Mezzanine Liabilities definition

Mezzanine Liabilities means all present and future moneys, debts and liabilities due, owing or incurred by the Borrower or any other Obligor to any Mezzanine Indebtedness Creditor which constitute Mezzanine Indebtedness (in each case, whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently and whether as principal, surety or otherwise).

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Mezzanine Liabilities has the meaning given to that term in the Intercreditor Agreement;

Mezzanine Liabilities means, subject to Clause 6.2 (POSTPONEMENT OF MEZZANINE LIABILITIES), all present and future sums, liabilities and obligations whatsoever (actual or contingent) payable, owing, due or incurred by any Group Entity to any Mezzanine Beneficiary pursuant to the terms of the Mezzanine Documents together with all Ancillary Liabilities relating thereto (including, without limitation, interest accruing after (as well as before) the commencement of a bankruptcy proceeding by or against any U.S. Intercreditor Obligor under U.S. law, whether or not a claim for such interest is an allowed claim in such proceeding).

Examples of Mezzanine Liabilities in a sentence

Until the Senior Discharge Date, the Companies shall not and shall procure that none of the other Obligors shall without the prior written consent of the Majority Senior Banks pay, redeem, repay, prepay or purchase all or any part of the Mezzanine Liabilities except for payments permitted under Clause 8 of this Agreement and each of the Mezzanine Lenders hereby undertakes not to accept any such payment, redemption, repayment, prepayment or purchase without such consent.
The principal purpose of this Agreement is that (subject only as expressly provided to the contrary in this Agreement) the Senior Liabilities, the Hedging Liabilities, the Mezzanine Liabilities and the Overdraft Liabilities should rank in the following order of priority: FIRST: the Senior Liabilities, the Hedging Liabilities, the Overdraft Liabilities pari passu; and SECOND: the Mezzanine Liabilities.
DEBT Notwithstanding the other provisions of this Clause 19, on an acceleration of the Senior Liabilities pursuant to Clause 24.23 (Acceleration and Cancellation) of the Senior Facility Agreement the Mezzanine Agent and Mezzanine Lenders may immediately accelerate the Mezzanine Liabilities.
LIABILITIES It is hereby understood that any breach of the provisions of Clause 10.1 (Material Variations) shall result in any increased principal amount of the Senior Liabilities being ranked, for all purposes of this Deed and the Security Documents, behind the Mezzanine Liabilities.
The Parent shall not permit any person to become a guarantor or otherwise liable for (except as a provider) any of the Mezzanine Liabilities, the Subordinated Liabilities, the Mirror Note Liabilities or the Intra-Group Liabilities unless the prior written consent of the Senior Agent shall first have been obtained.
LIABILITIES Except where expressly provided in this Deed, nothing contained in this Deed is intended to or shall impair, as between any Intercreditor Obligor and the Mezzanine Beneficiaries, the obligations of any Intercreditor Obligor under the Mezzanine Documents, including, without limitation, the obligation of the Mezzanine Borrower to pay the Mezzanine Beneficiaries all of the relevant Mezzanine Liabilities.
In the event of any Beneficiary taking any collateral, additional or substituted security for all or any part of the Senior Liabilities or the Mezzanine Liabilities respectively, such Beneficiary and each of the Obligors, the Security Agent respectively undertake to execute such documents and do such other acts or things as may be necessary to evidence the priority of such security in the manner established by this Deed.
If any person becomes a guarantor or otherwise becomes liable for (except as a provider) any of the Senior Liabilities, the Mezzanine Liabilities or the Intra-Group Liabilities, the Obligors' Agent will procure that such person will become a party hereto as an Intercreditor Obligor by the execution of a Deed of Accession, or execution of an Accession Letter in relation to the Senior Credit Agreement or the Mezzanine Facility Agreement.
Subject to Clause 10.2 (Postponed Senior Liabilities) the priorities referred to in Clauses 3.1 (Subordination) and 3.2 (Ranking) will not be affected by any reduction or increase in the principal amount secured by the Security in respect of the Senior Liabilities or, as the case may be, the Mezzanine Liabilities or by any intermediate reduction or increase in, amendment or variation to any of the Finance Documents, or by any variation or satisfaction of, any of the Liabilities or any other circumstances.
If the Senior Beneficiaries and/or the Mezzanine Beneficiaries take any collateral, additional or substituted Security for all or any part of the Senior Liabilities or the Mezzanine Liabilities respectively, the Senior Beneficiaries, the Mezzanine Beneficiaries and each of the Intercreditor Obligors respectively undertake to execute such documents and do such other acts or things as may be necessary to evidence the priority of such Security in the manner established by this Deed.

More Definitions of Mezzanine Liabilities

Mezzanine Liabilities means all present and future sums, liabilities and obligations whatsoever (actual or contingent) payable, owing, due or incurred by any Mezzanine Obligor to any of the Mezzanine Agent and the Mezzanine Lenders pursuant to the terms of the Mezzanine Documents together with all Ancillary Liabilities relating thereto;