Permitted Capital Markets Indebtedness definition

Permitted Capital Markets Indebtedness means any Debt Issuance pursuant to any debt capital markets transaction (other than convertible debt securities), including any issuance of one or more series of secured or unsecured notes pursuant to public or 144a private placements or other substantially similar placements of Indebtedness; provided that (a) such Indebtedness (i) shall be either (x) unsecured or (y) secured only by the Covenant Waiver Period Collateral, to the extent securing the Obligations, and on a pari passu or junior basis with the Covenant Waiver Period Collateral securing the Obligations (including any additional collateral granted to secure the Obligations prior to such Debt Issuance) and subject to the Intercreditor Agreement or, in the case of junior lien Permitted Capital Markets Indebtedness, a customary junior lien intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent, provided that any such pari passu secured Indebtedness shall not exceed the aggregate amount of $300,000,000, (ii) shall have no guarantors or obligors other than the Guarantors and the Borrower party to the Loan Documents, and (iii) shall not have any scheduled amortization or mature prior to the 6-month anniversary of the maturity date of the KeyBank 2017 Credit Agreement, and (b) the Net Cash Proceeds of such Indebtedness shall be applied, subject to the Intercreditor Agreement, in accordance with Section 2.11(b).>
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Permitted Capital Markets Indebtedness means Capital Markets Indebtedness that is (x) Incurred or Guaranteed by a Restricted Subsidiary, or (y) secured by a Lien or Liens on assets or properties of the Company or any of its Restricted Subsidiaries, or (z) Incurred or Guaranteed by a Restricted Subsidiary and secured by a Lien or Liens on assets or properties of the Company or any of its Restricted Subsidiaries, provided that the aggregate amount of outstanding Indebtedness of the Company and its Restricted Subsidiaries on the date of determination that is Incurred, Guaranteed by a Restricted Subsidiary or secured by a Lien or Liens on assets or properties of the Company or any of its Restricted Subsidiaries (or a combination thereof), after giving effect to such Capital Markets Indebtedness, does not exceed the sum of (i) $1.5 billion, plus (ii) the excess of the total noncurrent assets of the Company and its Restricted Subsidiaries on the date of Incurrence of such Capital Markets Indebtedness over such total noncurrent assets as of December 31, 2006, plus (iii) Refinancing Indebtedness Incurred pursuant to clause (iv) of the second paragraph of Section 10.7 other than Capital Markets Indebtedness Incurred to refinance unsecured Indebtedness pursuant to such clause (iv).
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Permitted Capital Markets Indebtedness means any Debt Issuance pursuant to any debt capital markets transaction (other than convertible debt securities), including any issuance of one or more series of secured or unsecured notes pursuant to public or 144a private placements or other substantially similar placements of Indebtedness; provided that (a) such Indebtedness (i) shall be secured only by the Collateral or Covenant Relief Period Collateral, to the extent securing the Guaranteed Obligations, and on a pari passu or junior basis with the Collateral or Covenant Relief Period Collateral securing the Guaranteed Obligations and subject to an Intercreditor Agreement, (ii) shall have no guarantors other than the Guarantors or Borrowers party to the Loan Documents (including the Covenant Relief Period Guarantors), and (iii) shall not have any scheduled amortization or mature prior to the 6-month anniversary of the Tranche A-2 Maturity Date, and (b) the Net Cash Proceeds of such Indebtedness shall be applied, subject to any applicable Intercreditor Agreement, in accordance with Section 2.9.(b)(v).
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Examples of Permitted Capital Markets Indebtedness in a sentence

  • Notwithstanding anything to the contrary contained herein, to the extent that any Loan Party grants or maintains a Lien on any assets of such Loan Party pursuant to the terms of the Term Loan Agreement or any Permitted Capital Markets Indebtedness, such Loan Party shall contemporaneously grant and maintain a Lien on such assets in accordance with the provisions of this Agreement.

  • All Liens in the Collateral and the Covenant Relief Period Collateral shall be pari passu with the Liens granted in connection with the Existing Credit Agreement and shall be pari passu or senior to the Liens granted in connection with any Permitted Capital Markets Indebtedness, and shall, in all respects, be subject to an Intercreditor Agreement.

