Non-Paying Guarantor has the meaning assigned to such term in Section 10.11.
Non-Paying Guarantor has the meaning set forth in Section 8.10.
Non-Paying Guarantor is defined in Section 15.10.
Examples of Non-Paying Guarantor in a sentence
Each of the Loan Guarantors covenants and agrees that its right to receive any contribution under this Loan Guaranty from a Non-Paying Guarantor shall be subordinate and junior in right of payment to the payment in full in cash of the Guaranteed Obligations.
More Definitions of Non-Paying Guarantor
Non-Paying Guarantor shall contribute to such Paying Guarantor an amount equal to such Non-Paying Guarantor’s “Contribution Percentage” of such payment or payments made, or losses suffered, by such Paying Guarantor. For purposes of this ARTICLE 10, each Non-Paying Guarantor’s “Contribution Percentage” with respect to any such payment or loss by a Paying Guarantor shall be determined as of the date on which such payment or loss was made by reference to the ratio of (i) such Non-Paying Guarantor’s Maximum Liability as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder) or, if such Non-Paying Guarantor’s Maximum Liability has not been determined, the aggregate amount of all monies received by such Non-Paying Guarantor from the Borrowers after the Closing Date (whether by loan, capital infusion or by other means) to (ii) the aggregate Maximum Liability of all Guarantors hereunder (including such Paying Guarantor) as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder), or to the extent that a Maximum Liability has not been determined for any Guarantor, the aggregate amount of all monies received by such Guarantors from the Borrowers after the Closing Date (whether by loan, capital infusion or by other means). Nothing in this provision shall affect any Guarantor’s several liability for the entire amount of the Guaranteed Obligations (up to such Guarantor’s Maximum Liability). Each of the Guarantors covenants and agrees that its right to receive any contribution under this Guaranty from a Non-Paying Guarantor shall be subordinate and junior in right of payment to the payment in full in cash of the Guaranteed Obligations. This provision is for the benefit of both the Agents, the Fronting Banks, the Lenders and the Guarantors and may be enforced by any one, or more, or all of them in accordance with the terms hereof.
Non-Paying Guarantor has the meaning assigned to such term in Section 9.08(c).“Notes” means the Revolving Notes and the Term Notes.
Non-Paying Guarantor has the meaning assigned to such term in Section 10.10.“Non-U.S. Lender” means a Lender that is not a “United States person” within themeaning of Section 7701(a)(30) of the Code.“NYFRB” means the Federal Reserve Bank of New York.“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Ratein effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day thatis not a Business Day, for the immediately preceding Business Day); provided that if none of such ratesis published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federalfunds transaction quoted at 11:00 a.m. on such day received by the Agent from a federal funds broker ofrecognized standing selected by it; provided, further, that if any of the aforesaid rates shall be less thanzero, such rate shall be deemed to be zero for purposes of this Agreement.“Obligated Party” has the meaning assigned to such term in Section 10.02.“Obligations” means all unpaid principal of and accrued and unpaid interest on the TermLoans made to the Borrower, all accrued and unpaid fees (including pursuant to Section 2.10 of thisAgreement) and all expenses, reimbursements, indemnities and other obligations of the Loan Parties tothe Lenders or to any Lender, the Agent or any indemnified party arising under the Loan Documents(including interest and fees accruing after commencement of any bankruptcy or insolvency proceedingagainst any Loan Party, whether or not allowed in such proceeding).“Officer” means the Chairman of the Board, the Chief Executive Officer, the President,the Chief Financial Officer, the Treasurer, any Executive Vice President, Senior Vice President or VicePresident or the Secretary of the Borrower.“Officers’ Certificate” means a certificate signed on behalf of the Borrower by anOfficer of the Borrower.“Other Information” has the meaning assigned to such term in Section 3.13(b).“Other Taxes” means all present or future stamp, registration, court or documentary,intangible, recording, filing or similar Taxes arising from any payment made or required to be madeunder, from the execution, delivery, performance, enforcement or registration of, from the receipt orperfection of a security interest under, or otherwise with respect to, this Agreement or any other LoanDocument. “Overnight Bank Funding Rate” means, for any day, the rate comprised of bothovernight federal funds and overnight eurodollar borrowings by U.S.-managed banking o...
Non-Paying Guarantor has the meaning assigned to such term in Section 10.11. “Obligated Party” has the meaning assigned to such term in Section 10.02. “Obligations” means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Exposure, all Banking Services Obligations of the Loan Parties, all Swap Obligations of the Loan Parties owing to any Lender, either Agent, the Ex-Im Revolving Lender or any of their Affiliates, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations of the Loan Parties to the Lenders or to any Lender, either Agent, the Ex-Im Revolving Lender, any Issuing Bank or any indemnified party arising under the Loan Documents. “Off-Balance Sheet Liability” of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (b) any indebtedness, liability or obligation under any so-called “synthetic lease” transaction entered into by such Person, or (c) any indebtedness, liability or obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheets of such Person (other than operating leases). “Orderly Liquidation Percentage” means, with respect to Inventory or Export-Related Inventory of any Loan Party, (a) the Dollar Equivalent of the net recovery value of such Inventory or Export-Related Inventory, as applicable, divided by (b) the gross value of such Inventory or Export-Related Inventory, as applicable, determined as of the date of most recent appraisal conducted in accordance with customary asset based lending standards pursuant to Section 5.11, by an appraiser acceptable to the Administrative Agent, net of all costs of liquidation thereof. “Original Canadian Revolving Loans” means the Canadian Revolving Loans advanced to the Canadian Borrower under the Original Credit Agreement. “Original Closing Date” means March 8, 2010. “Original Credit Agreement” means the certain Third Amended and Restated Credit Agreement dated as of the Original Closing Date among the Company, certain of the other Loan Parties, certain of the Lenders and JPMorgan Chase Bank, N.A., as Agent and LC Issuer, as amended or modified through the Effective Date.
Non-Paying Guarantor has the meaning assigned to such term in Section 10.10. “Non-U.S. LC Collateral Account” has the meaning assigned to such term in Section 2.06(j).
Non-Paying Guarantor has the meaning assigned to such term in Section 10.10. “Non-U.S. Lender” means a Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code. “NYFRB” means the Federal Reserve Bank of New York. “NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates is published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Agent from a Federal funds broker of
Non-Paying Guarantor has the meaning set forth in Section 8.10. “Non-U.S. Recipient” has the meaning set forth in Section 9.1(e)(ii). “Notice of Borrowing” has the meaning set forth in Section 1.4. “Obligations” means all present and future Loans, advances, debts, liabilities, fees, expenses, obligations, guaranties, covenants, duties and indebtedness at any time owing by any Borrower or any Loan Party to Lender, whether evidenced by this Agreement, any other Loan Document or otherwise whether arising from an extension of credit, opening of a Letter of Credit, guaranty, indemnification or otherwise, whether direct or indirect (including those acquired by assignment and any participation by Xxxxxx in Borrowers’ indebtedness owing to others), whether absolute or contingent, whether due or to become due, and whether arising before or after the commencement of a proceeding under the Bankruptcy Code or any similar statute. “Organic Documents” means, with respect to any Person, the certificate of incorporation, articles of incorporation, certificate of formation, certificate of limited partnership, by- laws, operating agreement, limited liability company agreement, limited partnership agreement or other similar governance document of such Person.