Other Noteholder definition
Examples of Other Noteholder in a sentence
The obligations of the Noteholder under this Agreement or any Transaction Document (as defined in the Securities Purchase Agreement) are several and not joint with the obligations of any Other Noteholder, and the Noteholder shall not be responsible in any way for the performance of the obligations of any Other Noteholder under this Agreement or any Transaction Document.
The Noteholder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any Transaction Documents, and it shall not be necessary for any Other Noteholder to be joined as an additional party in any proceeding for such purpose.
Subject to Section 5.5 below, this Agreement shall terminate upon payment and performance in full of all the Obligations and Redemption of all Convertible Notes held by PFG and any Other Noteholder.
Each Other Noteholder hereby irrevocably undertakes to PFG that it will not take or attempt to take or join any action (including any demand or court application) in relation to the Facility Documents which is inconsistent with, interferes with, or otherwise seeks to hinder, frustrate or prevent the exercise of any rights or remedies by PFG in relation to the Facility Documents or the Secured Property.
When an Event of Default has occurred and is subsisting, all proceeds received by an Obligor under any insurance policy will at PFG’s absolute discretion either: (i) be immediately remitted to PFG following which PFG apply such proceeds to repair or replace the property the subject of the proceeds; (ii) to be immediately used by Borrower to Redeem the Convertible Notes held by PFG and each Other Noteholder at that time in the manner provided by Convertible Note Condition 6.
None of the provisions of this Agreement or any other Facility Document shall be deemed to have been waived by any act or knowledge of PFG or the Other Noteholder or their agents or employees, but only by a specific written waiver signed by an authorized officer of PFG or the Other Noteholders and delivered to Borrower.
Upon payment and performance in full of all the Obligations and Redemption of all Convertible Notes held by PFG and any Other Noteholder at the time and termination of this Agreement, PFG shall promptly release the Security with respect to the Obligors and deliver to Borrower such other documents as may be required to fully release the Security.
If PFG or any Other Noteholder assigns or otherwise deals with its rights under this Agreement, each Obligor may not claim against any assignee (or any other person who has an interest in this guarantee) any right of set-off or other right the Obligor has against PFG or any Other Noteholder other than payments in accordance with the Facility Documents having discharged its obligation to pay that amount.
In furtherance of the foregoing, each Other Noteholder hereby constitutes and appoints WCAS ▇▇ ▇▇, with full power of substitution, such Other Noteholder’s true and lawful proxy and attorney-in-fact to execute and deliver any written consent, amendment and/or waiver in the manner and under the circumstances provided in the immediately preceding sentence.
Each such Other Noteholder hereby affirms that this proxy and power of attorney is given as an inducement to WCAS ▇▇ ▇▇ and the Company to enter into this Agreement and to permit such Other Noteholder to purchase Notes hereunder and, as such, is coupled with an interest and is irrevocable.