  • Notwithstanding anything to the contrary contained herein, to the extent that any Loan Party grants or maintains a Lien on any assets of such Loan Party pursuant to the terms of the Existing Credit Agreement or any Permitted Capital Markets Indebtedness, such Loan Party shall contemporaneously grant and maintain a Lien on such assets in accordance with the provisions of this Agreement.

  • Any local law or ordinance of the Village of Sodus Point providing for the laying out, opening, altering, widening, relocating, straightening, establishing grade, changing name, improvement, acceptance or vacation of any right-of-way, easement, street, road, highway, park or other public place within the Village of Sodus Point or any portion thereof.


More Definitions of Permitted Capital Markets Indebtedness

Permitted Capital Markets Indebtedness means any issuance of any Indebtedness (including Guarantees thereof) for borrowed money by any Loan Party or any of their Subsidiaries pursuant to any debt capital markets transaction (other than convertible debt securities), including any issuance of one or more series of secured or unsecured notes pursuant to public, 144a private placements, 4(a)(2) private placements or other substantially similar placements of Indebtedness; provided that (a) such Indebtedness (i) shall be secured only by the Collateral, to the extent securing the Obligations, and on a pari passu or junior basis with the Collateral securing the Obligations and subject to an Acceptable Intercreditor Agreement, (ii) shall have no guarantors or other obligors other than the Guarantors, and (iii) shall not have any scheduled amortization or mature prior to the 6-month anniversary of the final Maturity Date, (b) no Default or Event of Default shall exist immediately prior to or after giving effect thereto and the Borrowers shall be in Pro Forma compliance with the financial covenants (after giving effect to the prepayment described in clause (c) below) as set forth in this Agreement, and (c) the Net Proceeds of such Indebtedness shall be applied as a mandatory prepayment in accordance with the terms of Section 2.11(b)(vii).
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Permitted Capital Markets Indebtedness means any Debt Issuance pursuant to any debt capital markets transaction (other than convertible debt securities), including any issuance of one or more series of secured or unsecured notes pursuant to public or 144a private placements or other substantially similar placements of Indebtedness; provided that (a) such Indebtedness (i) shall be secured only by the Collateral or Covenant Relief Period Collateral, to the extent securing the Guaranteed Obligations, and on a pari passu or junior basis with the Collateral or Covenant Relief Period Collateral securing the Guaranteed Obligations and subject to an Intercreditor Agreement, (ii) shall have no guarantors other than the Guarantors or Borrowers party to the Loan Documents (including the Covenant Relief Period Guarantors), and (iii) so long as any Term Loans remain outstanding, shall not have any scheduled amortization or mature prior to the 6-month anniversary of the Term Loan Maturity Date, and (b) the Net Cash Proceeds of such Indebtedness shall be applied, subject to any applicable Intercreditor Agreement, in accordance with Section 2.9.(b)(v).
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Related to Permitted Capital Markets Indebtedness

  • Capital Markets Indebtedness means any borrowing or other Indebtedness of any person (other than Project Finance Indebtedness) which is in the form of or represented by any bonds, notes, depositary receipts or other securities for the time being quoted or listed, with the agreement of the Company and/or the Guarantor, on any stock exchange.

  • Capital Market Indebtedness means any obligation for the payment of borrowed money which is, in the form of, or represented or evidenced by bonds, or other instruments which are, or are capable of being, listed, quoted, dealt in or traded on any stock exchange or in any organised market and any guarantee or other indemnity in respect of such obligation; and

  • Capital Markets Debt means any debt securities or debt financing issued pursuant to an indenture, notes purchase agreement or similar financing arrangement (but excluding any credit agreement) whether offered pursuant to a registration statement under the Securities Act or under an exemption from the registration requirements of the Securities Act.

