Permitted Senior Secured Indebtedness definition

Permitted Senior Secured Indebtedness means any senior secured Indebtedness of any Obligor or any Subsidiary Guarantor, whether now existing or hereafter issued or incurred at any time and from time to time while the Notes are outstanding, which is permitted pursuant to the terms of this Agreement and which is secured on a pari passu basis with, or is subordinate to (upon terms acceptable to the holders of the Notes), the Liens on the Collateral granted in favor of the Collateral Agent under the Security Documents. For the avoidance of doubt, Permitted Senior Secured Indebtedness shall not include Indebtedness of any Obligor or any Subsidiary Guarantor which is preferred as a result of being secured by assets other than the Collateral (but then only to the extent of such security).
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Permitted Senior Secured Indebtedness means the principal of (and premium, if any), interest on, and all fees and other amounts (including, without limitation, any reasonable out-of-pocket costs, enforcement expenses (including reasonable out-of-pocket legal fees and disbursements), collateral protection expenses and other reimbursement or indemnity obligations relating thereto) payable by the Company and/or its Subsidiaries under or in connection with any credit facility to be entered into by the Company and/or its Subsidiaries with one or more Banks; provided, however, that, so long as any of the January Notes, November Notes or June Notes remain outstanding or any Notes with any Unrestricted Principal (as defined in the applicable Note) remain outstanding, (i) the aggregate outstanding amount of such Permitted Senior Secured Indebtedness (taking into account the maximum amounts which may be advanced under the loan documents evidencing such Permitted Senior Secured Indebtedness) is not less than $20 million, but does not at any time exceed $100 million (with at least $20 million of such amount being available for funding immediately without any material condition precedent to such funding, including, without limitation, any financial covenant condition); (ii) the term of such Permitted Senior Secured Indebtedness is at least two years; (iii) no cash payments shall be permitted to be due thereunder (and the holder of such Permitted Senior Secured Indebtedness shall have no rights to demand any payments thereunder (including without limitation, upon the occurrence of any default thereunder)); (iv) such Permitted Senior Secured Indebtedness is non-convertible and has no equity-linked security related thereto other than warrants for the purchase of common stock (in an aggregate amount not to exceed 1,000,000 shares of Common Stock (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events)) exercisable at no less than the last closing bid price on the Principal Market preceding the time of execution of a definitive agreement is entered into between the Company and the applicable Bank with respect to such Permitted Senior Secured Indebtedness, which exercise price and aggregate number of shares of Common Stock issuable thereunder, in each case, shall not be subject to adjustment, whether upon any issuance of securities at a price below the exercise price of such warrant then in effect or for any other reason, other than standard adjustments upon the o...
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Permitted Senior Secured Indebtedness means the LC Facility and Additional Permitted Senior Secured Indebtedness (as defined in the Intercreditor Agreement).
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Examples of Permitted Senior Secured Indebtedness in a sentence

  • Each Obligor will ensure that, at all times, all liabilities of such Obligor under the Notes (in the case of the Company) and the Guarantees (in the case of the Guarantor) will rank in right of payment either pari passu with or senior to all other Permitted Senior Secured Indebtedness of such Obligor.

  • All liabilities of the Company under the Notes and of the Guarantor under the Guarantees constitute direct, unconditional and general obligations of such Obligor and rank in right of payment either pari passu with or senior to all other Permitted Senior Secured Indebtedness of such Obligor.

  • Prior to the Substantial Completion Date, the Borrower may deposit into such additional sub-accounts the proceeds of any Other Permitted Senior Secured Indebtedness permitted to be incurred by the Financing Documents.

  • Proceeds of insurance covering loss of or damage to property in an amount of less than $25,000,000 per claim, or in any amount if no Permitted Senior Secured Indebtedness is outstanding, may be paid by the insurer directly to the affected Restricted Party unless, if an Event of Default or Pending Event of Default has occurred and is continuing, the Agent requires that payment be made to the Trustee.

  • The Company shall make an irrevocable offer to prepay the Senior Notes and other Permitted Senior Secured Indebtedness in accordance with Sections 8.2(f) and 8.4 with the amounts, and on the dates, specified, and otherwise in accordance with Section 3.3(e) of the Depositary Agreement.

  • For greater certainty, if a wholly-owned Subsidiary is established, acquired and/or invested in using proceeds of Permitted Senior Secured Indebtedness or Permitted Subordinated Secured Indebtedness, NSCL must immediately comply with Section 3.1.3.

