Substitute Notes definition

Substitute Notes. Note" and "Notes" in Section 2.2(b) of the Purchase Agreement are amended and restated in their entirety to read as follows: "(individually, as may be amended, restated, substituted, replaced or otherwise modified from time to time, a "Substitute Note" and collectively, as may be amended, restated, substituted, replaced or otherwise modified from time to time, the "Substitute Notes"; and, together with the Second Debt Closing Notes, each, individually, as may be amended, restated, substituted, replaced or otherwise modified from time to time, a "Note" and collectively, as may be amended, restated, substituted, replaced or otherwise modified from time to time, the "Notes")."
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Substitute Notes. Section 4(b)(ii).
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Substitute Notes. Section 4(b)(ii). ---------------- "Taxes" - Section 3.6(b). -----
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Examples of Substitute Notes in a sentence

  • If the Issuer elects to substitute the Existing Notes for Substitute Notes in accordance with preceding paragraphs, then no further amounts shall be payable in respect of the Existing Notes from the Effective Date but without prejudice to the rights of the Holders of the Substitute Notes delivered in exchange therefor.

  • The Issuer shall give, in the notice designating the Effective Date, details of the procedure that Holders must follow in order to exchange their Existing Notes for Substitute Notes.

  • The parties acknowledge and agree that the execution and delivery of the Substitute Notes shall not constitute a repayment, refinancing, accord and satisfaction or novation of the Prior Notes or the indebtedness evidenced thereby.

  • This IAN provides and requires the use of Substitute Clauses 903.21SR, 942 SR, 921 Substitute Table 9/3 and attendant Substitute Notes for Guidance.

  • Any changes in his employment status (including self-employment) within ten (10) days of such change.

  • Subordinated Notes subject to substitution must be surrendered before the related Substitute Notes will be issued.

  • Neither alternative is as cost effective as a 286 system.The lack of a 286K rail line forces Massachusetts rail customers into a practice that is inherently not cost effective or competitive.

  • All references in any Loan Document to the "Note" shall be deemed to be a reference to the Substitute Notes as amended, restated, modified, consolidated or severed.

  • This Agreement may be terminated by the Purchaser by written notice to the other parties, if the Closing has not been consummated on or before the fifth (5th) Trading Day following the date hereof; provided, however, that no such termination will affect the right of any party to xxx for any breach by any other party.

  • The obligations of the Company under this Section 16.1 shall survive payment of the Substitute Notes.


More Definitions of Substitute Notes

Substitute Notes shall have the meaning assigned to it in Section 1.10 hereof.
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Substitute Notes means notes issued by the Company and guarantees of the Guarantors under the Exchange Note Indenture containing terms identical to the Exchange Notes, as applicable (except that (i) interest thereon shall accrue from the last date on which interest was paid on such Exchange Notes or, if no such interest has been paid, from the date of issuance of such Exchange Notes, (ii) the Substitute Notes will not contain restrictions on transfer and (iii) the Substitute Notes will not be entitled to Additional Interest), and to be offered to Holders of such Exchange Notes pursuant to the Exchange Offer.
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Substitute Notes means the Substitute Notes to be executed and delivered under the Agreements and any similar security or securities. The Company has not paid, nor agreed to pay, to Dillxx, Xxad & Co. Inc. or to any other Person (including, without limitation, the Other Holders) any fee or other compensation (other than for reimbursement for out-of-pocket expenses, if any) in connection with the assumption by the Company of the Existing Notes, the amendment of the Existing Note Purchase Agreements or the restructuring of any other debt of the Company and its Subsidiaries.
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Substitute Notes shall have the meaning specified in Section 1.4.
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Substitute Notes has the meaning set forth in Section 2.14(d).
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Related to Substitute Notes

  • Exchange Notes means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof.

  • Replacement Notes means Notes issued to the Beneficial Owners of the Notes in accordance with Article II hereof.

  • Permitted Notes means (i) unsecured senior or senior subordinated debt securities of the Borrower, (ii) debt securities of the Borrower that are secured by a Lien on the Collateral ranking junior to the Liens securing the Obligations pursuant to a Second Lien Intercreditor Agreement or (iii) debt securities of the Borrower that are secured by a Lien ranking pari passu with the Liens securing the Obligations pursuant to a First Lien Intercreditor Agreement; provided that (a) in the case of debt securities issued in reliance on Section 7.03(s)(iii), such debt securities are issued for cash consideration, (b) the terms of such debt securities do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the Maturity Date of the Term Facility (other than customary offers to repurchase upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default), (c) the covenants, events of default, guarantees, collateral and other terms of which (other than interest rate and redemption premiums), taken as a whole, are not more restrictive to the Borrower and the Restricted Subsidiaries than those in this Agreement; provided that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) prior to the incurrence of such debt securities, together with a reasonably detailed description of the material terms and conditions of such debt securities or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement, (d) at the time that any such Permitted Notes are issued (and after giving effect thereto) no Event of Default shall exist, (e) the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Permitted Notes had been outstanding on the last day of such four quarter period, and (f) no Subsidiary of the Borrower (other than a Guarantor) shall be an obligor and no Permitted Notes shall be secured by any collateral other than the Collateral.

