Pari Passu Guarantor Obligations definition

Pari Passu Guarantor Obligations means, collectively: (a) the BIPIC Preferred Share Guarantee Obligations, (b) all financial liabilities and obligations of the Guarantor to the holders of the Guarantor Preferred Securities, including in respect of (i) any accrued and unpaid distributions on the Guarantor Preferred Securities, (ii) the applicable redemption price and all accrued and unpaid distributions up to, but excluding, the date fixed for redemption with respect to the Guarantor Preferred Securities called for redemption, and (iii) the Liquidation Amount payable on the Guarantor Preferred Securities upon any voluntary or involuntary dissolution, liquidation or winding up of the Guarantor, without regard to the amount of assets of the Guarantor available for distribution; and (c) all other financial liabilities and obligations of the Guarantor that rank pari passu with the financial liabilities and obligations described in clauses (a) and (b) of this definition;
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Pari Passu Guarantor Obligations means, with respect to any Guarantor, collectively: (a) all financial liabilities and obligations of such Guarantor to the holders of the Guarantor Preferred Securities of such Guarantor, including in respect of (i) any accrued and unpaid distributions on the Guarantor Preferred Securities of such Guarantor, (ii) the applicable redemption price and all accrued and unpaid distributions up to, but excluding, the date fixed for redemption with respect to the Guarantor Preferred Securities of such Guarantor called for redemption, and (iii) the amount payable on the Guarantor Preferred Securities of such Guarantor upon any voluntary or involuntary dissolution, liquidation or winding up of the applicable Guarantor, without regard to the amount of assets of such Guarantor available for distribution; and (b) all other financial liabilities and obligations of such Guarantor that rank pari passu with the financial liabilities and obligations described in paragraph (a) of this definition;
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Examples of Pari Passu Guarantor Obligations in a sentence

  • The Security Trustee is entitled to all the rights set forth in this Article 3 with respect to any Senior Guarantor Obligations or Pari Passu Guarantor Obligations at the time held by it, to the same extent as any other holder of Senior Guarantor Obligations or Pari Passu Guarantor Obligations, and nothing in this Guarantee deprives the Security Trustee of any of its rights as such holder.

  • Notwithstanding anything to the contrary in this Guarantee, the obligations of the Guarantor hereunder are subordinate to all Senior Guarantor Obligations and rank pari passu with all Pari Passu Guarantor Obligations on a pro rata basis.

  • Such agreement shall be conclusive evidence that the indebtedness specified therein is Senior Guarantor Obligations or Pari Passu Guarantor Obligations, as applicable, however, nothing herein shall impair the rights of any holder of Senior Guarantor Obligations or Pari Passu Guarantor Obligations who has not entered into such an agreement.

  • No right of any present or future holder of any Senior Guarantor Obligations or Pari Passu Guarantor Obligations to enforce the subordination herein will at any time or in any way be prejudiced or impaired by any act or failure to act on the part of the Guarantor or by any non-compliance by the Guarantor with the terms, provisions and covenants of this Guarantee, regardless of any knowledge thereof which any such holder may have or be otherwise charged with.

  • Notwithstanding anything to the contrary in this Guarantee, the obligations of each Guarantor hereunder are subordinate to all Senior Guarantor Obligations of such Guarantor and rank pari passu with all Pari Passu Guarantor Obligations of such Guarantor on a pro rata basis.

  • Such agreement shall be conclusive evidence that the indebtedness specified therein is Senior Guarantor Obligations or Pari Passu Guarantor Obligations of the applicable Guarantor, as applicable, however, nothing herein shall impair the rights of any holder of Senior Guarantor Obligations or Pari Passu Guarantor Obligations who has not entered into such an agreement.

  • No right of any present or future holder of any Senior Guarantor Obligations or Pari Passu Guarantor Obligations to enforce the subordination herein will at any time or in any way be prejudiced or impaired by any act or failure to act on the part of a Guarantor or by any non-compliance by a Guarantor with the terms, provisions and covenants of this Guarantee, regardless of any knowledge thereof which any such holder may have or be otherwise charged with.

