Purchase Money Debt. (a) Debt (other than the Obligations) for payment of any of the purchase price of fixed assets; (b) Debt (other than the Obligations) incurred within ten (10) days before or after acquisition of any fixed assets, for the purpose of financing any of the purchase price thereof; and (c) any renewals, extensions or refinancings (but not increases) thereof. Purchase Money Lien - a Lien that secures Purchase Money Debt, encumbering only the fixed assets (and the proceeds thereof and the agreement with respect thereto) acquired with such Debt and constituting a Capital Lease or a purchase money security interest under the UCC. Qualified Cash - as of any date of determination, the amount of unrestricted cash and Cash Equivalents of Borrowers and their Subsidiaries that is in Deposit Accounts or in Securities Accounts, or any combination thereof, and which such Deposit Account or Securities Account is the subject of a Control Agreement and is maintained by a branch office of the bank or securities intermediary located within the United States. RBS - RBS Business Capital, a division of RBS Asset Finance, Inc., a New York corporation, and its successors and assigns. RBS Accounts - Accounts owing from RBS or any of its Affiliates. RCRA - the Resource Conservation and Recovery Act (42 U.S.C. Sec.Sec. 6991-6991i). Real Estate - all right, title and interest (whether as owner, lessor or lessee) in any real Property or any buildings, structures, parking areas or other improvements thereon. Refinancing Conditions - the following conditions for Refinancing Debt: (a) it is in an aggregate principal amount that does not exceed the principal amount of the Debt being extended, renewed or refinanced; (b) it has a final maturity no sooner than, a weighted average life no less than, and an initial interest rate no greater than, the Debt being extended, renewed or refinanced; (c) it is subordinated to the Obligations at least to the same extent, if any, as the Debt being extended, renewed or refinanced; (d) the financial covenants and defaults applicable to it are no less favorable in any material respect to Borrowers and the other Loan Parties than those applicable to the Debt being extended, renewed or refinanced; (e) no additional Lien on any other type of Property is granted to secure it; (f) no additional Loan Party is obligated on such Debt other than the Loan Parties that were obligated under the existing Debt being refinanced; and (g) upon giving effect to it, no Default or Event of Default exists. Refinancing Debt - Borrowed Money that is the result of an extension, renewal or refinancing of Debt permitted under Section 10.2.1(b), (c), (d), (e), (k), (n) or (o). Reimbursement Date - as defined in Section 2.3.2. Reinvestment Conditions - as defined in Section 5.3.1.
Appears in 1 contract
Samples: Loan and Security Agreement (Hudson Highland Group Inc)
Purchase Money Debt. (a) Debt (other than the Obligations) for payment of any of the purchase price of fixed assets; (b) Debt (other than the Obligations) incurred within ten (10) 10 days before or after acquisition of any fixed assets, for the purpose of financing any of the purchase price thereof; (c) Capital Leases and (cd) any renewals, extensions or refinancings (but not increases) thereof. Purchase Money Lien - — a Lien that secures Purchase Money Debt, encumbering only the fixed assets (and the proceeds thereof and the agreement with respect thereto) acquired with such Debt Debt, and any proceeds thereof, and constituting a Capital Lease or Lease, a purchase money security interest under the UCC. Qualified Cash - as of any date of determination, the amount of unrestricted cash and Cash Equivalents of Borrowers and their Subsidiaries that is in Deposit Accounts UCC or in Securities Accounts, or any combination thereof, and which such Deposit Account or Securities Account is the subject of a Control Agreement and is maintained by a branch office of the bank or securities intermediary located within the United States. RBS - RBS Business Capital, a division of RBS Asset Finance, Inc., a New York corporation, and its successors and assigns. RBS Accounts - Accounts owing from RBS or any of its Affiliatespurchase money mortgage. RCRA - — the Resource Conservation and Recovery Act (42 U.S.C. Sec.Sec. §§ 6991-6991i). Real Estate - — all right, title and interest (whether as owner, lessor or lessee) in any real Property or any buildings, structures, parking areas or other improvements thereon. Refinance — in respect of any Debt, to refinance, extend, renew, defease, supplement, restructure, replace