Examples of GEI Notes in a sentence
GEI further irrevocably consents and agrees to service of any and all legal process, summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding relating to the GEI Notes or this Agreement or the other Loan Documents delivered to GEI in accordance with this Section 11.18 or to its then designee, appointee or agent for service.
The Barbados Courts (or other applicable jurisdictions in the case of any Offshore Subsidiary) will rank the obligations of GEI or any Offshore Subsidiary Guarantor under the GEI Notes or the Offshore Subsidiary Guaranty at least pari passu with all unsecured and unsubordinated indebtedness of GEI or such Offshore Subsidiary Guarantor in the event such Person becomes insolvent or bankrupt and a custodian, liquidator, trustee or receiver is appointed for the major part of the property of such entity.
By its execution and delivery of this Agreement, each Initial Consenting Holder shall have earned a pro rata share of the early consent/participation fee on the terms set forth in the Summary Term Sheet (the “Consent Fee”), with respect to its holdings of GEI Notes and GAG Notes set forth on its signature page hereto as of the date hereof (the “Consent Fee Notes”), subject to consummation of the Restructuring.
Prior to the consummation of the transactions contemplated by this Agreement, GEI shall have issued the GEI Notes to the Administrative Agent.
For greater certainty, the Indebtedness initially evidenced by the GEI Notes and the aggregate principal amount of Notes issued pursuant to this Section 2.19 to further evidence such Indebtedness as governed by the provisions of this Agreement shall comprise part of the maximum aggregate principal amount of Notes permitted to be issued hereunder pursuant to Section 2.3 to the extent of such Indebtedness.
Subject to the terms and conditions of this Agreement, each Obligor will issue and sell to each Purchaser and each Purchaser will purchase from each Obligor, at the Closing provided for in Section 3, the DeVry Notes and the GEI Notes in the principal amount specified opposite their respective name in Schedule A at the purchase price of 100% of the principal amount thereof.
The payment by GEI of all amounts due with respect to the GEI Notes and the performance by GEI of its obligations under this Agreement will be unconditionally guaranteed by DeVry pursuant to the DeVry Guaranty and otherwise in accordance with Section 9.6 hereof.
The Company hereby unconditionally and irrevocably assumes, and agrees that it will perform and observe, all obligations, covenants and agreements to be performed by GEI under the GEI Notes, the GEI Mortgage and the other GEI Loan Documents to which GEI is a party, as if the Company were an original party thereto and a primary obligor thereunder.
A Private Placement Number issued by Standard & Poor's CUSIP Service Bureau (in cooperation with the Securities Valuation Office of the National Association of Insurance Commissioners) shall have been obtained for each of the DeVry Notes and the GEI Notes.
This Agreement is for the sole benefit of the GEI Notes Agent, the NPA Notes Agent, the GEI Lenders, and the Noteholders and their respective successors and assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable benefit or remedy under or by reason of this Agreement.