Notes Offering. The Servicer agrees to cooperate with the Serviced Group in connection with the public or private offering and sale of any securities of WEST or any of its Affiliates (a “Notes Offering”).
Notes Offering. (a) The Servicer agrees to use commercially reasonable efforts to cooperate, in its capacity as Servicer, with AerCo and its Affiliates in connection with the public or private offering and sale after the date hereof of any securities of AerCo or any of its Affiliates (a "NOTES OFFERING") including participation in preparation of any offering memorandum, prospectus or other offering materials (but assuming no responsibility for the preparation, form or content thereof, provided, however, that the Servicer will assume responsibility for the content of any information therein provided by the Servicer regarding it), participating, on reasonable notice and with representatives of AerCo, in customary marketing activities relating to a Notes Offering solely in the Servicer's capacity as Servicer of the Aircraft Assets (including road shows and investor meetings); attending, on reasonable prior notice, all meetings with rating agencies relating to any Notes Offering; providing AerCo and its Affiliates, underwriters, rating agencies and other advisors with reasonable opportunities to conduct legal and business due diligence with respect to the Servicer and its provision of Services and with respect to the Aircraft Assets and Leases (including, for this purpose any future lease) including providing, to the extent that such data is in the Servicer's possession or within its knowledge, any historical Lease and Aircraft Assets related data, including access to and information regarding all Leases for due diligence purposes; procuring, at AerCo's expense, opinions of counsel with respect to matters requested by the rating agencies and relating to the Aircraft Assets, Leases and related documents and related collateral and payments thereunder; assisting with respect to the preparation of financial statements for AerCo Group; and (to the extent that such data is in the Servicer's possession or within its knowledge) providing, reviewing and, if the Servicer so chooses, commenting on information regarding the Aircraft Assets and provision of Services for inclusion in any offering memorandum, prospectus or other offering document or any periodic report required to be filed or furnished by AerCo with or to the United States Securities and Exchange Commission (the "SEC") or any other Governmental Authority (any such document or report, a "DISCLOSURE DOCUMENT"). The Servicer also shall provide information regarding the Servicer for inclusion in any Disclosure Document and shal...
Notes Offering. Notes Offering" has the meaning set forth in the Recitals hereof.
Notes Offering. 19 SECTION 5.06. Performance Objectives.........................................22 SECTION 5.07. Management.....................................................22 SECTION 5.08. Limitations....................................................22 SECTION 5.09. Location of Performance of Services............................22
Notes Offering. Contemporaneously with the purchase by the Underwriters of the Securities under this Agreement, the Company shall have consummated the Notes Offering.
Notes Offering. Prior to or substantially concurrently with the Funding Date, the offering agreement with respect to the Borrower’s $550,000,000 Senior Notes shall have been executed by the Borrower and the initial purchasers.
Notes Offering. 22 (l) Conditions to Purchase of U.S. Option Securities.................................... 22 (m)
Notes Offering. 22 SECTION 5.06. Performance Objectives . . . . . . . . . . . . . . . . . . .26 SECTION 5.07. Management . . . . . . . . . . . . . . . . . . . . . . . . .26 SECTION 5.08. Limitations . . . . . . . . . . . . . . . . . . . . . . . . 26 SECTION 5.09. Location of Performance of Services . . . . . . . . . . . . 26 SECTION 5.10. Prior Servicer Fees . . . . . . . . . . . . . . . . . . . . 27
Notes Offering. On the Amendment No. 2 Effective Date (i) prior to the effectiveness of the amendments contemplated by Section 1(A), Cedar Fair LP shall have repaid at least $463,250,000.00 of U.S. Term B Loans from the issuance of Qualifying Senior Secured Debt of an aggregate principal amount of $475 million (together with, if applicable, other cash available to Cedar Fair LP) and (ii) the Administrative Agent shall have received reasonably satisfactory evidence that on the Amendment No. 2 Effective Date following the effectiveness of the amendments contemplated by Section 1(A), the Borrowers shall receive an additional $525 million of gross proceeds from the issuance of Qualifying Senior Secured Debt.
Notes Offering. The Borrower shall have received at least $250,000,000 in gross cash proceeds from the incurrence of senior unsecured notes, which notes shall be on terms reasonably satisfactory to the Lead Arrangers.
