External Sharing Debt definition

External Sharing Debt means obligations of the Borrower or any of its Subsidiaries under or in respect of (including pursuant to Guarantees or other credit support): (a) letters of credit and similar obligations opened for the account of the Borrower or a Subsidiary thereof, (b) loans, advances and other Indebtedness for borrowed money to the Borrower or a Subsidiary thereof, (c) Derivative Transactions or Hedging Agreements with the Borrower or a Subsidiary as the counterparty, (d) Vendor Financing Exposures, (e) existing cash management and other operating arrangements and any other cash management and other operating arrangements entered into in the ordinary course of business and (f) real estate lease, fleet lease, purchase and credit card programs and such other Indebtedness as may be agreed to by the Administrative Agent and the Borrower, such agreement not to be unreasonably withheld. The amount of any Derivative Transaction or the obligations under any Hedging Agreement will be determined at all times to be equal to the then marked-to-market exposure of the relevant bank (determined on a net basis if applicable under the relevant agreement between the Borrower and the relevant bank), provided that such amount will not be less than $0.
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External Sharing Debt means all Indebtedness or other obligations (other than Indebtedness and other obligations under any Lucent Credit Agreement) secured by a Lien on the Collateral pursuant to the Security Documents. For the purpose of determining the amount of External Sharing Debt under any line of credit or other credit facility (whether pursuant to the definition of "Current Asset Ratio", Section 6.12 or otherwise), the full amount thereof shall be deemed to have been utilized. Only External Specified Debt and External Non-Specified Sharing Debt shall be entitled to constitute External Sharing Debt.
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External Sharing Debt the collective reference to: (i) External Specified Debt in existence on the date hereof and listed on SCHEDULE 6, and (ii) such other additional External Specified Debt designated as External Sharing Debt in accordance with Section 8.14(b).
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Examples of External Sharing Debt in a sentence

  • In addition, the Borrower will promptly notify the Collateral Agent of each change in the identity of any Administrative Agent or any holder of External Sharing Debt.

  • All distributions made by the Collateral Agent pursuant to Section 3.4 shall be (subject to any decree of any court of competent jurisdiction) final (absent manifest error), and the Collateral Agent shall have no duty to inquire as to the application by the Administrative Agent or any holder of External Sharing Debt of any amounts distributed to them.

  • The Borrower shall deliver to the Collateral Agent, on the date hereof and not more than 30 days after the end of each fiscal quarter of the Borrower, a list setting forth each item of External Sharing Debt outstanding on the last Business Day of the most recently ended fiscal quarter of the Borrower, including the aggregate unpaid principal amount of External Sharing Debt Obligations outstanding and, with respect to each item of External Sharing Debt, the name and address of the holder thereof.

  • By acceptance of the benefits under this Agreement and the Security Documents, the holders of External Sharing Debt, as Secured Parties, will be deemed to have acknowledged and agreed that the provisions of the preceding sentence are intended to induce the Banks and the Grantors to permit such Persons to be Secured Parties under this Agreement and under the Security Documents and are being relied upon by the Banks and the Grantors as consideration therefor.

  • Except as set forth on Schedule 10, on the date hereof, there is no outstanding Secured Indebtedness (other than in respect of the Credit Agreements and the External Sharing Debt) or Attributable Debt.

  • Except as set forth on SCHEDULE 9, on the date hereof, there is no outstanding Secured Indebtedness (other than in respect of the Credit Agreements and the External Sharing Debt) or Attributable Debt.

  • Each Guarantor hereby guarantees that payments hereunder will be paid to the Collateral Agent without set-off or counterclaim in Dollars (or, in the case of External Sharing Debt Obligations, the currency required under the applicable instrument or agreement evidencing or governing the same) at its offices at 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx (or, in the case of any currency other than Dollars, such office or offices as the Collateral Agent shall specify with respect thereto).

  • By acceptance of the benefits under this Agreement and the Security Documents, the holders of External Sharing Debt, as Secured Parties, will be deemed to have acknowledged and agreed that the provisions of the preceding sentence are intended to induce the Lenders and the Grantors to permit such Persons to be Secured Parties under this Agreement and under the Security Documents and are being relied upon by the Lenders and the Grantors as consideration therefor.

  • Each Guarantor hereby guarantees that payments hereunder will be paid to the Collateral Agent without set-off or counterclaim in dollars (or, in the case of External Sharing Debt Obligations, the currency required under the applicable instrument or agreement evidencing or governing the same) at its offices at 270 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx (xx, in the case of any currency other than dollars, such office or offices as the Collateral Agent shall specify with respect thereto).

  • Terms defined in the External Sharing Debt Agreement and used herein shall have the meanings given to them in the External Sharing Debt Agreement.


