Additional Notes Agreement definition
Additional Notes Agreement means any credit agreement, indenture, loan agreement, note agreement, promissory note, or other agreement or instrument evidencing or governing the incurrence of additional indebtedness that is permitted to be secured by the Notes Priority Collateral on a pari passu basis with other Notes Obligations.
Additional Notes Agreement means (i) any replacement indenture, term loan agreement or similar agreement entered into by the Loan Parties (or any of them) to Refinance, in whole or in part, the Indebtedness outstanding under a then-extant Notes Agreement and (ii) any new indenture, term loan or similar agreement entered into by the Loan Parties (or any of them); provided that (1) the incurrence of such Indebtedness and the Liens securing same is permitted by (x) the ABL Credit Agreement Loan Documents, (y) the Term Secured Credit Documents and (z) this Agreement (including, without limitation, Section 6.2), (2) such Indebtedness is secured or purported to be secured by first priority Liens on the Term Priority Collateral and second priority Liens on the ABL Priority Collateral, (3) the ABL Borrower shall have designated such indenture, term loan agreement or similar agreement as an “Additional Notes Agreement” and the Representative of the holders of the Indebtedness under such indenture, term loan agreement or similar agreement as a “Notes Agent” by delivering a writing to such effect to each ABL Agent, each Term Loan Agent and each other Notes Agent, (4) the provisions of Section 6.2(b) of this Agreement shall have been complied with and (5) the ABL Borrower shall have delivered to each ABL Agent, each Term Loan Agent and each other Notes Agent a certificate of a Financial Officer of Holdco certifying that the preceding conditions have been satisfied. It is understood and agreed that an indenture, loan agreement or similar agreement may not be both an Additional Notes Agreement and an Additional Term Loan Agreement.
Additional Notes Agreement means any agreement approved for designation as such by the Notes Representative in its sole and reasonable discretion.
Examples of Additional Notes Agreement in a sentence
SECTION 2.04 Unless otherwise specified, the Additional Notes Authorized Representative is acting hereunder in its capacity as Authorized Representative solely for the Additional Notes Secured Parties under the Additional Notes Agreement, and acknowledges that it has the authority to bind such Additional Notes Secured Parties to the terms and conditions of the Intercreditor Agreement.
The Additional Notes Authorized Representative represents and warrants to the Joint Collateral Agent that it has been authorized by the Additional Notes Secured Parties to execute and deliver this Agreement on their behalf, pursuant to the Additional Notes Agreement.
More Definitions of Additional Notes Agreement
Additional Notes Agreement means any agreement approved for designation as such by the ABL Representative and the Notes Representative. "Ancillary Document" has the meaning set forth in Section 10.14. "Banking Services Obligations" means, with respect to any Loan Party and its subsidiaries, any obligations of such Loan Party or such subsidiary owed to any ABL Secured Party (or any of its affiliates) in respect of treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services), credit card services, stored valued card services or other cash management services. "Bankruptcy Code" means the United States Bankruptcy Code (11 U.S.C. §101 et seq.), as amended from time to time. "Borrower" and "Borrowers" have the meanings set forth in the first WHEREAS clause above. "Business Day" means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed. "Collateral" means, collectively, all ABL Collateral and all Notes Collateral. "Common Collateral" means all Collateral that constitutes both ABL Collateral and Notes Collateral. For the avoidance of doubt, the ABL Exclusive Collateral shall not secure any of the Notes Obligations and shall not constitute Common Collateral for purposes of this Agreement. "Comparable Security Document" means, in relation to any Senior Collateral subject to any Senior Security Document, that Junior Security Document that creates a security interest in the same Senior Collateral, granted by the same Loan Party, as applicable. "Copyright Licenses" means any and all agreements granting any right in, to or under Copyrights (whether a Loan Party is licensee or licensor thereunder). "Copyrights" means all United States, state and foreign copyrights, including but not limited to copyrights in software and databases, and all "Mask Works" (as defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered, now or hereafter in force, and with respect to any and all of the foregoing: (a) all registrations and applications therefor, (b) all extensions and renewals thereof, (c) all rights corresponding thereto throughout the world, (d) all rights to sue for past, present and future infringements thereof, (e) all licenses, claims, damages and proceeds of suit arising therefrom, and (f) all
Additional Notes Agreement means any Credit Facility or other agreement or instrument evidencing or governing Additional Notes Debt, in each case in respect of which the Additional Notes Agent in respect of such Additional Notes Debt has become a party to this Agreement pursuant to Section 5.2(d).