or repay such Debt, or to issue other Debt in exchange or replacement for such Debt, in whole or in part, whether with the same or different lenders, arrangers or agents, “Refinanced” and “Refinancing” shall have correlative meanings. Refinancing Conditions - — the following conditions for Refinancing Debt: (a) it is in an aggregate principal amount that does not exceed the principal amount of the Debt being extended, renewed or refinancedRefinanced, plus the amount of any premiums required to be paid thereon, accrued interest and reasonable fees and expenses associated therewith; provided that with respect to any extension, renewal or Refinancing of the Senior Note Debt, the principal amount of the Debt under such extension, renewal or Refinancing shall not exceed $600,000,000; provided further, that with respect to any extension, renewal or Refinancing of the Mortgage Loan Debt, the principal amount of the Debt under such extension, renewal or Refinancing shall not exceed $260,000,000; (b) it has a final its stated maturity no sooner than, a weighted average life no less than, and an initial interest rate no greater than, shall be later than the Debt being extendedRefinanced, renewed extended or refinancedrenewed; (c) it the weighted average life to maturity of such Refinancing Debt is subordinated not less than the weighted average life to the Obligations at least to the same extent, if any, as maturity of the Debt being extendedRefinanced, renewed extended or refinancedrenewed; (d) the financial covenants and defaults interest rate applicable to it are no less favorable in any material respect to Borrowers and the other Loan Parties than those applicable to the Debt being extended, renewed or refinanced; (e) no additional Lien on any other type of Property is granted to secure it; (f) no additional Loan Party is obligated on such Debt other than the Loan Parties that were obligated under the existing Debt being refinanced; and (g) upon giving effect to it, no Default or Event of Default exists. Refinancing Debt - Borrowed Money that is the result (taking account of an extension, renewal or refinancing of Debt permitted under Section 10.2.1(b), (c), (d), (e), (k), (n) or (o). Reimbursement Date - as defined in Section 2.3.2. Reinvestment Conditions - as defined in Section 5.3.1.any original issue
Appears in 1 contract
Purchase Money Debt. (a) Debt (other than the Obligations) for payment of any of the purchase price of fixed assets; (b) Debt (other than the Obligations) incurred within ten (10) 10 days before or after acquisition of any fixed assets, for the purpose of financing any of the purchase price thereof; (c) Capital Leases and (cd) any renewals, extensions or refinancings (but not increases) thereof. Purchase Money Lien - a Lien that secures Purchase Money Debt, encumbering only the fixed assets (and the proceeds thereof and the agreement with respect thereto) acquired with such Debt Debt, and any proceeds thereof, and constituting a Capital Lease or Lease, a purchase money security interest under the UCCUCC or a purchase money mortgage. Qualified Cash ECP Guarantor - shall mean, at any time, each Obligor with total assets exceeding $10,000,000 or that qualifies at such time as of any date of determination, an “eligible contract participant” under the amount of unrestricted cash Commodity Exchange Act and Cash Equivalents of Borrowers and their Subsidiaries that is in Deposit Accounts or in Securities Accounts, or any combination thereof, and which can cause another person to qualify as an “eligible contract participant” at such Deposit Account or Securities Account is the subject of a Control Agreement and is maintained by a branch office time under §1a(18)(A)(v)(II) of the bank or securities intermediary located within the United States. RBS - RBS Business Capital, a division of RBS Asset Finance, Inc., a New York corporation, and its successors and assigns. RBS Accounts - Accounts owing from RBS or any of its AffiliatesCommodity Exchange Act. RCRA - the Resource Conservation and Recovery Act (42 U.S.C. Sec.Sec. §§ 6991-6991i). Real Estate - all right, title and interest (whether as owner, lessor or lessee) in any real Property or any buildings, structures, parking areas or other improvements thereon. Refinance - in respect of any Debt, to refinance, extend, renew, defease, supplement, restructure, replace or repay such Debt, or to issue other Debt in exchange or replacement for such Debt, in whole or in part, whether with the same or different lenders, arrangers or agents, “Refinanced” and “Refinancing” shall