Senior Subordinated Guarantee definition

Senior Subordinated Guarantee means any guarantee of the obligations of the Company under this Indenture and the Securities by any Person in accordance with the provisions of this Indenture.
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Senior Subordinated Guarantee has the meaning given to it in the Senior Facility Agreement.
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Senior Subordinated Guarantee means the senior subordinated guarantee granted by the Company in favour of the trustee in respect of the 2012 Senior Cash Pay Notes and the holders of the related debt securities.
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Examples of Senior Subordinated Guarantee in a sentence

  • The failure to endorse a Senior Subordinated Guarantee on any Security shall not affect or impair the validity thereof.

  • The Senior Subordinated Guarantee shall be executed on behalf of each respective Guarantor by any one of such Guarantor's Chairman of the Board, Vice Chairman of the Board, President or Vice Presidents, attested by its Secretary or Assistant Secretary.

  • The signature of any or all of these officers on the Senior Subordinated Guarantee may be manual or facsimile and may be pursuant to a duly executed power of attorney.

  • The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, any Senior Subordinated Guarantee or the Securities, it shall not be accountable for the Company's use of the proceeds from the Securities, and it shall not be responsible for any statement of the Company or any Guarantor in this Indenture or in any document issued in connection with the sale of the Securities or in the Securities other than the Trustee's certificate of authentication.

  • If any Designated Senior Indebtedness of such Guarantor is outstanding, such Guarantor may not pay its Senior Subordinated Guarantee until five Business Days after such holders or the Representative of the holders of the Designated Senior Indebtedness of such Guarantor receive notice of such demand and, thereafter, may pay its Senior Subordinated Guarantee only if this Article 12 otherwise permits payment at that time.

  • Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in the first sentence of this Section and in Section 12.02(b), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, such Guarantor may resume to paying its Senior Subordinated Guarantee after such Guarantee Payment Blockage Period, including any missed payments.

  • The preceding sentence shall not require any Restricted Subsidiary that is a Guarantor to secure its Senior Subordinated Guarantee if the Lien consists of a Permitted Lien.

  • In the event that the Company terminates all of its obligations under the Securities and this Indenture by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Guarantor under its Senior Subordinated Guarantee shall be terminated simultaneously with the termination of such obligations.

  • Each Guarantor further agrees that its Senior Subordinated 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 interest or additional interest, if any, on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise.

  • No provision of any Senior Subordinated Guarantee or Security or of the Indenture shall alter or impair the Senior Subordinated Guarantee of any Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal (and premium, if any) and interest on the Security upon which such Senior Subordinated Guarantee is endorsed.


More Definitions of Senior Subordinated Guarantee

Senior Subordinated Guarantee means the senior subordinated Guarantee by UCAR in effect on the Original Closing Date, and any subsequent senior subordinated Guarantee by UCAR on terms no less favorable to the Lenders, of the Indebtedness of the Borrower under the Senior Subordinated Notes or the Refinancing Notes.
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Senior Subordinated Guarantee means a Guarantor's guarantee of the Senior Subordinated Notes.
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Senior Subordinated Guarantee has the meaning given to it in the Intercreditor Agreement.
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Related to Senior Subordinated Guarantee

  • Senior Subordinated Indenture means the Indenture dated as of October 15, 1997 between the Company and State Street Bank and Trust Company, as trustee, as from time to time amended, restated, supplemented or otherwise modified.

  • Senior Subordinated Debt means the Securities and any other Indebtedness of the Company that specifically provides that it is to rank pari passu with other Senior Subordinated Debt of the Company and is not subordinated to any Indebtedness of the Company that is not Senior Debt.

  • Senior Subordinated Notes means the Company's 10 1/2% Senior Subordinated Notes due 2009 issued pursuant to the Senior Subordinated Notes Indenture.

  • Senior Subordinated Note Documents means the Senior Subordinated Notes, the Senior Subordinated Note Agreement, the Senior Subordinated Note Guarantees and all other documents executed and delivered with respect to the Senior Subordinated Notes or the Senior Subordinated Note Agreement.

  • Senior Subordinated Note Indenture means the Indenture dated as of May 12, 2009, between the Company and U.S. Bank National Association, as trustee, in respect of the 2020 Senior Subordinated Notes and the 2023 Senior Subordinated Notes, as supplemented and amended from time to time.

  • Senior Subordinated Indebtedness means the Securities and any other Indebtedness of the Company that specifically provides that such Indebtedness is to rank pari passu with the Securities in right of payment and is not subordinated by its terms in right of payment to any Indebtedness or other obligation of the Company which is not Senior Indebtedness.

  • Junior Subordinated Notes means the $__________ aggregate principal amount of the Depositor's Series __ ____% Junior Subordinated Notes due ____ __, ____, issued pursuant to the Subordinated Indenture.

  • Junior Subordinated Debt means (a) subordinated junior deferrable interest debentures of the Borrower, (b) the related preferred securities, if applicable, of Subsidiaries of the Borrower and (c) the related subordinated guarantees, if applicable, of the Borrower, in each case, from time to time outstanding.

  • Junior Subordinated Debentures means the aggregate principal amount of the Depositor's ____% Junior Subordinated Deferrable Interest Debentures, due ________ __, 2027, issued pursuant to the Indenture.

