Guarantor Senior Indebtedness means the principal of (and premium, if any, on) and interest on (including interest accruing after the filing of a petition initiating any proceeding pursuant to any bankruptcy law, whether or not allowable as a claim in such proceeding) and other amounts due on or in connection with any Indebtedness of any Guarantor, whether outstanding on the date hereof or hereafter created, incurred or assumed, unless, in the case of any particular Indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Indebtedness shall not be pari passu with the Guarantees. Without limiting the generality of the foregoing, "Guarantor Senior Indebtedness" shall include the principal of (and premium, if any, on) and interest (including interest accruing after the filing of a petition initiating any proceeding pursuant to any bankruptcy law, whether or not allowable as a claim in such proceeding) on all obligations of every nature of any Guarantor to the Lenders under the New Bank Credit Agreement and to the Holders of the Securities, and any interest rate or foreign exchange agreement now existing or hereinafter entered into by any Guarantor with any Lender, including, without limitation, all fees, expenses (including fees and expenses of counsel), claims, charges and indemnity obligations. Notwithstanding the foregoing, "Guarantor Senior Indebtedness" shall not include (i) Indebtedness evidenced by the guarantees of the Senior Subordinated Notes, (ii) Indebtedness of any Guarantor that is expressly subordinated in right of payment to any of such Guarantor's Guarantees, (iii) Indebtedness of any Guarantor that by operation of law is subordinate to any general unsecured obligations of such Guarantor, (iv) Indebtedness represented by Redeemable Capital Stock, (v) Indebtedness of any Guarantor to ADT Limited or any of its Subsidiaries, (vi) any liability for federal, state, local or other taxes owed or owing by any Guarantor and (vii) trade payables owed or owing by any Guarantor.
Guarantor Senior Indebtedness means, with respect to a Subsidiary Guarantor, whether outstanding on the Issue Date or thereafter issued, any Guarantee of the Bank Indebtedness by such Subsidiary Guarantor, all other Guarantees by such Subsidiary Guarantor of Senior Indebtedness of the Company and all Indebtedness of such Subsidiary Guarantor, including interest and fees thereon, unless, in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that the obligations of such Subsidiary Guarantor in respect of such Indebtedness are not superior in right of payment to the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee; provided, however, that Guarantor Senior Indebtedness shall not include (i) any obligations of such Subsidiary Guarantor to the Company or any other Subsidiary of the Company, (ii) any liability for Federal, state, local or other taxes owed or owing by such Subsidiary Guarantor, (iii) any accounts payable or other liability to trade creditors arising in the ordinary course of business (including Guarantees thereof or instruments evidencing such liabilities), (iv) any Indebtedness, Guarantee or obligation of such Subsidiary Guarantor that is expressly subordinate or junior in right of payment to any other Indebtedness, Guarantee or obligation of such Subsidiary Guarantor, including any Guarantor Senior Subordinated Indebtedness and Guarantor Subordinated Obligations of such Subsidiary Guarantor or (v) any Capital Stock.
Guarantor Senior Indebtedness means, (a) with respect to a Subsidiary Guarantor, the following obligations, whether outstanding on the Issue Date or thereafter issued, without duplication:
Examples of Guarantor Senior Indebtedness in a sentence
The provisions of this Section 2.11.1 shall not impair any rights, interests, remedies, or powers of any holder of any Corporation Senior Indebtedness or any Guarantor Senior Indebtedness.
The Guaranteed Obligations of each Guarantor under such guarantee are hereby subordinated in right of payment to all present and future Guarantor Senior Indebtedness.
Anything in this Section 2.11 or elsewhere contained in the Indenture to the contrary notwithstanding, no modification or amendment and no supplemental indenture shall modify the subordination provisions of this Section 2.11 in a manner that would adversely affect the holders of Corporation Senior Indebtedness or Guarantor Senior Indebtedness.
In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, distribution, or any security or property related thereto, each holder of Corporation Senior Indebtedness or Guarantor Senior Indebtedness, as applicable, is irrevocably authorized to endorse or assign the same.
The Trustee shall be entitled to all the rights set forth in this Section 2.11 with respect to any Corporation Senior Indebtedness or Guarantor Senior Indebtedness, as applicable, which may at the time be held by it, to the same extent as any other holder of Corporation Senior Indebtedness or Guarantor Senior Indebtedness, as applicable.