have correlative meanings. Refinancing Conditions - the following conditions for Refinancing Debt: (a) it is in an aggregate principal amount that does not exceed the principal amount of the Debt being extended, renewed or refinancedRefinanced, plus the amount of any premiums required to be paid thereon, accrued interest and reasonable fees and expenses associated therewith; provided that with respect to any extension, renewal or Refinancing of the Senior Note Debt, the principal amount of the Debt under such extension, renewal or Refinancing shall not exceed $600,000,000; provided further, that with respect to any extension, renewal or Refinancing of the Mortgage Loan Debt, the principal amount of the Debt under such extension, renewal or Refinancing shall not exceed $260,000,000; (b) it has a final its stated maturity no sooner than, a weighted average life no less than, and an initial interest rate no greater than, shall be later than the Debt being extendedRefinanced, renewed extended or refinancedrenewed; (c) the weighted average life to maturity of such Refinancing Debt is not less than the weighted average life to maturity of the Debt being Refinanced, extended or renewed; (d) the interest rate applicable to such Refinancing Debt (taking account of any original issue discount) is based upon the prevailing market conditions for the type of Refinancing Debt being incurred (taking into account the characteristics of the Obligors at such time), at the time of such Refinancing, extension or renewal; (e) it is subordinated in right of payment to the Obligations at least to the same extent, if any, extent as the Debt being extendedRefinanced, extended or renewed and any Liens securing such Refinancing Debt shall be subordinated to the Liens securing the Obligations at least to the same extent as the Liens securing the Debt being Refinanced, pursuant to an intercreditor or refinancedsubordination agreement (as applicable) in form and substance reasonably satisfactory to the Agent and the Co-Collateral Agents; (df) the financial representations, covenants and defaults applicable to it are no less favorable in any material respect to Borrowers and such Refinancing Debt are, taken as a whole, substantially consistent with market terms of agreements governing comparable Debt of similar companies at the other Loan Parties than those applicable to the Debt being extendedtime of such Refinancing, renewed extension or refinancedrenewal; (eg) no additional Lien on any other type of Property is granted to secure itit (other than to secure the additional Debt permitted to be incurred pursuant to clause (a) of this definition); provided that with respect to any extension, renewal or Refinancing of the Senior Note Debt, Liens may be granted to the holders thereof so long as such Liens are permitted under Section 10.2.2(s); (fh) no additional Loan Party Obligor is obligated on such Debt other than Debt; provided that with respect to any extension, renewal or Refinancing of the Loan Parties that were Senior Note Debt, any Obligor may be obligated under the existing Debt being refinancedin respect thereof; and (gi) upon giving effect to itsuch Refinancing Debt, no Default or Event of Default exists; provided, however, that with respect to clauses (d) and (f) above, a certificate of a Senior Officer of the Borrower Agent delivered to the Agent with reasonable prior notice before the incurrence of such Refinancing Debt, together with a reasonably detailed description of the material terms of such Debt or drafts of the documentation relating thereto, stating that the Borrower Agent has determined in good faith that such terms satisfy the requirement under such clauses (d) and (f) shall be conclusive evidence that such terms satisfy such requirements. Refinancing Debt - Borrowed Money that is the result of an extension, replacement, renewal or refinancing Refinancing of Debt permitted under Section 10.2.1(b10.2.1 (b), (c), (d), (e), (i), (k), (np), (u) or (ov). Register - as defined in Section 13.2.2. Reimbursement Date - as defined in Section 2.3.2. Reinvestment Conditions Related Parties - with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, attorneys and advisors of such Person and of such Person’s Affiliates. Related Real Estate Documents - with respect to any Real Estate subject to a Mortgage, the following, in form and substance reasonably satisfactory to Agent and received by Agent for review at least 15 days prior to the effective date of the Mortgage (or such shorter length of time acceptable to Agent in its reasonable discretion): (a) a