  • Acquisition Indebtedness means any Indebtedness of the Company or any Subsidiary that has been incurred for the purpose of financing, in whole or in part, an Acquisition and any related transactions (including for the purpose of refinancing or replacing all or a portion of any related bridge facilities or any pre-existing Indebtedness of the Persons or assets to be acquired); provided that either (a) the release of the proceeds thereof to the Company and the Subsidiaries is contingent upon the substantially simultaneous consummation of such Acquisition (and, if the definitive agreement for such Acquisition is terminated prior to the consummation of such Acquisition, or if such Acquisition is otherwise not consummated by the date specified in the definitive documentation evidencing, governing the rights of the holders of or otherwise relating to such Indebtedness, then, in each case, such proceeds are, and pursuant to the terms of such definitive documentation are required to be, promptly applied to satisfy and discharge all obligations of the Company and the Subsidiaries in respect of such Indebtedness) or (b) such Indebtedness contains a “special mandatory redemption” provision (or a similar provision) if such Acquisition is not consummated by the date specified in the definitive documentation evidencing, governing the rights of the holders of or otherwise relating to such Indebtedness (and, if the definitive agreement for such Acquisition is terminated prior to the consummation of such Acquisition or such Acquisition is otherwise not consummated by the date so specified, such Indebtedness is, and pursuant to such “special mandatory redemption” (or similar) provision is required to be, redeemed or otherwise satisfied and discharged within 90 days of such termination or such specified date, as the case may be).

  • Consolidated First Lien Indebtedness means Consolidated Indebtedness that is secured by a first priority Lien (other than Permitted Liens) on assets of any Borrower or Restricted Subsidiary.

  • Total Funded Indebtedness means, at any date, the aggregate principal amount of all Funded Indebtedness of Holdings and its Restricted Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP.

  • Consolidated First Lien Secured Debt means Consolidated Total Debt as of such date that is not Subordinated Indebtedness and is secured by a Lien on all of the Collateral that ranks on an equal priority basis (but without regard to the control of remedies) with Liens on all of the Collateral securing the Obligations.

  • Senior Funded Debt means all Funded Debt of the Company or its Subsidiaries (except Funded Debt, the payment of which is subordinated to the payment of the Notes).

  • Related Indebtedness means any and all indebtedness paid or payable by Borrower to Lender pursuant to the Loan Documents or any other communication or writing by or between Borrower and Lender related to the transaction or transactions that are the subject matter of the Loan Documents, except such indebtedness which has been paid or is payable by Borrower to Lender under this Note.

  • Consolidated Outstanding Indebtedness means, as of any date of determination, without duplication, the sum of (a) all Indebtedness of the Consolidated Group outstanding at such date, determined on a consolidated basis in accordance with GAAP (whether recourse or non-recourse), plus, without duplication, (b) the applicable Consolidated Group Pro Rata Share of any Indebtedness of each Investment Affiliate other than Indebtedness of such Investment Affiliate to a member of the Consolidated Group.

  • 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.

  • First Lien Indebtedness means the First Lien Loans, any First Lien Additional Indebtedness, and any First Lien Credit Agreement Refinancing Indebtedness.

  • Excluded Indebtedness means all Indebtedness not incurred in violation of Section 6.01.

  • Unsecured Longer-Term Indebtedness means any Indebtedness of the Borrower that (a) has no amortization or mandatory redemption, repurchase or prepayment prior to, and a final maturity date not earlier than, six months after the Maturity Date (it being understood that (i) the conversion features into Permitted Equity Interests under convertible notes (as well as the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests) shall not constitute “amortization” for the purposes of this definition and (ii) any mandatory redemption, repurchase or prepayment obligation or put right that is contingent upon the happening of an event that is not certain to occur (including, without limitation, a change of control or bankruptcy) shall not in and of itself be deemed to disqualify such Indebtedness under this clause (a) (notwithstanding the foregoing, in this clause (ii), the Borrower acknowledges that any payment prior to the Termination Date in respect of any such obligation or right shall only be made to the extent permitted by Section 6.12)), (b) is incurred pursuant to terms that are substantially comparable to market terms for substantially similar debt of other similarly situated borrowers as reasonably determined in good faith by Borrower (other than financial covenants and events of default, which shall be no more restrictive upon the Borrower and its Subsidiaries, prior to the Termination Date, than those set forth in this Agreement) (it being understood that put rights or repurchase or redemption obligations arising out of circumstances that would be Events of Default under this Agreement shall not be deemed to be more restrictive for purposes of this definition), and (c) is not secured by any assets of any Person. For the avoidance of doubt, Unsecured Longer-Term Indebtedness shall also include any refinancing, refunding, renewal or extension of any Unsecured Longer-Term Indebtedness so long as such refinanced, refunded, renewed or extended Indebtedness continues to satisfy the requirements of this definition.