  • Subject to the other terms of this Agreement, further debentures may be issued by a Restricted Party under its trust deed and pledged to secure Permitted Senior Secured Indebtedness.

  • If NSCL incurs Permitted Senior Secured Indebtedness, Permitted Subordinated Secured Indebtedness or Permitted Unsecured Indebtedness on terms that require the classification of Advances, NSCL shall do so on a basis that is approved by the Agent as being consistent with the classifications provided for above.

  • The Company will ensure that, at all times, all liabilities of the Company under the Notes will rank in right of payment either pari passu with or senior to all other Permitted Senior Secured Indebtedness of the Company.

  • All liabilities of the Company under the Notes constitute direct, unconditional and general obligations of the Company and rank in right of payment either pari passu with or senior to all other Permitted Senior Secured Indebtedness of the Company.


More Definitions of Permitted Senior Secured Indebtedness

Permitted Senior Secured Indebtedness means Indebtedness of Holdings or the Borrower (a) that is pari passu in right of payment with the Obligations, (b) that has a maturity date not earlier than the Maturity Date, (c) that requires amortization of principal on a schedule that yields a Weighted Average Life at least as long as the Weighted Average Life of the Loans under the Participating Credit Agreements as in effect on the date that such Indebtedness is incurred, (d) the material terms of which (except, in the case of any such Indebtedness held by a financial institution that is a Non-Vendor Lender, with respect to interest rates and fees applicable thereto) are, in the reasonable judgment of each Administrative Agent (or, in the case of terms disclosed only to the Collateral Agent as contemplated by Section 2.01(a) of the Collateral Agency Agreement, the Collateral Agent), no more onerous to the Loan Parties than the terms of this Agreement and the Initial Participating Credit Agreements, (e) that is incurred to finance the purchase, importation and installation of tangible assets constituting Collateral ("FINANCED COLLATERAL") (and for other purposes, including general corporate purposes, to the extent of any excess permitted by clause (f) below), (f) the aggregate principal amount of which does not at any time exceed 150% of the purchase price (net of any sales taxes, customs, import duties or like taxes) of the applicable Financed Collateral, (g) that is not secured by any assets of any Loan Party other than the Collateral and (h) each of the lenders with respect thereto (or an agent or other representative on their behalf) has become party to the Collateral Agency Agreement; PROVIDED that, notwithstanding the requirements of clauses (b) and
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Permitted Senior Secured Indebtedness means any senior secured Indebtedness of the Company or any Guarantor, whether now existing or hereafter issued or incurred at any time and from time to time while the Notes are outstanding, which is permitted pursuant to the terms of this Agreement and which is secured on a pari passu basis with, or is subordinate to (upon terms acceptable to the holders of the Notes ), the Liens on the Collateral granted in favor of the Collateral Agent under the Security Documents . For the avoidance of doubt, Permitted Senior Secured Indebtedness shall not include Indebtedness of the Company or any Guarantor which is preferred as a result of being secured by assets other than the Collateral (but then only to the extent of such security) . “Permitted Liens” is defined in Section 10.3. “Person” means an individual, partnership, corporation, limited liability company, unlimited liability company, association, trust, unincorporated organization, business entity or Governmental Authority . “Plan” means an “employee benefit plan” (as defined in section 3 ( 3 ) of ERISA) subject to Title I of ERISA that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have any liability . “Pr e - emption Notice” is defined in Section 7.5. “Priority Debt” means, at any time, the sum (without duplication) of (i) the aggregate unpaid principal amount of Indebtedness of the Company and each Subsidiary secured by Liens (other than Liens permitted by Section 10 . 3 (a) through ( n m ) of this Agreement) plus (ii) without duplication, the aggregate unpaid principal amount of Indebtedness of all Subsidiaries (other than Indebtedness permitted by subsections (a) through (d) of Section 10 . 7 ) . “property” or “properties” means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, xxxxxx or inchoate . “Proposed Prepayment Date” is defined in Section 8.4(b)(ii). “PTE” is defined in Section 6.2(a). “QPAM Exemption” is defined in Section 6.2(e). “Qualified Institutional Buyer” means any Person who is a “qualified institutional buyer” within the meaning of such term as set forth in Rule 144 A(a)( 1 ) under the Securities Act . “Ratable Portion of the Net Proceeds” means, in respect of any Note and an offered prepayment thereof...
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Permitted Senior Secured Indebtedness means Debt of NSCL for borrowed money that: (a) is secured by the Trustee Security PARI PASSU with the Obligations and the Other Secured Obligations; (b) other than as a result of default, does not require or result in payment of principal in excess of an aggregate of $50,000,000 for all Permitted Senior Secured Indebtedness and Permitted Unsecured Indebtedness during any period of 36 consecutive months in the term of this Agreement; (c) is on terms and conditions that, in the reasonable opinion of the Majority Lenders, are no more restrictive to the Restricted Parties than the terms of the Obligations including, without limitation, the scheduled amortization of the Debt; (d) is not incurred at a time that an Event of Default or Pending Event of Default has occurred and is continuing or would, in the opinion of the Majority Lenders, acting reasonably, based on their review of PRO FORMA budgets and other information that the Lenders may require from NSCL (all of which must be in form and substance satisfactory to the Lenders, acting reasonably), result from the incurrence of the Debt; (e) if required by the Majority Lenders, is subject to the terms of an Intercreditor Agreement entered into with the Agent in form and substance satisfactory to the Majority Lenders, acting reasonably; and (f) has an aggregate principal amount outstanding at any time during the term of this Agreement that does not exceed $150,000,000.
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Permitted Senior Secured Indebtedness. “Second Lien Agent”, “Second Lien Loan Agreement”, and “Second Lien Loan Documents”.
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Permitted Senior Secured Indebtedness means any senior secured Indebtedness of the Borrower (and senior secured guaranties thereof by any Guarantor) which satisfies the following requirements:
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Permitted Senior Secured Indebtedness means, collectively, (i) Indebtedness of the Borrower under the Second Lien Loan Agreement, (ii) Indebtedness of the Subsidiary Guarantors under any Guaranty Obligations in respect thereof and (iii) any Permitted Refinancing Indebtedness in respect thereof; provided that (x) the principal amount thereof does not exceed $350,000,000 in the aggregate at any time; and (y) the same shall be subject to the terms and conditions of the Intercreditor Agreement.
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Related to Permitted Senior Secured Indebtedness