  • Junior Subordinated Indebtedness means the principal of (and premium, if any) and unpaid interest on (a) indebtedness of the Company (including indebtedness of others guaranteed by the Company), whether outstanding on the date hereof or thereafter created, incurred, assumed or guaranteed, for money borrowed, which in the instrument creating or evidencing the same or pursuant to which the same is outstanding it is provided that such indebtedness ranks junior in right of payment to the Company’s Senior Indebtedness and Senior Subordinated Indebtedness and equally and pari passu in right of payment to any other Junior Subordinated Indebtedness, (b) Junior Subordinated Securities, and (c) renewals, extensions, modifications and refinancings of any such indebtedness.

  • Existing Senior Subordinated Notes means the 10.875% Senior Subordinated Notes Due 2009 issued by the Company pursuant to the Existing Senior Subordinated Note Indenture.

  • Guarantor Subordinated Obligations means, with respect to a Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter Incurred) that is expressly subordinated in right of payment to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee pursuant to a written agreement.

  • 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.

  • Guarantor Subordinated Obligation means, with respect to a Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter Incurred) which is expressly subordinate in right of payment to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee pursuant to a written agreement.

  • 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 Subordinated Notes Indenture means the Indenture, dated as of July 17, 2012, under which the Senior Subordinated Notes were issued, among the Borrower and the Restricted Subsidiaries party thereto and the trustee named therein from time to time, as in effect on the Closing Date and as amended, restated, supplemented or otherwise modified from time to time in accordance with the requirements thereof and of this Agreement.

  • Existing Subordinated Notes means any instrument or loan issued or incurred before 1 January 2013, whether publicly or privately placed, ranking or expressed to be ranking pari passu with all other subordinated obligations (except for those subordinated obligations expressed by their terms to rank junior), provided that should any such Existing Subordinated Notes be amended in any way (contractually or by statute) which would result in allowing the Issuer to issue subordinated notes ranking senior thereto, then such Subordinated Notes would be deemed to no longer constitute an Existing Subordinated Note. As a result, in the event of liquidation or bankruptcy of the Issuer or in the event of a Moratorium (as defined in Condition 3 of the Conditions of the Notes) with respect to the Issuer, the claims of the holders of the Subordinated Notes ("Subordinated Noteholders") against the Issuer will be:

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

  • Permitted Subordinated Debt means Indebtedness incurred by Credit Parties; provided that (i) such Indebtedness shall be subordinated in right of payment to the payment in full of the Obligations, (ii) such Indebtedness shall be either (x) unsecured or (y) secured by the Collateral on a junior basis (including with respect to the control of remedies) with the Obligations, (iii) if such Indebtedness is secured, the holders of such Indebtedness (or their senior representative or agent) and the Collateral Trustee shall be party to a subordination agreement reasonably satisfactory to the Requisite Holders, (iv) such Indebtedness shall not be at any time guaranteed by any Subsidiaries other than Subsidiaries that are Guarantors and the terms of such guarantee shall be no more favorable to the secured parties in respect of such Indebtedness than the terms of the Guarantee, (v) such Indebtedness shall have covenants, default and remedy provisions and other terms and conditions (other than interest, fees, premiums, funding discounts or optional prepayment or redemption provisions) that are substantially identical to, or less favorable to the investors providing such Indebtedness than, those set forth in this Indenture, (vi) the maturity date of such Indebtedness shall be no earlier than the date that is ninety one (91) days after the Stated Maturity Date, and (vii) there shall be no scheduled amortization of such Indebtedness, and such Indebtedness shall not be subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (except customary asset sale or change-of-control provisions that provide for the prior repayment in full of the Notes and all other Obligations), in each case prior to the date that is ninety one (91) days after the Stated Maturity Date.

  • Junior Subordinated Payment has the meaning specified in Section 13.2.

  • Eligible Subordinated Debt means, at any time in respect of any issuer, each series of the issuer’s then-outstanding long-term indebtedness for money borrowed that (a) upon a bankruptcy, liquidation, dissolution or winding up of the issuer, ranks subordinate to the issuer’s then outstanding series of indebtedness for money borrowed that ranks most senior, (b) is then assigned a rating by at least one NRSRO (provided that this clause (b) shall apply on a Redesignation Date only if on such date the issuer has outstanding subordinated long-term indebtedness for money borrowed that satisfies the requirements in clauses (a), (c) and (d) that is then assigned a rating by at least one NRSRO), (c) has an outstanding principal amount of not less than $100,000,000, and (d) was issued through or with the assistance of a commercial or investment banking firm or firms acting as underwriters, initial purchasers or placement or distribution agents. For purposes of this definition as applied to securities with a CUSIP number, each issuance of long-term indebtedness for money borrowed that has (or, if such indebtedness is held by a trust or other intermediate entity established directly or indirectly by the issuer, the securities of such intermediate entity that have) a separate CUSIP number shall be deemed to be a series of the issuer’s long-term indebtedness for money borrowed that is separate from each other series of such indebtedness.

  • 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.

  • Subsidiary Guaranty is defined in Section 9.7(a).

  • Permitted Subordinated Indebtedness means Indebtedness incurred after the Closing Date by the Borrower or the Subsidiaries that is (i) subordinated to the Obligations and all other Indebtedness owing from the Borrower or the Subsidiaries to the Lender pursuant to a written subordination agreement satisfactory to the Lender in its sole discretion and (ii) in an amount and on terms approved by the Lender in its sole discretion.

  • Intercompany Subordination Agreement means an intercompany subordination agreement, dated as of even date with this Agreement, executed and delivered by each Loan Party and each of its Subsidiaries, and Agent, the form and substance of which is reasonably satisfactory to Agent.

  • Guarantee Agreement means this Guarantee Agreement, as modified, amended or supplemented from time to time.