Governmental Authority
means, when used with respect to any Person, any
government, parliament, legislature, regulatory authority, agency, tribunal, department, commission, board, instrumentality, court, arbitration board or arbitrator or other law, regulation or rule making entity (including a Minister of the Crown,
any central bank, Superintendent of Financial Institutions or other comparable authority or agency) having or purporting to have jurisdiction on behalf of, or pursuant to the laws of, Canada or any country in which such Person is incorporated,
continued, amalgamated, merged or otherwise created or established or in which such Person has an undertaking, carries on business or holds property, or any province, territory, state, municipality, district or political subdivision of any such
country or of any such province, territory or state of such country.
Guarantee
by any Person means any obligation,
contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Debt of any other Person (the
primary obligor
) in any manner, whether directly or indirectly, and including, without
limitation, any obligation of such Person, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such
Debt, (ii) to purchase property, securities or services for the purpose of assuring the holder of such Debt of the payment of such Debt, or (iii) to maintain working capital, equity capital or other financial statement condition or
liquidity of the primary obligor so as to enable the primary obligor to pay such Debt (and Guaranteed, Guaranteeing and Guarantor shall have the meanings correlative to the foregoing); provided, however, that the
Guarantee by any Person shall not include endorsements by such Person for collection or deposit, in either case, in the ordinary course of business.
Lien
means, with respect to any properties or assets, any mortgage or deed of trust, pledge, hypothecation, assignment for
security, deposit arrangement, security interest, lien, charge or other security agreement or encumbrance of any kind or nature whatsoever on or with respect to such properties or assets (including, without limitation, any conditional sale or other
title retention agreement having substantially the same economic effect as any of the foregoing and any lease of property or assets for a term of more than 12 months).
Non-Recourse
Debt
means Debt (a) for which none of the Corporation or any
Subsidiary of the Corporation which owns or operates, directly or indirectly, a Cable Television System, is directly or indirectly liable, unless (i) such liability is expressly subordinated in right of payment to the prior payment of all
principal of and interest on the Debt Securities, or (ii) such liability may be satisfied, at the option of the Corporation, by the issuance of Capital Stock which is not Disqualified Stock, and (b) no default with respect to any such Debt
would permit the holder of any other Debt of the Corporation or any Subsidiary of the Corporation which owns or operates, directly or indirectly, a Cable Television System to accelerate the maturity of such other Debt.
Permitted Subsidiary Guarantee
means a Guarantee given by a Subsidiary in favour of holders of Debt, provided that
(i) such Debt is permitted to be incurred hereunder and (ii) contemporaneously with entering into any such Permitted Subsidiary Guarantee, such Subsidiary also enters into a Guarantee for the benefit of all holders of Debt Securities and
the Trustee (the
Qualifying Guarantee
) which Qualifying Guarantee shall rank
pari passu
with the Permitted Subsidiary Guarantee and shall apply to all of the obligations outstanding under the Debt Securities and the Trust
Indenture from time to time. Any such Qualifying Guarantee may also provide that it shall be released if at any time (i) the Permitted Subsidiary Guarantee has been released, or (ii) the guarantor ceases to be a Subsidiary of the
Corporation, unless in either case a Default or an Event of Default has occurred and is continuing at such time.
Person
means any natural person, corporation, firm, partnership, joint venture or other unincorporated association, trust,
government or Governmental Authority.
Preferred Stock
of any Person means Capital Stock of such Person of any class or
classes (however designated) that ranks prior to, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to shares of Capital Stock of any other
class of such Person and shall be valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued and unpaid dividends.
Purchase Money Obligations
means any monetary obligations (including a Capital Lease Obligation and rental obligations
under any other lease for a term of more than 12 months) created, assumed or incurred prior to, at any time of, or within 12 months after, the acquisition (including by way of lease), construction or improvement of any real or tangible personal
property, for the purpose of financing all or any part of the purchase price or lease payments in respect thereof; provided that the principal amount of
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