Excess ABL Obligations means the sum of (a) the portion of the principal amount of the loans outstanding under the ABL Documents and the undrawn amount of outstanding letters of credit issued thereunder that is in excess of the ABL Obligations Cap, plus (b) the portion of interest and fees that accrues or is charged with respect to that portion of the principal amount of the loans and letters of credit described in clause (a) of this definition.
Excess ABL Obligations means any Obligations that would constitute ABL Obligations if not for the ABL Cap Amount.
Excess ABL Obligations means ABL Obligations constituting (a) the aggregate outstanding principal amount of loans and outstanding amount of Letters of Credit made, issued or incurred pursuant to the ABL Documents in excess of the Maximum ABL Facility Amount and any interest, fees or reimbursement obligations accrued on or with respect to such excess amounts, (b) ABL Obligations on account of Bank Products in excess of the Bank Product Cap, (c) ABL Obligations on account of Bank Products consisting of leasing, supply chain management, and factoring, and (d) if any of the ABL Credit Parties furnish DIP Financing or do not object to any use of cash collateral in any Insolvency Proceeding of the Loan Parties, any portion of any Carve Out for which the ABL Agent has not established an Availability Reserve (as such term is defined in the ABL Credit Agreement, as in effect on the date hereof) in connection with such DIP Financing.
Examples of Excess ABL Obligations in a sentence
In the event that a Retained Interest exists, the ABL Agent shall, at the request of the purchasing Junior Secured Parties, execute an amendment to the ABL Agreement acknowledging that such Retained Interest consisting of Excess ABL Obligations is a last-out tranche, payable after the ABL Obligations Payment Date and each Junior Obligations Payment Date.
Interest with respect to such Retained Interest consisting of Excess ABL Obligations shall continue to accrue and be payable in accordance with the terms of the ABL Documents, the Retained Interest shall continue to be secured by the Collateral (but shall be junior and subordinate to all Liens on the Collateral in favor of each Junior Representative), and the Retained Interest shall be paid (or cash collateralized, as applicable) in accordance with the terms of the ABL Agreement and this Agreement.
In the event that any one or more Junior Secured Parties exercises and consummates the purchase option set forth in this Section 7 and at the time of such purchase, there exists Excess ABL Obligations, the consummation of such purchase option shall not include (nor shall the purchase price be calculated with respect to) such Excess ABL Obligations (such amount, the “Retained Interest”).
In the event of the consummation of the purchase option, the Excess ABL Obligations shall be treated pursuant to Section 4.1 hereof.
Until the Discharge of ABL Obligations (other than the Excess ABL Obligations), no Term Loan Creditor may seek relief from the automatic stay or any other stay in an Insolvency Proceeding in respect of the ABL Priority Collateral without the ABL Agent’s prior written consent or oppose any request by the ABL Agent for relief from such stay.
More Definitions of Excess ABL Obligations
Excess ABL Obligations means, at any time of calculation, the portion, if any, of the ABL Obligations in excess of the Maximum ABL Obligations.
Excess ABL Obligations means any excess above the sum of (a) the Maximum ABL Amount, and (b) any principal loaned or advanced pursuant to DIP Financing by the ABL Creditors in excess of the Maximum ABL Amount, but subject to the additional principal amount provided for under to Section 6.2(C), as applicable, plus any interest, fees or other amounts payable under the ABL Credit Agreement or other ABL Loan Documents solely with respect to such excess.
Excess ABL Obligations has the meaning assigned to such term in the applicable ABL Intercreditor Agreement. “Excess Term Obligations” has the meaning assigned to such term in the applicable ABL Intercreditor Agreement. “Excluded Asset” has the meaning assigned to such term in the Security Agreement. “Excluded Domestic Subsidiary” means, collectively, (a) any CFC Holdco, (b) any Domestic Subsidiary that is a direct or indirect Subsidiary of a CFC and (c) any other Domestic Subsidiary of any Loan Party formed or otherwise acquired after the Closing Date if the execution of a Joinder Agreement and the Guarantee of the Obligations would cause material adverse tax consequences to any Loan Party or any Affiliate of a Loan Party in the reasonable good faith determination of the Company, in consultation with the Administrative Agent. “Excluded Subsidiary” means each (a) Immaterial Subsidiary, (b) Unrestricted Subsidiary, (c) Excluded Domestic Subsidiary, (d) Foreign Subsidiary, (e) Subsidiary that is not a Wholly Owned Subsidiary, (f) Subsidiary that is prohibited by applicable law, rule or regulation or by any contractual obligation (if, with respect to any such contractual obligations, such contractual obligations were existing on the Closing Date or existing at the time of acquisition thereof after the Closing Date), in each case from guaranteeing the Obligations or that would require governmental (including regulatory) consent, approval, license or authorization to provide a guarantee unless such consent, approval, license or authorization has been received, (g) any other Subsidiary if in the reasonable good faith determination of the Company, in consultation with the Administrative Agent, a guarantee by such Subsidiary would result in materially adverse tax consequences to the Company or any of its Subsidiaries and (h) any other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Company), the cost or other consequences of becoming a Guarantor shall be excessive in view of the benefits to be obtained by the Lenders therefrom; provided that any Subsidiary of the Company that is a guarantor of any Other Secured Debt Obligations (if any) shall become a Guarantor hereunder. “Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Sw...
