Debt Fund Affiliates definition

Debt Fund Affiliates means any fund managed by, or under common management with, any Major Stockholder that is a bona fide debt fund or an investment vehicle that is primarily engaged in the making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course and with respect to which no Major Stockholder, directly or indirectly, possesses the power to direct or cause the direction of the investment policies of such entity.

Debt Fund Affiliates means (i) Energy Capital Partners, (ii) any fund managed by, or under common management with, Energy Capital Partners and (iii) any other Affiliate of the Borrower that is a bona fide diversified debt fund.

Debt Fund Affiliates means any affiliate of Parent or the Sponsor that is a bona fide debt fund or an investment vehicle that is engaged in the making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course and with respect to which the Sponsor and investment vehicles managed or advised by the Sponsor that are not engaged primarily in making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course do not make investment decisions for such entity. In addition, the First Lien Loan Documents shall provide that First Lien Term Loans may be purchased by and assigned to any Borrower or any of their

Examples of Debt Fund Affiliates in a sentence

• Notwithstanding anything to the contrary herein, in connection with any amendment, modification, waiver or other action requiring the consent or approval of Required Lenders, Lenders that are Debt Fund Affiliates shall not be permitted, in the aggregate, to account for more than 49.9% of the amounts actually included in determining whether the threshold in the definition of “Required Lenders” has been satisfied.

• Notwithstanding anything to the contrary contained herein, in connection with any “Required Lender” votes, Lenders that are Debt Fund Affiliates shall not be permitted, in the aggregate, to account for more than 50% of the amounts includable in determining whether the “Required Lenders” have consented to any amendment, modification, waiver, consent or other action that is subject to such vote.

• Notwithstanding anything to the contrary herein, in connection with any amendment, modification, waiver or other action requiring the consent or approval of Required Lenders, Lenders that are Debt Fund Affiliates shall not be permitted, in the aggregate, to account for more than 49% of the amounts actually included in determining whether the threshold in the definition of Required Lenders has been satisfied.

• Notwithstanding anything to the contrary contained herein, in connection with any “Required Lender” votes, Lenders that are Debt Fund Affiliates shall not be permitted, in the aggregate, to account for more than 49.9% of the amounts includable in determining whether the “Required Lenders” have consented to any amendment, modification, waiver, consent or other action that is subject to such vote.

• Notwithstanding anything to the contrary provided in this Agreement or any other Loan Document, Borrower shall not be permitted to make any Discounted Buyback if after giving effect thereto (and subsequent to the retirement or extinguishment of such Term Loans) the (x) Restricted Lenders or (y) Independent Debt Fund Affiliates would hold a greater aggregate principal amount of Indebtedness than is permitted by Section 9.10.

• Notwithstanding anything to the contrary herein, in connection with any amendment, modification, waiver or other action requiring the consent or approval of Required Lenders, Lenders that are Debt Fund Affiliates shall not be permitted, in the aggregate, to account for more than 49.9% of the amounts actually included in determining whether the threshold in the definition of Required Lenders has been satisfied.

• The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into monitor or enforce, compliance with the provisions relating to Affiliate Lenders, Debt Fund Affiliates or Disqualified Institutions.

• For avoidance of doubt, the foregoing limitations shall not be applicable to Debt Fund Affiliates; provided that for any “Required Lender” vote, Debt Fund Affiliates may not, in the aggregate, account for more than 49.99% of the amounts included in determining whether the “Required Lenders” have consented to any amendment, waiver or other action pursuant to Section 11.01.

• Notwithstanding anything to the contrary herein, in connection with any amendment, modification, waiver or other action requiring the consent or approval of Required Lenders, Lenders that are Debt Fund Affiliates shall not be permitted, in the aggregate, to account for more than 49.9% of the amounts actually included in determining whether the “Required Lenders” have consented to any amendment, modification, waiver, consent or other action that is subject to such vote.

• No Agent shall have any responsibility or liability for monitoring the list or identities of, or enforcing provisions relating to, Disqualified Institutions, Debt Fund Affiliates or Affiliate Lenders.

More Definitions of Debt Fund Affiliates

Debt Fund Affiliates means any Affiliate Lender that is primarily engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or securities in the ordinary course and with respect to which investment vehicles managed, directly or indirectly, or advised by any Related Person that are not primarily engaged in, or advising funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or securities in the ordinary course do not make investment decisions for such entity.

Debt Fund Affiliates means (i) any fund managed by, or under common management with GSO Capital Partners LP (collectively, “GSO”), (ii) any fund managed by GSO Debt Funds Management LLC, Blackstone Debt Advisors L.P., Blackstone Distressed Securities Advisors L.P., Blackstone Mezzanine Advisors L.P. or Blackstone Mezzanine Advisors II L.P. and (iii) any other affiliate of Holdings that is a bona fide debt fund or an investment vehicle that is engaged in the making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course.

Debt Fund Affiliates means entities managed by the affiliates of the Borrower or funds advised by their respective affiliated management companies that are primarily engaged in, or advise funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or securities in the ordinary course and for which no personnel making investment decisions in respect of any equity fund which has a direct or indirect equity investment in the Borrower or its restricted subsidiaries has the right to make any investment decisions.

Debt Fund Affiliates means any affiliate of Parent or the Sponsor that is a bona fide debt fund or an investment vehicle that is engaged in the making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course and with respect to which the Sponsor and investment vehicles managed or advised by the Sponsor that are not engaged primarily in making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course do not make investment decisions for such entity. "Affiliate Lenders" means, collectively, the Non-Debt Fund Affiliates and Debt Fund Affiliates. In addition, the Second Lien Loan Documents shall provide that Second Lien Loans may be purchased by and assigned to any Borrower or any of their subsidiaries on a non-pro rata basis through (a) open market purchases and/or (b) Dutch auctions open to all Second Lien Lenders on a pro rata basis in accordance with customary procedures to be agreed; provided, that, any such Second Lien Loans shall be automatically and permanently cancelled immediately upon acquisition thereof by any Borrower or any of their subsidiaries. There shall be no minimum liquidity requirement for such purchases or assignment to the Borrowers. The Second Lien Loan Documents will contain customary provisions allowing Parent to replace a Second Lien Lender or terminate the commitment of a Second Lien Lender and prepay that Second Lien Lender's outstanding Second Lien Loans (and all accrued interest and other amounts owing to that Second Lien Lender thereunder (including any prepayment premium, if applicable)) in full in connection with amendments and waivers requiring the consent of all Second Lien Lenders or of all Second Lien Lenders directly adversely affected thereby (so long as the Requisite Second Lien Lenders have approved the amendment or waiver), increased costs, taxes, etc. and Defaulting Lenders.

Debt Fund Affiliates means (i) Energy Credit Partners (or any successor thereto), (ii) any fund managed by, or under common management with, Energy Credit Partners (or any successor thereto) and (iii) any other affiliate of Holdings that is a bona fide diversified debt fund or an investment vehicle that is engaged in the making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course.

Debt Fund Affiliates means any affiliate of the Sponsor that is a bona fide diversified debt fund primarily engaged in, or advising funds or other investment vehicles that are engaged in making, purchasing or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course of business whose managers have fiduciary duties to the third-party investors in such fund or investment vehicle that are independent of their duties to the equity holders of Holdings.