Future Pari Passu Indebtedness definition

Future Pari Passu Indebtedness any Indebtedness of the Borrower incurred after the Escrow Release Date that is secured by a Lien on the Collateral and ranks equally in right of payment and Lien priority to the Loans as permitted by this Agreement; provided that the trustee, agent or other authorized representative for the holders of such Indebtedness (other than in the case of additional Pari Passu Notes) shall execute a joinder to the Security Documents, unless already a party thereto.
Sample 1Sample 2Sample 3
Future Pari Passu Indebtedness means any Indebtedness of the Company and/or the Other Obligors that is secured by a Lien on the Collateral and ranks equally in right of payment and lien priority to the notes as permitted by the Indenture; provided that (i) the trustee, agent or other authorized representative for the holders of such Indebtedness (other than in the case of Additional Notes) shall execute a joinder to the Collateral Documents and the First Priority/Second Priority Intercreditor and Subordination Agreement and (ii) the Company shall designate such Indebtedness as “Additional Junior Priority Debt” under the First Priority/Second Priority Intercreditor and Subordination Agreement.
Sample 1Sample 2Sample 3
Future Pari Passu Indebtedness means any Indebtedness of the Company and/or the Other Obligors that is secured by a Lien on the Collateral and ranks equally in right of payment and lien priority to the notes as permit- ted by the Indenture; provided that (i) the trustee, agent or other authorized representative for the holders of such Indebtedness (other than in the case of Additional Notes) shall execute a joinder to the Collateral Documents and the First Priority/Second Priority Intercreditor and Subordination Agreement and (ii) the Company shall designate such Indebtedness as “Additional Junior Priority Debt” under the First Priority/Second Priority Intercreditor and Subordi- nation Agreement.
Sample 1Sample 2Sample 3

Examples of Future Pari Passu Indebtedness in a sentence

  • No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, Future Pari Passu Indebtedness (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and Future Pari Passu Indebtedness properly tendered in response to the Asset Sale Offer.

  • To the extent that the aggregate amount of Notes and such Future Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture, subject to the covenants contained in the Indenture.

  • If the aggregate principal amount of Notes or the Future Pari Passu Indebtedness surrendered by the Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such Future Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Future Pari Passu Indebtedness tendered in accordance with Section 4.08 of the Indenture.

  • To the extent that the aggregate amount of Notes and such Future Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture, subject to other covenants contained in this Indenture.

  • Year Percentage 2022 106.000% 2023 104.000% 2024 102.000% 2025 and thereafter 100.000% (b) The Asset Sale Offer shall be made to all Holders and holders of Future Pari Passu Indebtedness as and to the extent required by Section 6.15.

  • If the aggregate principal amount of Notes or the Future Pari Passu Indebtedness surrendered by such Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such Future Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Future Pari Passu Indebtedness tendered in accordance with Section 4.08.


More Definitions of Future Pari Passu Indebtedness

Future Pari Passu Indebtedness means any Indebtedness of the Company incurred after the Issue Date that is secured by a Lien on the Collateral and ranks equally in right of payment and Lien priority to the Securities as permitted by the Indenture; provided that the trustee, agent or other authorized representative for the holders of such Indebtedness (other than in the case of Additional Securities issued pursuant to Section 2.01(b) hereof) shall execute a joinder to the Collateral Documents, unless already a party thereto.
Sample 1
Future Pari Passu Indebtedness means any future Indebtedness of the Company and/or the Guarantors that is secured by a Lien on the Collateral and ranks equally in right of payment and Lien priority to the Notes as permitted by this Indenture; provided that (i) the trustee, agent or other authorized representative for the holders of such Indebtedness (other than in the case of Additional Notes) shall execute a joinder to the Collateral Documents and (ii) the Company shall designate such Indebtedness as Future Pari Passu Indebtedness under the First Priority/Second Priority Intercreditor and Subordination Agreement.
Sample 1
Future Pari Passu Indebtedness means any future Indebtedness of the Company and/or the Guarantors that is secured by a Lien on the
Sample 1

Related to Future Pari Passu Indebtedness

  • Pari Passu Indebtedness means: (a) with respect to the Issuer, the Notes and any Indebtedness which ranks pari passu in right of payment to the Notes; and (b) with respect to any Guarantor, its Guarantee and any Indebtedness which ranks pari passu in right of payment to such Guarantor’s Guarantee.