Excess ABL Obligations means the portion of the ABL Obligations exceeding the ABL Cap. "Excess Notes Obligations" means the portion of the Notes Obligations exceeding the Notes Cap. "Existing ABL Agreement" has the meaning set forth in the first WHEREAS clause of this Agreement. "Existing Notes Agreement" has the meaning set forth in the second WHEREAS clause of this Agreement. "Insolvency Proceeding" means any proceeding in respect of bankruptcy, insolvency, winding up, receivership, dissolution or assignment for the benefit of creditors, in each of the foregoing events whether under the Bankruptcy Code or any similar federal, state or foreign bankruptcy, insolvency, reorganization, receivership or similar law. "Intellectual Property" means, collectively, Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks, Trademark Licenses, Trade Secrets, and Trade Secret Licenses. "Junior Collateral" shall mean with respect to any Junior Secured Party, any Collateral on which it has a Junior Lien. "Junior Documents" shall mean, collectively, with respect to any Junior Obligations, any provision pertaining to such Junior Obligation in any Loan Document or any other document, instrument or certificate evidencing or delivered in connection with such Junior Obligation. “Junior Lien Default” shall mean an Event of Default under the Junior Documents. "Junior Liens" shall mean (a) with respect to any ABL Priority Collateral, all Liens securing the Notes Obligations and (b) with respect to any Notes Priority Collateral, all Liens securing the ABL Obligations. "Junior Obligations" shall mean (a) with respect to any ABL Priority Collateral, all Notes Obligations and (b) with respect to any Notes Priority Collateral, all ABL Obligations. "Junior Representative" shall mean (a) with respect to any ABL Obligations or any ABL Priority Collateral, the Notes Representative and (b) with respect to any Notes Obligations or any Notes Priority Collateral, the ABL Representative. "Junior Secured Parties" shall mean (a) with respect to the ABL Priority Collateral, all Notes Secured Parties and (b) with respect to the Notes Priority Collateral, all ABL Secured Parties. "Junior Security Documents" shall mean with respect to any Junior Secured Party, the Security Documents that secure the Junior Obligations. "Lien" means, with respect to any asset, (a) any mortgage, deed of trust, deed to secure debt, lien, pledge, hypothecation, assignment, assignation, debenture, encumbrance, charge or security in...
Excess ABL Obligations the sum of (a) the portion of the principal amount of the loans outstanding under the ABL Loan Documents and the undrawn amount of all outstanding Letters of Credit that in the aggregate exceed the ABL Cap (without giving effect to the LC Reserve), plus (b) the outstanding amount of the Bank Product Obligations in excess of the Bank Product Cap or for which the ABL Agent did not actually implement a Bank Product Reserve, plus (c) the portion of interest and fees on account of such portion of the loans, Letters of Credit, and Bank Product Obligations described in clause (a) and (b) of this definition, plus (d) any commitment termination fee, early termination fee or prepayment fee payable under the ABL Loan Agreement.
Excess ABL Obligations means any aggregate principal amount of the “Loans” (as defined in the ABL Agreement) in excess of the ABL Obligations Cap Amount (except as permitted in Section 5.02(a)). Notwithstanding anything to the contrary in this Agreement or otherwise, any Banking Services Obligations, any reimbursement obligations in respect of expenses and any fees and interest shall not constitute Excess ABL Obligations, regardless of whether any such amounts are added to the principal balance of the loans pursuant to the terms of the ABL Documents. Nothing in this definition shall apply to, impair or have any effect whatsoever on, the obligations of any Loan Party owing to (x) the ABL Representative and/or any ABL Creditors under the ABL Documents or (y) the Term Loan Representative or the Term Loan Creditors under the Term Loan Documents.
Excess ABL Obligations means the sum of (a) the portion of the principal amount of the Advances outstanding under the ABL Loan Documents, the undrawn amount of all outstanding Letters of Credit, and the outstanding amount of Hedge Liabilities under Lender- Provided Interest Rate Xxxxxx that is in excess of the ABL Cap, plus (b) the portion of interest and fees on account of such portion of the loans, Letters of Credit and Hedge Liabilities under Lender-Provided Interest Rate Xxxxxx described in clause (a) of this definition plus (c) any default interest (but not any other interest) or loan fees, each arising from or related to a default and accruing or becoming due under the terms of the ABL Loan Documents on or after the commencement of any Insolvency Proceeding relating to any Grantor or any other Person to the extent that a claim for such default interest or loan fees is not allowable or allowed in such Insolvency Proceeding.]