  • Senior Secured Indebtedness means, with respect to any Person as of any date of determination, any Specified Indebtedness; provided that such Indebtedness is in each case secured by a Lien on the assets of the Issuer or its Restricted Subsidiaries on a basis pari passu with or senior to the security in favor of the Notes.

  • Consolidated Senior Secured Indebtedness means, as of any date of determination, Consolidated Total Indebtedness as of such date that is not subordinated in right of payment to the Secured Obligations and is secured by a Lien on the Collateral securing the Loan Document Obligations.

  • Permitted Secured Indebtedness any Secured Indebtedness that:

  • Consolidated Senior Secured Debt means, at any date of determination, the aggregate principal amount of Total Funded Debt outstanding on such date that is secured by a Lien on any asset or property of the Borrower or the Restricted Subsidiaries, which Total Funded Debt is not, by its terms, subordinated in right of payment to the Obligations.

  • Senior Secured Debt means, at any time, Consolidated Total Funded Debt that constitutes Senior Indebtedness secured by a Lien on any Collateral.

  • Permitted Unsecured Indebtedness Indebtedness of any Loan Party (a) that is not (and any Guarantees thereof by any Loan Party are not) secured by any collateral (including the Collateral), (b) that does not mature earlier than the date that is 91 days after the Latest Maturity Date then in effect at the time of incurrence thereof and has a weighted average life to maturity no shorter than the Facility of Term Loans with the Latest Maturity Date in effect at the time of incurrence of such Indebtedness, (c) that does not provide for any amortization, mandatory prepayment, redemption or repurchase (other than upon a change of control, fundamental change, customary asset sale or event of loss mandatory offers to purchase and customary acceleration rights after an event of default and, for the avoidance of doubt, rights to convert or exchange into Capital Stock of the Borrower in the case of convertible or exchangeable Indebtedness) prior to the date that is 91 days after the Latest Maturity Date then in effect at the time of incurrence thereof, (d) that contains covenants, events of default, guarantees and other terms that are customary for similar Indebtedness in light of then-prevailing market conditions (it being understood and agreed that such Indebtedness shall not include any financial maintenance covenants and that applicable negative covenants shall be incurrence-based to the extent customary for similar Indebtedness) and, when taken as a whole (other than interest rates, rate floors, fees and optional prepayment or redemption terms), are not more favorable to the lenders or investors providing such Permitted Unsecured Indebtedness, as the case may be, than those set forth in the Loan Documents are with respect to the Lenders (other than covenants or other provisions applicable only to periods after the Latest Maturity Date then in effect at the time of incurrence thereof); provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness or the modification, refinancing, refunding, renewal or extension thereof (or such shorter period of time as may reasonably be agreed by the Administrative Agent), together with a reasonably detailed description of the material terms and conditions of such resulting Indebtedness or drafts of the material definitive documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements shall be conclusive, and (e) that is not guaranteed by any Person other than on an unsecured basis by the Borrower and/or Restricted Subsidiaries that are Loan Parties.

