The New Notes Clause Samples

The New Notes. A copy, duly certified by the secretary or an assistant secretary of each Fund or Portfolio, as the case may be, of (i) the resolutions of such Fund's or Portfolio's trustees or directors authorizing or ratifying the execution and delivery of this Amendment and such Fund's Notes or, in the case of a Fund comprised of one or more Portfolios, the Notes of each such Portfolio, and authorizing the Borrowings under the Credit Agreement, (ii) all documents evidencing other necessary trust or corporate action, as the case may be, and (iii) all approvals or consents, if any, with respect to this Amendment and the aforesaid Note(s).

The New Notes. The New Notes have been duly authorized by the Issuer and, when duly executed, authenticated, issued and delivered as provided in the Indenture against payment of the Cash Purchase Price or upon exchange of Old Notes as provided herein, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Issuer enforceable against the Issuer in accordance with their terms, subject only to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

The New Notes. The Company has advised the Noteholders that it has insufficient funds to make the June 3, 2002 interest payment, which will result in an Event of Default under the Indenture on July 3, 2002. As a result, the Company has requested that the Noteholders agree to permit the Company to make the June 3, 2002 accrued cash interest payment due on the Notes, plus the interest due on such interest, through the issuance of additional promissory notes (the "NEW NOTES") with terms that are identical to the terms of the Series A Notes except with respect to the issuance date, the aggregate principal amount and CUSIP number. In addition, the New Notes will not immediately be registered under the Securities Act of 1933 and shall not be freely tradable until such time as a registration statement with respect to the New Notes has been declared effective by the Securities and Exchange Commission. The New Notes will be issued under the Indenture as Series A Notes and as Tack-On Senior Secured Notes, and they will have an Accreted Value of $1,000 per Note.

The New Notes. The New Notes to be purchased by the Initial Purchasers and resold to the Commitment Parties will (A) on the Closing Date, be in the form contemplated by the Indenture, have been duly authorized for issuance and sale and (B) at the Closing Date, will have been duly executed by the Issuer and, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Issuer, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws limiting creditors’ rights generally or by equitable principles relating to enforceability. The guarantees by the Guarantors (the “Guarantees”) on the Closing Date, upon execution and delivery of the Indenture, will constitute a valid and binding agreement of the applicable Guarantor, enforceable against such Guarantor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws limiting creditors’ rights generally or by equitable principles relating to enforceability.

The New Notes. On or before the First Amendment Effective Date, Tripwire shall execute promissory notes (the “New Notes”) in favor of U.S. Bank and SVB in the amount of each Lender’s Commitment and shall deliver the New Notes to the Agent. Promptly thereafter, the Agent shall deliver to U.S. Bank and SVB the New Note in favor of each such Lender.

The New Notes. (a) Each new Note (herein, in this Section 5.10, called a "New Note") issued pursuant to Sections 5.7 and 5.8 hereof in exchange for or in substitution or in lieu of an outstanding Note (herein, in this Section 5.10, called an "Old Note") shall be dated the date of such Old Note. Administrative Agent shall mark ▇▇ each New Note (i) the date to which principal and interest have been paid on such Old Note, (ii) all payments and prepayments of principal previously made on such Old Note which are allocable to such New Note, and (iii) the amount of each installment payment payable on any such New Note. Each installment payment payable on such New Note on any date shall bear the same proportion to the installment payment payable on such Old Note on such date as the original principal amount of such New Note bears to the original principal amount of such Old Note. Interest shall be deemed to have been paid on such New Note to the date on which interest shall have been paid on such Old Note, and all payments and prepayments of principal marked on such New Note, as provided in clause (ii) above, shall be deemed to have been made thereon. (b) All New Notes issued in exchange for or in substitution or in lieu of Old Notes shall be valid obligations of Lessor evidencing the same aggregate amount of debt as the Old (c) Upon the issuance of any Note pursuant to this Participation Agreement, Administrative Agent shall prepare two copies of an amortization schedule with respect to such Note setting forth the amount of the installment payments to be made on such Note after the date of issuance thereof and the unpaid principal balance of such Note after each such installment payment. Administrative Agent shall deliver, or send by first-class mail, postage prepaid, one copy of the applicable schedule to each Lender.

The New Notes. 13 Section 3.1

The New Notes