  • Consolidated First Lien Net Debt means Consolidated Total Net Debt minus the sum of (i) the portion of Indebtedness of the Borrower or any Restricted Subsidiary included in Consolidated Total Net Debt that is not secured by any Lien on the Collateral and (ii) the portion of Indebtedness of the Borrower or any Restricted Subsidiary included in Consolidated Total Net Debt that is secured by Liens on the Collateral, which Liens are expressly subordinated or junior to the Liens securing the Obligations.

  • Project Finance Indebtedness means any present or future indebtedness incurred to finance the ownership, acquisition, development and/or operation of an asset, whether or not an asset of a member of the Group:

  • 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 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 Net Leverage Ratio means, with respect to any Test Period, the ratio of (i) Consolidated Total Indebtedness secured on a first lien basis, net of Unrestricted Cash, as of the last day of such Test Period, to (ii) Consolidated EBITDA for such Test Period.

  • Long-Term Indebtedness means any Indebtedness that, in accordance with GAAP, constitutes (or, when incurred, constituted) a long-term liability.

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

  • Permitted Financial Indebtedness means Financial Indebtedness:

  • Permitted First Priority Refinancing Debt means any secured Indebtedness incurred by the Borrower in the form of one or more series of senior secured notes or senior secured loans; provided that (i) such Indebtedness is secured by the Collateral on a pari passu basis with the Obligations and is not secured by any property or assets of Holdings and its Subsidiaries other than the Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness in respect of Term Loans, (iii) such Indebtedness does not mature prior to the Maturity Date of the Refinanced Debt and such Indebtedness shall have a Weighted Average Life to Maturity that is not shorter than the Refinanced Debt, (iv) to the extent applicable, the security agreements relating to such Indebtedness are substantially the same as the Security Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (v) no Restricted Subsidiary guarantees such Indebtedness unless it is a Subsidiary Guarantor (or becomes a Subsidiary Guarantor substantially concurrently with the incurrence of such Indebtedness); provided that, if, at any time, such Restricted Subsidiary ceases to be a Guarantor, it shall not guarantee such Indebtedness, (vi) the other terms and conditions of such Indebtedness (excluding pricing, fees, rate floors, premiums, optional prepayment or optional redemption provisions) reflect market terms and conditions at the time of incurrence and issuance; provided, that, to the extent such terms and documentation are not substantially identical to the Indebtedness being refinanced, (x) such terms (taken as a whole) shall be less favorable to the providers of such Permitted First Priority Refinancing Debt than those applicable to the Indebtedness being refinanced, except, in each case, for financial or other covenants or other provisions contained in such Indebtedness that are applicable only after the then Latest Maturity Date, or (y) such documentation shall be reasonably acceptable to the Administrative Agent and (vii) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to a Pari Passu Intercreditor Agreement and the Administrative Agent shall have become a party to the Pari Passu Intercreditor Agreement (or any then-existing Pari Passu Intercreditor Agreement shall have been amended or replaced in a manner reasonably acceptable to the Administrative Agent, which results in such Senior Representative having rights to share in the Collateral as provided in clause (i) above). Permitted First Priority Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

  • Permitted Convertible Indebtedness means senior, unsecured Indebtedness of the Borrower or any Restricted Subsidiary that is convertible into shares of common stock of the Borrower (or other securities or property following a merger event, reclassification or other change of the common stock of the Borrower), cash or a combination thereof (such amount of cash determined by reference to the price of the Borrower’s common stock or such other securities or property), and cash in lieu of fractional shares of common stock of the Borrower.

  • Consolidated First Lien Net Leverage Ratio means, with respect to any Test Period, the ratio of (a) Consolidated First Lien Net Debt as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.

  • Permitted Existing Indebtedness means the Indebtedness of the Borrower and its Subsidiaries identified as such on Schedule 1.1.1 to this Agreement.

  • Closing Date Indebtedness means the aggregate amount of Indebtedness of the Company as of immediately prior to the Closing.