  • Pari Passu Debt means any Indebtedness of the Company or any Guarantor that ranks pari passu in right of payment with the Notes or such Guarantee, as applicable.

  • Permitted Pari Passu Secured Refinancing Debt means any secured Indebtedness (including any Registered Equivalent Notes) incurred by a Borrower in the form of one or more series of senior secured notes; provided, that (a) such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Obligations and is not secured by any property or assets of Parent or Restricted Subsidiary other than the Collateral, (b) such Indebtedness is not at any time guaranteed by any Subsidiaries other than Subsidiaries that are Guarantors, (c) such Indebtedness, (i) unless incurred as a term loan under this Agreement, does not mature or have scheduled amortization or payments of principal (other than customary offers to repurchase upon a change of control, asset sale or event of loss and a customary acceleration right after an event of default) prior to the date that is the Latest Maturity Date at the time such Indebtedness is incurred or issued, and (ii) if incurred as a term loan under this Agreement, does not mature earlier than, or have a Weighted Average Life to Maturity shorter than, the applicable Refinanced Debt, (d) the security agreements relating to such Indebtedness (to the extent such Indebtedness is not incurred hereunder) are substantially the same as or more favorable to the Loan Parties than the Collateral Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (e) to the extent such Indebtedness is not incurred hereunder, a Representative acting on behalf of the holders of such Indebtedness shall have become party to or otherwise subject to the provisions of an Intercreditor Agreement with the Administrative Agent and (f) such Indebtedness, if consisting of Refinancing Notes, satisfies clause (d) of the definition of Permitted Other Debt Conditions. Permitted Pari Passu Secured Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

  • Pari Passu Securities means any class or series of capital stock of the Company hereafter created specifically ranking, by its terms, on parity with the Designated Preferred Stock as to distribution of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary.

  • Related Indebtedness means any and all indebtedness paid or payable by Borrower to Administrative Agent or any Lender pursuant to any Loan Document other than any Note.

  • Pari Passu Obligations means Unsecured Debt (exclusive of the Notes, this Agreement and any Subsidiary Guarantee) of the Company or any Subsidiary Guarantor owing to a Person that is not the Company or an Affiliate thereof.

  • Pari Passu Companion Loan A Companion Loan that, pursuant to the related Loan Documents and/or the related Co-Lender Agreement, is pari passu in right of payment to the related Split Mortgage Loan. The only Pari Passu Companion Loans related to the Trust as of the Closing Date are evidenced by the Notes identified in the Loan Combination Table under the column heading “Pari Passu Companion Loan(s),” each of which Notes evidences a separate Pari Passu Companion Loan.

  • Pari Passu Intercreditor Agreement means an intercreditor agreement among the Administrative Agent and the other parties from time to time party thereto, substantially in the form of Exhibit I.

  • Acquisition Indebtedness means any Indebtedness of the Loan Parties that has been issued for the purpose of financing, in part, the acquisition of an Acquired Entity or Business.

  • Refinance Indebtedness has the meaning assigned to such term in Section 6.01(f).

  • Convertible Indebtedness means Indebtedness of the Parent that is convertible into common Equity Interests of the Parent (and cash in lieu of fractional shares) and/or cash (in an amount determined by reference to the price of such common Equity Interests).

  • Designated Indebtedness has the meaning assigned to such term in the Guarantee and Security Agreement.

  • Credit Facility Indebtedness means any and all amounts, whether outstanding on the Issue Date or thereafter Incurred, payable under or in respect of any Credit Facility, including without limitation principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company or any Restricted Subsidiary whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, guarantees, other monetary obligations of any nature and all other amounts payable thereunder or in respect thereof.

