Senior Secured Notes Documents Clause Samples
The 'Senior Secured Notes Documents' clause defines and identifies the set of legal agreements and instruments that govern the issuance, terms, and security interests of senior secured notes in a financing arrangement. This typically includes the indenture, security agreements, guarantees, and any related documents that establish the rights and obligations of the noteholders and the issuer. By clearly specifying which documents are included, the clause ensures all parties understand the scope of the contractual framework governing the senior secured notes, thereby reducing ambiguity and potential disputes over which agreements apply.
Senior Secured Notes Documents the indenture to be entered into among Parent, certain of its subsidiaries listed therein and the trustee named therein, in respect of the Senior Secured Notes and all other instruments, agreements and other documents evidencing or governing the Senior Secured Notes or providing for any guaranty or other right in respect thereof, the terms and conditions of which are satisfactory to each Lender in its sole discretion.
Senior Secured Notes Documents. The Agent shall receive the duly executed Senior Secured Notes Documents, all in form and substance reasonably acceptable to Agent (it being understood and agreed that such documents to the extent not inconsistent with the terms of the “Description of the Notes” contained in that certain Offering Circular dated August 5, 2004 relating to the offering of the Senior Secured Notes or the draft Indenture dated August 8, 2004 shall be reasonably acceptable) and certified by the Secretary or Assistant Secretary of the Revolving/LC Borrower as true and complete copies. Transactions consummated on the Closing Date shall be deemed to occur simultaneously and no Default or Event of Default shall be deemed to occur hereunder due to the actual order of such transactions on the Closing Date. Upon the execution of this Financing Agreement and the initial disbursement of loans hereunder, all of the above conditions precedent shall have been deemed satisfied except as the Borrowers and the Agent shall otherwise agree herein or in a separate writing.
Senior Secured Notes Documents. Borrowers have delivered to Agent a complete and correct copy of the Senior Secured Notes Documents, including all schedules and exhibits thereto, executed on the Closing Date.
Senior Secured Notes Documents. Borrower and Parent have provided to the Administrative Agent a true and correct copy of the Offering Memorandum, the Indenture and all other material agreements entered into by Holdco and/or any Credit Party related to the Notes Offering, including all amendments and modifications thereto (whether characterized as an amendment, modification, waiver, consent or similar document) (collectively, the “Senior Secured Notes Documents”). Each of the Senior Secured Notes Documents is a valid, binding and enforceable obligation of Holdco and each Credit Party that is a party thereto in accordance with its terms and is in full force and effect.
Senior Secured Notes Documents the Senior Secured Notes, the Senior Secured Notes Indenture, the Senior Secured Notes Security Documents and all other documents executed and delivered with respect to the Senior Secured Notes or Senior Secured Notes Indenture, as in effect on the Closing Date and as the same may be amended, modified and/or supplemented from time to time in accordance with the terms hereof and thereof. Senior Secured Notes Indenture — the Indenture, dated as of February 17, 2011, among Cambium Learning Group, Inc., as issuer, the Subsidiaries of Cambium Learning Group, Inc. party thereto, as Guarantors and ▇▇▇▇▇ Fargo Bank, N.A., as trustee, as in effect on the Closing Date. Senior Secured Notes Priority Collateral — as defined in the Intercreditor Agreement.
Senior Secured Notes Documents. As of the Closing Date, no Default (as defined in the Senior Secured Notes Indenture) has occurred and is continuing. The Senior Secured 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.
Senior Secured Notes Documents the Senior Secured Notes Indenture, the applicable Intercreditor Agreement and all related documentation entered into in connection therewith, pursuant to which the Senior Secured Notes were issued, as the same may be amended, restated, modified or supplemented from time to time in accordance with the terms hereof. Senior Secured Notes Indenture: the Indenture dated November 2, 2021, among Borrower and Finance Co, as Issuers under and as defined therein, the MLP Entity, the subsidiary guarantors party thereto and Regions Bank, as Trustee under and as defined therein, as may be amended, supplemented or otherwise modified in accordance with the terms hereof. Settlement Report: a report summarizing Loans and participations in LC Obligations outstanding as of a given settlement date, allocated to Lenders on a Pro Rata basis in accordance with their Commitments. SOFR: has the meaning assigned to such term in the definition of “Daily Simple SOFR”. SOFR Early Opt-in: Agent and ▇▇▇▇▇▇▇▇ have elected to replace LIBOR pursuant to (a) an Early Opt-in Election and (b) Section 3.6.2(a) and clause (a) of the definition of “Benchmark Replacement”. SOFR: the secured overnight financing rate as administered by FRBNY (or a successor administrator). SOFR Adjustment: (a) with respect to Daily Simple SOFR, 0.11448%; and (b) with respect to Term SOFR, 0.11448% for a one month Interest Period, 0.26161% for a three month Interest Period and 0.42826% for a six month Interest Period. Solvent: as to any Person, such Person (a) owns Property whose fair salable value is greater than the amount required to pay all of its debts (including contingent, subordinated, unmatured and unliquidated liabilities); (b) owns Property whose present fair salable value (as defined below) is greater than the probable total liabilities (including contingent, subordinated, unmatured and unliquidated liabilities) of such Person as they become absolute and matured; (c) is able to pay all of its debts as they mature; (d) has capital that is not unreasonably small for its business and is sufficient to carry on its business and transactions and all business and transactions in which it is about to engage; (e) is not “insolvent” within the meaning of Section 101(32) of the Bankruptcy Code; and (f) has not incurred (by way of assumption or otherwise) any obligations or liabilities (contingent or otherwise) under any Loan Documents, or made any conveyance in connection therewith, with actual intent to hinder, de...
Senior Secured Notes Documents the Senior Secured Notes Indenture and each other material document, instrument or agreement which Parent, any Loan Party or any of their Subsidiaries is or may hereafter become a party pertaining to the Senior Secured Notes.