mortgagee title policy (or binder therefor) covering Agent’s interest under the Mortgage, in a form and amount and by an insurer reasonably acceptable to Agent, which must be fully paid on such effective date; (b) such assignments of leases, rents, estoppel letters, attornment agreements, consents, waivers and releases as defined Agent may require with respect to other Persons having an interest in Section 5.3.1the Real Estate; (c) a survey of the Real Estate, containing a metes and bounds property description and flood plain certification, and certified by a licensed surveyor reasonably acceptable to Agent; (d) flood insurance in an amount, with endorsements and by an insurer reasonably acceptable to Agent, if the Real Estate is within a flood plain; (e) a current appraisal of the Real Estate, prepared by an appraiser reasonably acceptable to Required Lenders, and in form and substance satisfactory to Required Lenders; (f) a Phase I (and to the extent appropriate, Phase II) environmental assessment report, prepared by an environmental consulting firm reasonably satisfactory to Agent, and accompanied by such reports, certificates, studies or data as Agent may reasonably require, which shall all be in form and substance reasonably satisfactory to Agent; (g) an Environmental Agreement and such other documents, instruments or agreements as Agent may reasonably require with respect to any environmental risks regarding the Real Estate; and (h) a written opinion of local counsel relating to each Mortgage and with respect to such other matters as Agent may reasonably request, in each case, in form and substance reasonably acceptable to Agent.
Appears in 1 contract
Purchase Money Debt. (ai) Debt (other than the Obligations) for payment of any of the purchase price of fixed assets; (bii) Debt (other than the Obligations) incurred within ten (10) 90 days before or after acquisition of any fixed assets, for the purpose of financing any of the purchase price thereof; (iii) Capitalized Lease Obligations; and (civ) any renewals, extensions or refinancings (but not increases) thereof. Purchase Money Lien - a Lien that secures Purchase Money Debt, encumbering only the fixed assets (and the proceeds thereof and the agreement with respect thereto) acquired with such Debt and constituting a Capital Lease capital lease or a purchase money security interest under the UCC. Qualified Cash ECP - as of any date of determination, the amount of unrestricted cash and Cash Equivalents of Borrowers and their Subsidiaries that is in Deposit Accounts or in Securities Accountsan Obligor with total assets exceeding $10,000,000, or that constitutes an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” under Section 1a(18)(A)(v)(II) of such act. Qualified Equity Interests - any combination thereof, and which such Deposit Account or Securities Account is the subject of Equity Interests that are not a Control Agreement and is maintained by a branch office of the bank or securities intermediary located within the United States. RBS - RBS Business Capital, a division of RBS Asset Finance, Inc., a New York corporation, and its successors and assigns. RBS Accounts - Accounts owing from RBS or any of its Affiliates. RCRA - the Resource Conservation and Recovery Act (42 U.S.C. Sec.Sec. 6991-6991i)Disqualified Equity Interests. Real Estate - – all right, title and interest (whether as owner, lessor or lessee) in any each parcel of real Property or any buildings, structures, parking areas or other improvements thereonthereon and any fixtures relating thereto having a fair market value in excess of $250,000. Recipient - Agent, Letter of Credit Issuer, any Lender or any other recipient of a payment to be made by an Obligor under a Loan Document or on account of an Obligation. Refinancing Conditions - the following conditions for Refinancing Debt: (ai) it is in an aggregate principal amount that does not exceed the principal amount of the Debt being extended, renewed or refinancedrefinanced plus the amount of premiums paid thereon and the fees and expenses incurred in connection therewith; (bii) it has a final maturity no sooner than, a weighted average life no less than, and an initial interest rate no greater than, the Debt being extended, renewed or refinanced; (ciii) it is subordinated to the Obligations at least to the same extent, if any, extent as the Debt being extended, renewed or refinanced; (div) the financial representations, covenants and defaults applicable to it are no less favorable more onerous or restrictive in any material respect to Borrowers and for any