  • Permitted Pari Passu Intercreditor Agreement means, with respect to any Liens on Collateral that are intended to be pari passu with the Liens securing the Term B-1 Loans (and other Loan Obligations that are pari passu with the Term B-1 Loans), either (as the Borrower shall elect) (x) the First Lien/First Lien Intercreditor Agreement, (y) another intercreditor agreement not materially less favorable to the Lenders vis-à-vis such pari passu Liens than the First Lien/First Lien Intercreditor Agreement (as determined by the Borrower in good faith) or (z) another intercreditor agreement the terms of which are consistent with market terms governing security arrangements for the sharing of liens on a pari passu basis at the time such intercreditor agreement is proposed to be established in light of the type of Indebtedness to be secured by such liens, as determined by the Administrative Agent and the Borrower in the exercise of reasonable judgment.

  • Second Lien Indebtedness means the Indebtedness of the Loan Parties owing to the Second Lien Agent and the Second Lien Lenders under the Second Lien Credit Agreement, which Indebtedness is on terms and conditions reasonably acceptable to the Collateral Agent.

  • Applicable Indebtedness has the meaning specified in the definition of “Weighted Average Life to Maturity.”

  • Permitted Secured Indebtedness any Secured Indebtedness that:

  • Subordinated Indebtedness means any Indebtedness of the Borrower or any Subsidiary the payment of which is subordinated to payment of the obligations under the Loan Documents.

  • Permitted Junior Secured Refinancing Debt means any secured Indebtedness (including any Registered Equivalent Notes) incurred by the Borrower in the form of one or more series of second-lien (or other junior lien) secured notes or second-lien (or other junior lien) secured loans; provided that (i) such Indebtedness (x) is secured by the Collateral on a second-priority (or other junior priority) basis with the Obligations and (y) is not secured by any property or assets of the Borrower or any Subsidiary other than the Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness, (iii) such Indebtedness does not mature, have a shorter Weighted Average Life to Maturity than, or have scheduled amortization or scheduled payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (other than customary offers to repurchase upon a change of control, asset sale or casualty event and customary acceleration rights after an event of default), prior to the date that is 91 days after the Latest Maturity Date at the time such Indebtedness is incurred, (iv) such Indebtedness is not guaranteed by any Subsidiaries other than the Subsidiary Guarantors, (v) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to or otherwise be subject to the provisions of one or more intercreditor agreements reasonably satisfactory to the Administrative Agent and (vi) any mandatory or voluntary prepayments of Permitted Junior Secured Refinancing Debt may not be made except to the extent that prepayments of the Term Loans and Permitted Pari Passu Secured Refinancing Debt are first made ratably, to the extent required hereunder or pursuant to the terms of such Permitted Pari Passu Secured Refinancing Debt, as the case may be. Permitted Junior Secured Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

  • Company Indebtedness means all indebtedness of the Company (including without limitation, any loans, advances, letters of credit, bank overdrafts, capital lease obligations and all other indebtedness of any kind including interest, principal and fees).

  • Permitted Refinancing Indebtedness means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, renew, refund, refinance, replace, defease or discharge other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

  • First Lien Indebtedness means Consolidated Total Indebtedness that is secured by a Lien on the Collateral, except by a Lien that is junior to the Liens on the Collateral securing the First Lien Obligations.

  • Specified Refinancing Debt has the meaning specified in Section 2.18(a).

  • Securitization Indebtedness means (i) Indebtedness of the Company or any of its Restricted Subsidiaries incurred pursuant to on-balance sheet Securitizations treated as financings and (ii) any Indebtedness consisting of advances made to the Company or any of its Restricted Subsidiaries based upon securities issued by a Securitization Entity pursuant to a Securitization and acquired or retained by the Company or any of its Restricted Subsidiaries.

  • Junior Lien Indebtedness means any Indebtedness of any Credit Party that is secured by Liens on Collateral that rank junior in priority to the Liens that secure the Obligations.

  • Refinanced Indebtedness shall have the meaning provided in the definition of the term “Permitted Refinancing Indebtedness”.