Offering Proceeds Note Guarantor definition

Offering Proceeds Note Guarantor means any Restricted Subsidiary that provides an Offering Proceeds Note Guarantee pursuant to Section 1010, Section 1011 or any other provision of this Indenture.
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Offering Proceeds Note Guarantor means any Issuer Restricted Subsidiary that provides an Offering Proceeds Note Guarantee pursuant to Section 908 or any other provision of this Indenture, other than any such Issuer Restricted Subsidiary whose Offering Proceeds Note Guarantee has been released in accordance with this Indenture, provided such Issuer Restricted Subsidiary is not otherwise required to become an Offering Proceeds Note Guarantor under this Indenture. No Foreign Restricted Subsidiary shall at any time constitute an Offering Proceeds Note Guarantor.
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Examples of Offering Proceeds Note Guarantor in a sentence

  • The Offering Proceeds Note Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Offering Proceeds Note Guarantor and that the Offering Proceeds Note Guarantor will remain bound under this Agreement notwithstanding any extension or renewal of the Obligations.

  • The Offering Proceeds Note Guarantor waives notice of any default under the Obligations.

  • The Offering Proceeds Note Guarantor further agrees that its Guarantee herein constitutes a Guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by the Issuer to any security held for payment of the Obligations.

  • The Offering Proceeds Note Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Obligations guaranteed hereby until payment in full in cash of all Obligations.

  • The Offering Proceeds Note Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or (premium, if any) interest on any Senior Obligation is rescinded or must otherwise be restored by the Issuer upon the bankruptcy or reorganization of Level 3 LLC or otherwise.

  • Except as expressly set forth in Section 1.03 or Section 2.08, the obligations of the Offering Proceeds Note Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise.

  • No notice to or demand on the Offering Proceeds Note Guarantor in any case shall entitle the Offering Proceeds Note Guarantor to any other or further notice or demand in the same, similar or other circumstances.

  • A PACE solicitor or PACE solicitor agent is also authorized by a program administrator if the program administrator funds a home improvement contract of the PACE solicitor.” This proposed definition is overbroad because it would include persons and entities that areactually not authorized by a program administrator to act as PACE solicitors or PACE solicitor agents, as well as those expressly prohibited by a program administrator from acting as PACE solicitors or PACE solicitor agents.

  • This Agreement shall be binding upon the Offering Proceeds Note Guarantor and its successors and assigns and shall enure to the benefit of the successors and assigns of the Issuer and, in the event of any transfer or assignment of rights by the Issuer, the rights and privileges conferred upon that party in the Offering Proceeds Note shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of the Indenture.

  • The Offering Proceeds Note Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Issuer in enforcing any rights under this Article I.

Related to Offering Proceeds Note Guarantor

  • Note Guaranty means the guaranty of the Notes by a Guarantor pursuant to this Indenture.

  • Note Guarantees means the Guarantees of the Initial Notes and any Additional Notes.

  • Subsidiary Guarantees means the guarantees of each Subsidiary Guarantor as provided in Article Thirteen.

  • Additional Subsidiary Guarantor means each Person that becomes a Subsidiary Guarantor after the Closing Date by execution of an Accession Agreement as provided in Section 6.12.

  • Note Guarantee means the Guarantee by each Guarantor of the Company’s obligations under this Indenture and the Notes, executed pursuant to the provisions of this Indenture.

  • Subsidiary Guaranties means the Domestic Subsidiary Guaranty and each Foreign Subsidiary Guaranty.

  • Canadian Subsidiary Guarantor each Canadian Subsidiary of any Canadian Borrower which executes and delivers the Canadian Guarantee and Collateral Agreement, in each case, unless and until such time as the respective Canadian Subsidiary Guarantor ceases to constitute a Canadian Subsidiary of the Parent Borrower or is released from all of its obligations under the Canadian Guarantee and Collateral Agreement in accordance with the terms and provisions thereof.

  • Note Guarantor means any Person that has issued a Note Guarantee.

  • Pari Passu Indebtedness means: (a) with respect to the Issuer, the Notes and any Indebtedness which ranks pari passu in right of payment to the Notes; and (b) with respect to any Guarantor, its Guarantee and any Indebtedness which ranks pari passu in right of payment to such Guarantor’s Guarantee.

  • Pari Passu Intercreditor Agreement means an intercreditor agreement among the Administrative Agent and the other parties from time to time party thereto, substantially in the form of Exhibit I.

  • Senior Secured Credit Facilities means the amended and restated senior secured credit facilities dated November 30, 2016 among Studio City Company Limited, the guarantors named therein, the financial institutions named as lenders therein and the agent for such lenders, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, as such facilities may be amended, restated, modified, renewed, supplemented, replaced or refinanced from time to time.

  • Subsidiary Guarantor means each Subsidiary that has executed and delivered a Subsidiary Guaranty.