Borrower, Subsidiary, or the other Loan Parties Lenders than those applicable to the Debt being extended, renewed or refinanced; (ev) no additional Lien on any other type of Property is granted to secure it; (fvi) no additional Loan Party Person is obligated on such Debt other than the Loan Parties that were obligated under the existing Debt being refinancedDebt; and (gvii) upon giving effect to it, no Default or Event of Default exists; and (viii) with respect to a refinancing of the Term Loans, the representative(s) of the holders of such Debt shall have joined the ABL/Term Loan Intercreditor Agreement in accordance with its terms or entered into an intercreditor agreement with Agent on substantially similar terms as set forth in the ABL/Term Loan Intercreditor Agreement. Refinancing Debt - Money Borrowed Money that is the result of an extension, renewal or refinancing of Debt permitted under Section 10.2.1(b9.2.9(ii), (civ), (d), (e), (k), (nvi) or (oix); provided that the Refinancing Conditions have been satisfied. Reimbursement Date Regulation D - as defined Regulation D of the Board of Governors. Register - the register maintained by Agent in accordance with Section 2.3.2. Reinvestment Conditions - as defined in Section 5.3.14.8.2 of the Agreement.
Appears in 1 contract
Purchase Money Debt. (a) Debt (other than the Obligations) for payment of any of the purchase price of fixed assets; (b) Debt (other than the Obligations) incurred within ten (10) days before or after acquisition of any fixed assets, for the purpose of financing any of the purchase price thereof; and (c) any renewals, extensions or refinancings (but not increases) thereof. Purchase Money Lien - a Lien that secures Purchase Money Debt, encumbering only the fixed assets (and the proceeds thereof and the agreement with respect thereto) acquired with such Debt and constituting a Capital Lease or a purchase money security interest under the UCC. Qualified Cash Quarterly Average Liquidity - at any time, the daily average of Liquidity for the immediately preceding Fiscal Quarter as calculated by Agent. Rating Agencies - as of any date of determination, the amount of unrestricted cash and Cash Equivalents of Borrowers and their Subsidiaries that is defined in Deposit Accounts or in Securities Accounts, or any combination thereof, and which such Deposit Account or Securities Account is the subject of a Control Agreement and is maintained by a branch office of the bank or securities intermediary located within the United StatesSection 13.6. RBS - RBS Business Capital, a division of RBS Asset Finance, Inc., a New York corporation, and its successors and assigns. RBS Accounts - Accounts owing from RBS or any of its Affiliates. RCRA - the Resource Conservation and Recovery Act (42 U.S.C. Sec.Sec. §§ 6991-6991i). Real Estate - all right, title and interest (whether as owner, lessor or lessee) in any real Property or any buildings, structures, parking areas or other improvements thereon. Refinancing Conditions - the following conditions for Refinancing Debt: (a) it is in an aggregate principal amount that does not exceed the principal amount of the Debt being extended, renewed or refinanced; (b) it has a final maturity no sooner than, a weighted average life no less than, and an initial interest rate no greater than, the Debt being extended, renewed or refinanced; (c) it is subordinated to the Obligations at least to the same extent, if any, extent as the Debt being extended, renewed or refinanced; (d) the financial representations, covenants and defaults applicable to it are no less favorable in any material respect to Borrowers and the other Loan Parties than those applicable to the Debt being extended, renewed or refinanced; (e) no additional Lien on any other type of Property is granted to secure itit (except for any replacement or substitute Lien; provided, that such replacement or substitute Lien (i) does not secure an aggregate amount of Debt, if any, greater than the Debt being refinanced and (ii) does not encumber any Property other than the Property subject of the Debt being refinanced); (f) no additional Loan Party Person is obligated on such Debt other than the Loan Parties that were obligated under the existing Debt being refinancedDebt; and (g) upon giving effect to it, no Default or Event of Default exists. Refinancing Debt - Borrowed Money that is the result of an extension, renewal or refinancing of Debt permitted under Section 10.2.1(b), (c), (d), (e), (k), (n) or (o). Reimbursement Date - as defined in Section 2.3.2. Reinvestment Conditions - as defined in Section 5.3.1.
