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S-3ASR
SUNEDISON, INC. filed this Form S-3ASR on 09/09/2013
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Guarantee” means a guarantee of any Securities by a Guarantor as contemplated by Article XIII; provided that the term “Guarantee,” when used with respect to any Security or with respect to the Securities of any series, means a guarantee of such Security or of the Securities of such series, respectively, by a Guarantor of such Security or of the Securities of such series, respectively, as contemplated by Article XIII.

Guarantor” means each of the Initial Guarantors and any other Person who shall have become a Guarantor under this Indenture pursuant to Section 9.01 hereof, in each case unless and until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, at which time references to such Guarantor shall mean such successor Person; provided that the term “Guarantor,” when used, with respect to the Securities of any series, means the Persons who shall from time to time be the guarantors of Securities of such series as contemplated by Article XIII.

Guarantor’s Board of Directors” means, with respect to any Guarantor, either the board of directors of such Guarantor or any duly authorized committee of that board or similar governing body.

Guarantor’s Board Resolution” means, with respect to any Guarantor, a copy of a resolution certified by an Officer of such Guarantor to have been duly adopted by such Guarantor’s Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. Where any provision of this Indenture refers to action to be taken pursuant to a Guarantor’s Board Resolution, such action may be taken by any officer or employee of such Guarantor authorized to take such action by such Guarantor’s Board of Directors as evidenced by a Guarantor’s Board Resolution.

Holder” means a Person in whose name a Security is registered in the Security Register.

Indebtedness” means, with respect to any Person, without duplication, any indebtedness of such Person, whether or not contingent: (i) in respect of borrowed money; (ii) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof); (iii) in respect of banker’s acceptances; (iv) representing capital lease obligations; (v) in respect of any guarantee by such Person of production or payment with respect to a production payment recorded as a liability or deferred revenue in accordance with GAAP; (vi) representing the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable; or (vii) representing any hedging obligation, if and to the extent any of the foregoing indebtedness (other than letters of credit and hedging obligations) would appear as a liability upon a balance sheet of such Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes (x) all indebtedness of any other Person, of the types described above in clauses (i) through (vii), secured by a lien on any asset of such Person (whether or not such indebtedness is assumed by such Person), and (y) to the extent not otherwise included, the guarantee by such Person of any indebtedness of any other Person of the types described above in clauses (i) through (vii). Notwithstanding the foregoing, the following shall not constitute “Indebtedness”: (a) accrued expenses and trade accounts payable arising in the ordinary course of business; (b) any obligation in respect of any production payment recorded as a liability or deferred revenue in accordance with GAAP; (c) any indebtedness which has been defeased in

 

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