More Definitions of Guarantor Senior Indebtedness
Guarantor Senior Indebtedness means all Indebtedness of the Guarantor outstanding at any time, except (a) the Guarantor’s obligations under the Guarantee in respect of the Junior Subordinated Notes, (b) Indebtedness as to which, by the terms of the instrument creating or evidencing the same, it is provided that such Indebtedness is subordinated to or pari passu with the Guarantor’s obligations under the Guarantee in respect of the Junior Subordinated Notes or any other Indebtedness ranking pari passu therewith, (c) Indebtedness of the Guarantor to, or guaranteed on behalf of, a Subsidiary of the Guarantor or any officer, director or employee of the Guarantor or any Subsidiary of the Guarantor, (d) interest accruing after the filing of a petition initiating any proceeding relating to the Guarantor referred to in Section 5.1(6) and Section 5.1(7) of the Indenture unless such interest is an allowed claim enforceable against the Guarantor in a proceeding under federal or state bankruptcy laws, (e) trade accounts payable, (f) the Guarantor’s obligations under the Guarantee in respect of the Junior Subordinated Notes issued to (x) the Trust or (y) any other trust, partnership or other entity affiliated with the Guarantor which is a financing vehicle of the Guarantor or any Affiliate of the Guarantor in connection with the issuance by such entity of Preferred Securities or other securities which are similar to Preferred Securities that are guaranteed by the Guarantor pursuant to an instrument that ranks pari passu with or junior in right of payment to the Preferred Securities Guarantees and (g) all Preferred Securities Guarantees and all guarantees similar to the Preferred Securities Guarantees issued by any trust, partnership or other entity affiliated with the Guarantor which is a financing vehicle of the Guarantor or any Affiliate of the Guarantor.
Guarantor Senior Indebtedness means the principal of and any premium and interest on any indebtedness of the Guarantor outstanding on the date of this Indenture or to be created, incurred or assumed by the Guarantor after the date of this Indenture unless the terms of such indebtedness specifically state that it is not senior in the right of payment to the Securities.
Guarantor Senior Indebtedness means all principal, interest, premium, fees and other amounts owing on, under or in respect of:
Guarantor Senior Indebtedness shall include the principal of, premium, if any, and interest on all obligations of every nature of such Guarantor from time to time owed to the lenders under the Credit Facility, including, without limitation, principal of and interest on, and all fees, indemnities and expenses payable under, the Credit Facility, and (y) in the case of amounts owing under the Credit Facility and guarantees of Designated Senior Indebtedness, "Guarantor Senior Indebtedness" shall include interest accruing thereon subsequent to the occurrence of any Event of Default specified in clause (7) or (8) of Section 5.1 relating to such Guarantor, whether or not the claim for such interest is allowed under any applicable Bankruptcy Code. Notwithstanding the foregoing, "Guarantor Senior Indebtedness" shall not include (a) Indebtedness evidenced by the Securities or the Guarantees, (b) Indebtedness that is expressly subordinate or junior in right of payment to any other Indebtedness of such Guarantor, (c) Indebtedness which, when incurred and without respect to any election under Section 1111(b) of Titlx 00, Xxxxxx Xxxxxx Xxxe, is by its terms without recourse to such Guarantor, (d) Indebtedness which is represented by Redeemable Capital Stock, (e) to the extent it constitutes Indebtedness, any liability for federal, state, local or other taxes owed or owing by such Guarantor, (f) Indebtedness of such Guarantor to the Company or a Subsidiary of the Company or any other Affiliate of the Company or any of such Affiliate's Subsidiaries, and (g) that portion of any Indebtedness which is incurred by such Guarantor in violation of the Indenture.
Guarantor Senior Indebtedness means, with respect to a Subsidiary Guarantor, the following obligations, whether outstanding on the date of this Indenture or thereafter issued, without duplication:
Guarantor Senior Indebtedness means, with respect to a Subsidiary Guarantor, the following obligations, whether outstanding on the Issue Date or thereafter issued, without duplication:
Guarantor Senior Indebtedness means all Indebtedness of the Guarantor outstanding at any time, except (a) Indebtedness as to which, by the terms of the instrument creating or evidencing the same, it is provided that such Indebtedness is subordinated to or pari passu with the Guarantor’s obligations under this Guarantee in respect of the Debentures or any other Indebtedness ranking pari passu therewith, (b) interest accruing after the filing of a petition initiating any proceeding relating to the Guarantor referred to in Section 5.01(c) and Section 5.01(d) of the Indenture unless such interest is an allowed claim enforceable against the Guarantor in a proceeding under federal or state bankruptcy laws, (c) trade accounts payable, (d) the Guarantor’s obligations (x) under this Guarantee in respect of the Debentures or (y) pursuant to its guarantee of any junior subordinated debt securities issued to a PartnerRe Trust.