Appears in 1 contract
Samples: Loan Agreement (M/a-Com Technology Solutions Holdings, Inc.)
Purchase Money Debt. (a) Debt (other than the Obligations) for payment of any of the purchase price of fixed assets; (b) Debt (other than the Obligations) incurred within ten (10) 10 days before or after acquisition of any fixed assets, for the purpose of financing any of the purchase price thereof; (c) Capital Leases and (cd) any renewals, extensions or refinancings (but not increases) thereof. Purchase Money Lien - — a Lien that secures Purchase Money Debt, encumbering only the fixed assets (and the proceeds thereof and the agreement with respect thereto) acquired with such Debt Debt, and any proceeds thereof, and constituting a Capital Lease or Lease, a purchase money security interest under the UCC. Qualified Cash - as of any date of determination, the amount of unrestricted cash and Cash Equivalents of Borrowers and their Subsidiaries that is in Deposit Accounts UCC or in Securities Accounts, or any combination thereof, and which such Deposit Account or Securities Account is the subject of a Control Agreement and is maintained by a branch office of the bank or securities intermediary located within the United States. RBS - RBS Business Capital, a division of RBS Asset Finance, Inc., a New York corporation, and its successors and assigns. RBS Accounts - Accounts owing from RBS or any of its Affiliatespurchase money mortgage. RCRA - — the Resource Conservation and Recovery Act (42 U.S.C. Sec.Sec. §§ 6991-6991i). Real Estate - — all right, title and interest (whether as owner, lessor or lessee) in any real Property or any buildings, structures, parking areas or other improvements thereon. Refinance — in respect of any Debt, to refinance, extend, renew, defease, supplement, restructure, replace or repay such Debt, or to issue other Debt in exchange or replacement for such Debt, in whole or in part, whether with the same or different lenders, arrangers or agents, “Refinanced” and “Refinancing” shall have correlative meanings. Refinancing Conditions - — the following conditions for Refinancing Debt: (a) it is in an aggregate principal amount that does not exceed the principal amount of the Debt being extended, renewed or refinanced, plus the amount of any premiums required to be paid thereon, accrued interest and reasonable fees and expenses associated therewith; (b) it has a final maturity no sooner than, a weighted average life no less than, and an initial interest rate no greater than, on market terms for the type of Debt being refinanced, extended, renewed or refinancedrenewed; (c) it is subordinated to the Obligations at least to the same extent, if any, extent as the Debt being extended, renewed or refinanced; (d) the financial representations, covenants and defaults applicable to it are no less favorable in any material respect to Borrowers and on market terms for the other Loan Parties than those applicable to the type of Debt being extended, renewed or refinanced; (e) no additional Lien on any other type of Property is granted to secure itit (other than to secure the additional Debt permitted to be incurred pursuant to clause (a) of this definition); provided that with respect to any extension, renewal or refinancing of the Senior Note Debt, Liens may be granted to the holders thereof so long as such Liens are permitted under Section 10.2.2(s); (f) no additional Loan Party Person is obligated on such Debt other than Debt; provided that with respect to any extension, renewal or refinancing of the Loan Parties that were Senior Note Debt, any Obligor may be obligated under the existing Debt being refinancedin respect thereof; and (g) upon giving effect to it, no Default or Event of Default exists. Refinancing Debt - Borrowed Money that is the result of an extension, renewal or refinancing of Debt permitted under Section 10.2.1(b), (c), (d), (e), (k), (n) or (o). Reimbursement Date - as defined in Section 2.3.2. Reinvestment Conditions - as defined in Section 5.3.1.
Appears in 1 contract