More Definitions of External Sharing Debt

External Sharing Debt means obligations of the Borrower or any of its Subsidiaries under or in respect of (including pursuant to Guarantees or other credit support): (a) letters of credit and similar obligations opened for the account of the Borrower or a Subsidiary thereof, (b) loans, advances and other Indebtedness for borrowed money to the Borrower or a Subsidiary thereof, (c) foreign exchange and derivative transactions ("Derivative Transactions") or Hedging Agreements with the Borrower or a Subsidiary as the counterparty, (d) the Participation Agreement, dated as of September 27, 2000, among the Borrower, as sponsor and servicer, Insured Special Purpose Trust, KED Funding LLC, Insured Asset Funding LLC, the investors party thereto, the APA purchasers party thereto, Citicorp North America, Inc., as program agent, Citibank, N.A., as agent and collateral agent, and Global Securitization Services, LLC, as administrator, pursuant to which, the Borrower established a program whereby it would sell vendor financings to an "Insured Special Purpose Trust" (the "Participation Agreement"), and such program and the other documents entered into in connection therewith (including any amendment or modification to such documents or to any documents related thereto entered into after the date hereof), (e) Vendor Financing Exposures, (f) existing cash management and other operating arrangements and any other cash management and other operating arrangements entered into in the ordinary course of business and (g) real estate lease, fleet lease, purchase and credit card programs and such other Indebtedness as may be agreed to by the Administrative Agent and the Borrower, such Agreement not to be unreasonably withheld. The amount of any Derivative Transaction or the obligations under any Hedging Agreement will be determined at all times to be equal to the then marked-to-market exposure of the relevant bank (determined on a net basis if applicable under the relevant agreement between the Borrower and the relevant bank), provided that such amount will not be less than $0.
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External Sharing Debt in this Section 1.01.
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External Sharing Debt the collective reference to: (i) External Specified Debt and External Non-Specified Sharing Debt, in each case in existence on the date hereof and listed on Schedule 7, and (ii) such other additional Indebtedness, liabilities and other obligations designated as External Sharing Debt in accordance with Section 8.14(b).
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Related to External Sharing Debt

  • External Debt means obligations (other than the Notes) of, or guaranteed by, the Republic for borrowed money or evidenced by bonds, notes or other similar instruments denominated or payable, or those which at the option of the holder thereof are so denominated or payable, in a currency other than the local currency of the Republic.

  • External Indebtedness means Indebtedness which is payable, or at the option of its Holder may be paid, (i) in a currency or by reference to a currency other than the currency of Mexico, (ii) to a person resident or having its head office or its principal place of business outside Mexico and (iii) outside the territory of Mexico.

  • Internal Distribution has the meaning set forth in the recitals.

  • Public External Indebtedness means any External Indebtedness which is in the form of, or represented by, notes, bonds or other securities which are for the time being quoted, listed or ordinarily dealt in on any stock exchange.

  • Closing Debt means the aggregate principal amount of, and accrued interest on, all Debt of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Spinoff means a transaction in which the Transferor Plan transfers only part of its assets and/or liabilities to the Transferee Plan. The Transferee Plan may be a New Plan that is created in the Spinoff, or it may be a preexisting plan that simply receives part of the assets and/or liabilities of the Transferor Plan.

  • Internal Reorganization has the meaning set forth in the Separation Agreement.

  • Make-Whole Acquisition Stock Price means the price paid per share of Common Stock in the event of a Make-Whole Acquisition. If the holders of shares of Common Stock receive only cash in the Make-Whole Acquisition in a single per-share amount, other than with respect to appraisal and similar rights, the Make-Whole Acquisition Stock Price shall be the cash amount paid per share of Common Stock. For purposes of the preceding sentence as applied to a Make-Whole Acquisition of the type set forth in clause (a) of the definition Make-Whole Acquisition, a single price per share of Common Stock shall be deemed to have been paid only if the transaction or transactions that caused the Make-Whole Acquisition to occur was a tender offer for more than 50% of the then-outstanding Common Stock. Otherwise, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on the ten Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Funding Debt means any Debt incurred by or on behalf of the General Partner for the purpose of providing funds to the Partnership.

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Internal Systems means the internal systems of each of the Corporation that are presently used in its Business or operations, including, computer hardware systems, software applications and embedded systems.

  • Qualifying Debt means amount due, which includes interest or any other sum due in respect of the amounts owed under any contract, by the debtor for a liquidated sum either immediately or at certain future time and does not include—

  • Pre-Closing Restructuring has the meaning specified in Section 6.14(a).

  • Corporate Reorganization means any change in the legal existence of any Subject Entity (other than a Capital Reorganization) including by way of amalgamation, merger, winding up, continuance or plan of arrangement.

  • Internal Restructuring shall have the meaning set forth in Section 7.02(f) of this Agreement.

  • Capital Stock Sale Proceeds means the aggregate cash proceeds received by the Company from the issuance or sale (other than to a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their employees) by the Company of its Capital Stock (other than Disqualified Stock) after the Issue Date, net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

  • Reverse Split has the meaning set forth in Section 5.21.

  • SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.

  • Common Share Reorganization has the meaning set forth in Section 4.1;