Related to Pari Passu Guarantor Obligations

  • Guarantor Obligations with respect to any Guarantor, all obligations and liabilities of such Guarantor which may arise under or in connection with this Agreement (including, without limitation, Section 2) or any other Loan Document to which such Guarantor is a party, in each case whether on account of guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Lenders that are required to be paid by such Guarantor pursuant to the terms of this Agreement or any other Loan Document).

  • Guarantor Subordinated Obligations means, with respect to a Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter Incurred) that is expressly subordinated in right of payment to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee pursuant to a written agreement.

  • Senior Obligations is defined in Section 5.1 of this Agreement.

  • Pari Passu Lien Obligations means any Financial Indebtedness that has equal or substantially equal Security Interest priority to the Facilities on the Security (taking into account any intercreditor arrangements).

  • Guarantor Subordinated Obligation means, with respect to a Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter Incurred) which is expressly subordinate in right of payment to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee pursuant to a written agreement.

  • Subordinate Obligations means, collectively, the Subordinate Notes and any Other Subordinate Obligations.

  • Guarantor Senior Indebtedness means all indebtedness, obligations or liabilities of the Guarantor, whether outstanding at the date of effectiveness of the Fifth Supplemental Indenture to the Indenture or thereafter incurred, assumed, guaranteed or otherwise created (including, without limitation, interest accruing on or after a bankruptcy or other similar event, whether or not an allowed claim therein), in respect of (A) indebtedness of the Guarantor for money borrowed, (B) indebtedness evidenced by securities, debentures, bonds, notes or other similar instruments issued by the Guarantor, (C) all capital lease obligations of the Guarantor, (D) all obligations of the Guarantor issued or assumed as the deferred purchase price of property, all conditional sale obligations of the Guarantor and all obligations of such obligor under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business), (E) all obligations of the Guarantor for reimbursement on any letter of credit, banker's acceptance, security purchase facility or similar credit transaction, (F) all obligations of the type referred to in clauses (A) through (E) of other Persons for the payment of which the Guarantor is responsible or liable as obligor, guarantor or otherwise, and (G) all obligations of the type referred to in clauses (A) through (F) of other Persons secured by any lien on any property or asset of the Guarantor (whether or not such obligation is assumed by such obligor), except for any such indebtedness, obligations or liabilities the terms of which expressly provide that such indebtedness, obligation or liability is equal or subordinated in right of payment to the Guarantor's guarantee with respect to the Subject Securities, as the case may be. For greater certainty, "Guarantor Senior Indebtedness" includes all indebtedness, obligations or liabilities between or among the Guarantor and its Affiliates, except for such indebtedness, obligations or liabilities the terms of which expressly provide that such indebtedness, obligation or liability is equal or subordinated in right of payment to the Guarantor's guarantee with respect to the Subject Securities, as the case may be.

  • Junior Obligations means the Junior Obligations of the Guarantor and the Junior Obligations of the Issuer;

  • Other Pari Passu Lien Obligations means any Indebtedness or other Obligations (including Hedging Obligations) having Pari Passu Lien Priority relative to the Notes with respect to the Collateral; provided that an authorized representative of the holders of such Indebtedness shall have executed a joinder to the ABL-Notes Intercreditor Agreement and a joinder to the Pari Passu Intercreditor Agreement or the Pari Passu Intercreditor Agreement.