  • ABL Security Documents means any agreement, document or instrument pursuant to which a Lien is granted securing any ABL Obligations or under which rights or remedies with respect to such Liens are governed.

  • Subsidiary Guarantee Agreement means the Subsidiary Guarantee Agreement, substantially in the form of Exhibit D, made by the Subsidiary Loan Parties in favor of the Administrative Agent for the benefit of the Lenders.

  • U.S. Subsidiary Guarantor means each U.S. Subsidiary which has executed and delivered to the U.S. Administrative Agent the U.S. Subsidiary Guaranty (or a supplement thereto).

  • U.S. Subsidiary Guarantors means (a) each Domestic Subsidiary (other than an Unrestricted Subsidiary) on the Closing Date and (b) each Domestic Subsidiary that becomes a party to the Guarantee after the Closing Date pursuant to Section 9.11.

  • Subsidiary Guaranty Agreement means each unconditional guaranty agreement executed by the Subsidiary Guarantors in favor of the Administrative Agent for the ratable benefit of the Secured Parties, substantially in the form of Exhibit H, as amended, restated, supplemented or otherwise modified from time to time.

  • Senior Credit Facilities means, collectively, the Senior ABL Facility and the Senior Term Facility.

  • Permitted Pari Passu Intercreditor Agreement means, with respect to any Liens on Collateral that are intended to be pari passu with the Liens securing the Term B-1 Loans (and other Loan Obligations that are pari passu with the Term B-1 Loans), either (as the Borrower shall elect) (x) the First Lien/First Lien Intercreditor Agreement, (y) another intercreditor agreement not materially less favorable to the Lenders vis-à-vis such pari passu Liens than the First Lien/First Lien Intercreditor Agreement (as determined by the Borrower in good faith) or (z) another intercreditor agreement the terms of which are consistent with market terms governing security arrangements for the sharing of liens on a pari passu basis at the time such intercreditor agreement is proposed to be established in light of the type of Indebtedness to be secured by such liens, as determined by the Administrative Agent and the Borrower in the exercise of reasonable judgment.

  • Senior Secured Credit Facility means the Loan and Security Agreement, dated as of May 31, 2017 by and among the Company and Western Alliance Bank (as amended, amended and restated, supplemented or otherwise modified from time to time, subject to the limitations herein).

  • Senior Credit Facility shall include any agreement (i) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby, (ii) adding Subsidiaries of the Company as additional borrowers or guarantors thereunder, (iii) increasing the amount of Indebtedness Incurred thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms and conditions thereof.

  • Initial Additional First Lien Obligations means the [Obligations] as such term is defined in the Initial Additional First-Lien Security Agreement.

  • Parent Company Guarantee means a guarantee issued in favour of the Operator in substantially the form set out in Schedule 6 (Form of Parent Company Guarantee).

  • Subsidiary Guarantee means any guarantee of the obligations of the Issuers under this Indenture and the Notes by any Subsidiary Guarantor in accordance with the provisions of this Indenture.

  • Guarantor Senior Indebtedness means all indebtedness, obligations or liabilities of the Guarantor, whether outstanding at the date of effectiveness of the Fifth Supplemental Indenture to the Indenture or thereafter incurred, assumed, guaranteed or otherwise created (including, without limitation, interest accruing on or after a bankruptcy or other similar event, whether or not an allowed claim therein), in respect of (A) indebtedness of the Guarantor for money borrowed, (B) indebtedness evidenced by securities, debentures, bonds, notes or other similar instruments issued by the Guarantor, (C) all capital lease obligations of the Guarantor, (D) all obligations of the Guarantor issued or assumed as the deferred purchase price of property, all conditional sale obligations of the Guarantor and all obligations of such obligor under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business), (E) all obligations of the Guarantor for reimbursement on any letter of credit, banker's acceptance, security purchase facility or similar credit transaction, (F) all obligations of the type referred to in clauses (A) through (E) of other Persons for the payment of which the Guarantor is responsible or liable as obligor, guarantor or otherwise, and (G) all obligations of the type referred to in clauses (A) through (F) of other Persons secured by any lien on any property or asset of the Guarantor (whether or not such obligation is assumed by such obligor), except for any such indebtedness, obligations or liabilities the terms of which expressly provide that such indebtedness, obligation or liability is equal or subordinated in right of payment to the Guarantor's guarantee with respect to the Subject Securities, as the case may be. For greater certainty, "Guarantor Senior Indebtedness" includes all indebtedness, obligations or liabilities between or among the Guarantor and its Affiliates, except for such indebtedness, obligations or liabilities the terms of which expressly provide that such indebtedness, obligation or liability is equal or subordinated in right of payment to the Guarantor's guarantee with respect to the Subject Securities, as the case may be.

  • Guarantee used as a verb has a corresponding meaning.