Notes are subject to all such terms, and Holders are referred to the Second Lien Indenture and the TIA for a statement of such terms. To the extent any provision of this New Second Lien Convertible Note conflicts with the express provisions of the Second Lien Indenture, the provisions of the Second Lien Indenture shall govern and be controlling.
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Second Lien Indenture. On the Effective Date, all obligations under or in respect of the Second Lien Indenture (the “Second Lien Claims”) shall be exchanged for a pro rata share of 100% of the New Common Equity, subject to dilution on account of, as applicable, the New Warrants and the Management Incentive Plan. For purposes of the treatment of the Second Lien Claims, “pro rata” shall mean the proportion of (i) the Second Lien Claims, which amount, if a DIP Toggle Event has occurred, shall include the Second Lien Additional Amount for the purposes of this calculation, to (ii) the sum of (a) the Equitized Senior Obligations (as defined below), which amount, if a DIP Toggle Event has occurred, shall include the Senior Additional Amount for the purposes of this calculation, plus (b) the Second Lien Claims, which amount, if a DIP Toggle Event has occurred, shall include the Second Lien Additional Amount for the purposes of this calculation, plus, solely upon the occurrence of a DIP Toggle Event, (c) the General Unsecured Claims.
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Related to Second Lien Indenture

  • Indenture This INDENTURE (this “Indenture”) is entered into as of the Original Issue Date by and between the Principal Life Income Fundings Trust specified in the Omnibus Instrument (the “Trust”) and Citibank, N.A., as indenture trustee (the “Indenture Trustee”). Citibank, N.A., in its capacity as indenture trustee, hereby accepts its role as Registrar, Paying Agent, Transfer Agent and Calculation Agent hereunder. References herein to “Indenture Trustee,” “Registrar,” “Transfer Agent,” “Paying Agent” or “Calculation Agent” shall include the permitted successors and assigns of any such entity from time to time.

  • ABL Intercreditor Agreement (a) Notwithstanding anything herein to the contrary, the Liens granted to the Administrative Agent under this Security Agreement and the exercise of the rights and remedies of the Administrative Agent hereunder and under any other Collateral Document are subject to the provisions of the ABL Intercreditor Agreement. In the event of any conflict between the terms of the ABL Intercreditor Agreement and this Security Agreement or any other Collateral Document, the terms of the ABL Intercreditor Agreement shall govern and control. (b) In accordance with the terms of the ABL Intercreditor Agreement, all Term Priority Collateral delivered to the First Lien Agent shall be held by the First Lien Agent as gratuitous bailee for the Administrative Agent and the Secured Parties solely for the purpose of perfecting the security interest granted under this Security Agreement. Notwithstanding anything herein to the contrary, prior to the Discharge of Term Obligations, to the extent any Grantor is required hereunder to deliver Term Priority Collateral to the Administrative Agent and is unable to do so as a result of having previously delivered such Term Priority Collateral to the First Lien Agent in accordance with the terms of the First Lien Loan Documents, such Grantor’s obligations hereunder with respect to such delivery shall be deemed satisfied by the delivery to the First Lien Agent, acting as gratuitous bailee of the Administrative Agent and the Secured Parties. (c) Furthermore, at all times prior to the Discharge of Term Obligations, the Administrative Agent is authorized by the parties hereto to effect transfers of Term Priority Collateral at any time in its possession (and any “control” or similar agreements with respect to Term Priority Collateral) to the First Lien Agent. (d) Notwithstanding anything to the contrary herein but subject to the ABL Intercreditor Agreement, in the event the First Lien Loan Documents provide for the grant of a security interest or pledge over the assets of any Grantor and such assets do not otherwise constitute Collateral under this Security Agreement or any other Loan Document, such Grantor shall (i) promptly grant a security interest in or pledge such assets to secure the Secured Obligations, (ii) promptly take any actions necessary to perfect such security interest or pledge to the extent set forth in the First Lien Loan Documents and (iii) take all other steps reasonably requested by the Administrative Agent in connection with the foregoing. (e) Nothing contained in the ABL Intercreditor Agreement shall be deemed to modify any of the provisions of this Security Agreement, which, as among the Grantors and the Administrative Agent shall remain in full force and effect in accordance with its terms.

  • Credit Agreement; Guarantee and Collateral Agreement The Administrative Agent shall have received (i) this Agreement, executed and delivered by the Administrative Agent, Holdings, the Borrower and each Person listed on Schedule 1.1A and (ii) the Guarantee and Collateral Agreement, executed and delivered by Holdings, the Borrower and each Subsidiary Guarantor.

  • Reference in Notes to Supplemental Indentures Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article IX may, and if required by the Indenture Trustee shall, bear a notation in form approved by the Indenture Trustee as to any matter provided for in such supplemental indenture. If the Issuer or the Indenture Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes.

  • Additional Debt Facilities To the extent, but only to the extent, permitted by the provisions of the Senior Debt Documents and the Second Priority Debt Documents, the Company may incur or issue and sell one or more series or classes of Second Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (vi), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through (vi), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement: (i) such Class Debt Representative shall have executed and delivered a Joinder Agreement substantially in the form of Annex III (if such Representative is a Second Priority Class Debt Representative) or Annex IV (if such Representative is a Senior Class Debt Representative) (with such changes as may be reasonably approved by the Designated Senior Representative and such Class Debt Representative) pursuant to which it becomes a Representative hereunder, and the Class Debt in respect of which such Class Debt Representative is the Representative and the related Class Debt Parties become subject hereto and bound hereby; (ii) the Company shall have delivered to the Designated Senior Representative an Officer’s Certificate stating that the conditions set forth in this Section 8.09 are satisfied with respect to such Class Debt and, if requested, true and complete copies of each of the Second Priority Debt Documents or Senior Debt Documents, as applicable, relating to such Class Debt, certified as being true and correct by a Responsible Officer of the Company; and (iii) the Second Priority Debt Documents or Senior Debt Documents, as applicable, relating to such Class Debt shall provide that each Class Debt Party with respect to such Class Debt will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Class Debt.