  • Guarantor Senior Debt of a Subsidiary Guarantor means all Obligations with respect to any Indebtedness of such Subsidiary Guarantor, whether outstanding on the Issue Date or thereafter 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 be on a parity with or subordinated in right of payment to such Subsidiary Guarantor's Guarantee. Without limiting the generality of the foregoing, (x) "Guarantor Senior Debt" shall include the principal of, premium, if any, and interest on all Obligations of every nature of such Subsidiary Guarantor from time to time owed to the lenders under the Partnership Credit Facility, including, without limitation, principal of and interest on, and all fees, indemnities and expenses payable by such Subsidiary Guarantor under, the Partnership Credit Facility, and (y) in the case of amounts owing by such Subsidiary Guarantor under the Partnership Credit Facility and guarantees of Designated Senior Indebtedness, "Guarantor Senior Debt" shall include interest accruing thereon subsequent to the occurrence of any Event of Default specified in clause (h) or (i) of Section 6.01 relating to such Subsidiary Guarantor, whether or not the claim for such interest is allowed under any applicable Bankruptcy Law. Notwithstanding the foregoing, "Guarantor Senior Indebtedness" shall not include (i) Indebtedness evidenced by the Notes or the Guarantees, (ii) Indebtedness that is expressly subordinate or junior in right of payment to any other Indebtedness of such Subsidiary Guarantor, (iii) any liability for federal, state, local or other taxes owed or owing by such Subsidiary Guarantor, (iv) Indebtedness of such Subsidiary Guarantor to the Partnership or a Subsidiary of the Partnership or any other Affiliate of the Partnership, (v) any trade payables of such Subsidiary Guarantor, and (vi) any Indebtedness which is incurred by such Subsidiary Guarantor in violation of this Indenture.

  • Note Obligations means the Notes, the Guarantees and all other obligations of any obligor under this Indenture, the Notes, the Guarantees and the Security Documents.

  • Junior Obligation means the Shares, and any other class of the Issuer’s share capital and any instrument or other obligation (including without limitation any preference shares) issued or guaranteed by the Issuer that ranks or is expressed to rank junior to the Capital Securities by operation of law or contract.

  • Senior Secured Obligations means (a) with respect to the Revolving Facility Obligations (to the extent such Obligations are secured by the Noteholder First Lien Collateral), the Noteholder Obligations, and (b) with respect to Noteholder Obligations (to the extent such Obligations are secured by the Revolving Facility First Lien Collateral), the Revolving Facility Obligations.

  • Subordinated Obligations has the meaning specified in Section 7.05.

  • 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.

  • Loan Obligations means (a) the due and punctual payment by the Borrower of (i) the unpaid principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans made to the Borrower under this Agreement, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrower under this Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) and obligations to provide Cash Collateral and (iii) all other monetary obligations of the Borrower owed under or pursuant to this Agreement and each other Loan Document, including obligations to pay fees, expense reimbursement obligations and indemnification obligations, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), and (b) the due and punctual payment of all obligations of each other Loan Party under or pursuant to each of the Loan Documents.

  • Parity Lien Obligations means Parity Lien Debt and all other Obligations in respect thereof.

  • 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.

  • Intercompany Indebtedness means Indebtedness of Company or any of its Subsidiaries which is owing to Company or any of its Subsidiaries.

  • DIP Obligations means “DIP Obligations” as defined in the DIP Order.

  • Subordinated Obligation means any Indebtedness of the Company (whether outstanding on the Issue Date or thereafter Incurred) which is expressly subordinate in right of payment to the Notes pursuant to a written agreement.

  • Guaranteed Obligations has the meaning specified in Section 7.01.

  • Second Lien Obligations means the “Obligations” as defined in the Second Lien Credit Agreement.

  • Issuer Obligations means all amounts and obligations which the Issuer may at any time owe to the Indenture Trustee, the Noteholders or the Issuer Owner Trustee under any of the Program Documents.

  • Second Priority Debt Obligations means the Initial Second Priority Debt Obligations and, with respect to any series, issue or class of Second Priority Debt, (a) all principal of, and interest (including, without limitation, any interest which accrues after the commencement of any Bankruptcy Case, whether or not allowed or allowable as a claim in any such proceeding) payable with respect to, such Second Priority Debt, (b) all other amounts payable to the related Second Priority Debt Parties under the related Second Priority Debt Documents and (c) any renewals or extensions of the foregoing.

  • Notes Obligations means Obligations in respect of the Notes, the Guarantees and this Indenture.