  • Permitted Debt Exchange Notes shall have the meaning provided in Section 2.15(a).

  • Existing Notes means, collectively, the Existing Senior Guaranteed Notes and the Existing Senior Notes.

  • Qualifying Notes means, with respect to each applicable series of senior preferred debt securities, each series of senior non preferred debt securities and each series of subordinated debt securities, at any time, any securities issued directly by Banco Santander that have terms not otherwise materially less favorable to the holders of the senior preferred debt securities of such series, senior non preferred debt securities of such series or subordinated debt securities of such series than the terms of the senior preferred debt securities of such series, senior non preferred debt securities of such series or subordinated debt securities of such series, as applicable, provided that Banco Santander shall have delivered a certificate signed by two directors of Banco Santander to that effect to the Trustee not less than five Business Days prior to (x) in the case of a substitution of the senior preferred debt securities of the applicable series, the senior non preferred debt securities of any series or the subordinated debt securities of any series, as applicable, pursuant to “—Substitution and Variation”, the issue date of the relevant securities or (y) in the case of a variation of the senior preferred debt securities of the applicable series, the senior non preferred debt securities of any series or the subordinated debt securities of any series, as applicable, pursuant to “—Substitution and Variation”, the date such variation becomes effective, provided that such securities shall:

  • Unrestricted Notes means one or more Notes that do not and are not required to bear the Restricted Notes Legend including, without limitation, the Exchange Notes and any Notes registered under the Securities Act pursuant to and in accordance with the Registration Rights Agreement.

  • Refinancing Notes means any secured or unsecured notes or loans issued by the Borrower or any Subsidiary Loan Party (whether under an indenture, a credit agreement or otherwise) and the Indebtedness represented thereby; provided, that (a) (i) 100% of the Net Proceeds of such Refinancing Notes that are secured on a pari passu basis with the Term B Loans are used to permanently reduce Loans and/or replace Commitments substantially simultaneously with the issuance thereof or (ii) 90% of the Net Proceeds of any other Refinancing Notes are used to permanently reduce Loans and/or replace Commitments substantially simultaneously with the issuance thereof; (b) the principal amount (or accreted value, if applicable) of such Refinancing Notes does not exceed the principal amount (or accreted value, if applicable) of the aggregate portion of the Loans so reduced and/or Commitments so replaced (plus unpaid accrued interest and premium (including tender premiums) thereon and underwriting discounts, defeasance costs, fees, commissions and expenses); (c) the final maturity date of such Refinancing Notes is on or after the Term Facility Maturity Date or the Revolving Facility Maturity Date, as applicable, of the Term Loans so reduced or the Revolving Facility Commitments so replaced; (d) the Weighted Average Life to Maturity of such Refinancing Notes is greater than or equal to the Weighted Average Life to Maturity of the Term Loans so reduced or the Revolving Facility Commitments so replaced, as applicable; (e) in the case of Refinancing Notes in the form of notes issued under an indenture, the terms thereof do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the Term Facility Maturity Date of the Term Loans so reduced or the Revolving Facility Maturity Date of the Revolving Facility Commitments so replaced, as applicable (other than customary offers to repurchase or mandatory prepayment provisions upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default); (f) the other terms of such Refinancing Notes (other than interest rates, fees, floors, funding discounts and redemption or prepayment premiums and other pricing terms), taken as a whole, are substantially similar to, or not materially less favorable to the Borrower and its Subsidiaries than the terms, taken as a whole, applicable to the Term B Loans (except for covenants or other provisions applicable only to periods after the Latest Maturity Date in effect at the time such Refinancing Notes are issued or are otherwise reasonably acceptable to the Administrative Agent), as determined by the Borrower in good faith (or, if more restrictive, the Loan Documents are amended to contain such more restrictive terms to the extent required to satisfy the foregoing standard); (g) there shall be no obligor in respect of such Refinancing Notes that is not a Loan Party; and (h) Refinancing Notes that are secured by Collateral shall be subject to the provisions of a Permitted Pari Passu Intercreditor Agreement or a Permitted Junior Intercreditor Agreement, as applicable.

  • Eligible Notes means (a) Note(s) meeting the eligiblity criteria set out in § 204.12 hereof.

  • Refinancing Equipment Notes and “Refinancing Trust” shall have the respective meanings assigned to such terms in the Intercreditor Agreement.

  • New Notes shall have the meaning assigned to such term in Section 32.

  • Class E Notes has the meaning assigned to such term in the Indenture.

  • Existing Unsecured Notes the Borrower’s 11.5% Senior Notes due 2018, issued pursuant to the Existing Unsecured Indenture, outstanding on the Closing Date or subsequently issued in exchange for or in respect of any such notes.

  • Initial Additional Notes means Additional Notes issued in an offering not registered under the Securities Act and any Notes issued in replacement thereof, but not including any Exchange Notes issued in exchange therefor.

  • Subsequent Notes means any Notes issued after the First Issue Date on one or more occasions.

  • Initial Notes means the first $500,000,000 aggregate principal amount of Notes issued under this Indenture on the date hereof.

  • Holdco Notes means the $1,000,000,000 aggregate principal amount of 11 1/2% Senior PIK Notes due 2016 issued by Holdings.

  • Asset-Backed Securities means securities which:

  • Permitted Securitization Financing means one or more transactions pursuant to which (i) Securitization Assets or interests therein are sold or transferred to or financed by one or more Special Purpose Securitization Subsidiaries, and (ii) such Special Purpose Securitization Subsidiaries finance (or refinance) their acquisition of such Securitization Assets or interests therein, or the financing thereof, by selling or borrowing against Securitization Assets (including conduit and warehouse financings) and any Hedging Agreements entered into in connection with such Securitization Assets; provided, that recourse to the Borrower or any Subsidiary (other than the Special Purpose Securitization Subsidiaries) in connection with such transactions shall be limited to the extent customary (as determined by the Borrower in good faith) for similar transactions in the applicable jurisdictions (including, to the extent applicable, in a manner consistent with the delivery of a “true sale”/“absolute transfer” opinion with respect to any transfer by the Borrower or any Subsidiary (other than a Special Purpose Securitization Subsidiary).

  • Unrestricted Securities means one or more Securities that do not and are not required to bear the Private Placement Legend in the form set forth in Exhibit A hereto, including, without limitation, the Exchange Securities and any Securities registered under the Securities Act pursuant to and in accordance with the Registration Rights Agreement.

  • Pari Passu Indebtedness means any Indebtedness of the Issuer or any Guarantor that ranks pari passu in right of payment with the Notes or the Note Guarantees, as applicable.

  • A Notes means each Note that has a designation starting with “A”, either individually or in the aggregate as the context may require.

  • Mortgage-backed Securities means securities that are secured or otherwise backed by Mortgage Loans.

  • B Notes means each of Note B-1 and Note B-2.

  • Permitted Securitization means, for any Borrower and its Subsidiaries, any sale, assignment, conveyance, grant and/or contribution, or series of related sales, assignments, conveyances, grants and/or contributions, by such Borrower or any of its Subsidiaries of Receivables (or purported sale, assignment, conveyance, grant and/or contribution) to a trust, corporation or other entity, where the purchase of such Receivables may be funded or exchanged in whole or in part by the incurrence or issuance by the applicable Securitization SPV, if any, of Indebtedness or securities (such Indebtedness and securities being “Attributable Securitization Obligations”) that are to be secured by or otherwise satisfied by payments from, or that represent interests in, the cash flow derived primarily from such Receivables (provided, however, that “Indebtedness” as used in this definition shall not include Indebtedness incurred by a Securitization SPV owed to any Borrower or any of its Subsidiaries, which Indebtedness represents all or a portion of the purchase price or other consideration paid by such Securitization SPV for such receivables or interests therein), where (i) any representation, warranty, covenant, recourse, repurchase, hold harmless, indemnity or similar obligations of such Borrower or any of its Subsidiaries, as applicable, in respect of Receivables sold, assigned, conveyed, granted or contributed, or payments made in respect thereof, are customary for transactions of this type, and do not prevent the characterization of the transaction as a true sale under Applicable Laws (including debtor relief laws) and (ii) any representation, warranty, covenant, recourse, repurchase, hold harmless, indemnity or similar obligations of any Securitization SPV in respect of Receivables sold, assigned, conveyed, granted or contributed or payments made in respect thereof, are customary for transactions of this type.