  • Total Secured Indebtedness means (a) all Secured Indebtedness of the Consolidated Group determined on a consolidated basis plus (b) the Consolidated Group Pro Rata Share of Secured Indebtedness attributable to interests in Unconsolidated Affiliates.

  • Secured Indebtedness means any Indebtedness secured by a Lien.

  • Permitted Senior Indebtedness means the principal of (and premium, if any), interest on, and all fees and other amounts (including, without limitation, any reasonable out-of-pocket costs, enforcement expenses (including reasonable out-of-pocket legal fees and disbursements), collateral protection expenses and other reimbursement or indemnity obligations relating thereto) payable by Company and/or its Subsidiaries under or in connection with any credit facility to be entered into by the Company and/or its Subsidiaries with one or more financial institutions together with any amendments, restatements, renewals, refundings, refinancings or other extensions thereof); provided, however, that the aggregate outstanding amount of such Permitted Senior Indebtedness (taking into account the maximum amounts which may be advanced under the loan documents evidencing such Permitted Senior Indebtedness) does not as of the date on which any such Permitted Senior Indebtedness is incurred exceed $10,000,000, with respect to the unpaid principal balance of loans thereunder and, provided further that such Permitted Senior Indebtedness shall only be incurred to the extent that the Consolidated Total Indebtedness to Market Capitalization Ratio does not exceed .15 at the time of incurrence of such Permitted Senior Indebtedness.

  • Permitted Indebtedness means, without duplication, each of the following:

  • 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.

  • Consolidated Senior Secured Net Debt means, as of any date of determination, “Consolidated Total Net Debt” outstanding on such date that is secured by a first priority Lien on the assets of the Lead Borrower and its Restricted Subsidiaries.

  • Senior Unsecured Indebtedness means Indebtedness that is not subordinated to any other Indebtedness and is not secured or supported by a guarantee, letter of credit or other form of credit enhancement.

  • Other Permitted Indebtedness means (a) accrued expenses and current trade accounts payable incurred in the ordinary course of the Borrower’s business which are not overdue for a period of more than 90 days or which are being contested in good faith by appropriate proceedings, (b) Indebtedness (other than Indebtedness for borrowed money) arising in connection with transactions in the ordinary course of the Borrower’s business in connection with its securities transactions, derivatives transactions, reverse repurchase agreements or dollar rolls to the extent such transactions are permitted under the Investment Company Act and the Borrower’s Investment Policies (after giving effect to any Permitted Policy Amendments), provided that such Indebtedness does not arise in connection with the purchase of Portfolio Investments other than Cash Equivalents and U.S. Government Securities and (c) Indebtedness in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as such judgments or awards do not constitute an Event of Default under clause (l) of Article VII.

  • Consolidated Secured Indebtedness means, as of any date of determination, Consolidated Total Debt that is secured by a Lien on any assets of Borrower and its Subsidiaries.

  • Consolidated Senior Secured Debt Ratio as of the last day of any period of four consecutive Fiscal Quarters, the ratio of (a) Consolidated Senior Secured Debt on such day to (b) Consolidated EBITDA for such period.

  • Permitted Financial Indebtedness means Financial Indebtedness:

  • Permitted Subordinated Indebtedness means Indebtedness incurred after the Closing Date by the Borrower or the Subsidiaries that is (i) subordinated to the Obligations and all other Indebtedness owing from the Borrower or the Subsidiaries to the Lender pursuant to a written subordination agreement satisfactory to the Lender in its sole discretion and (ii) in an amount and on terms approved by the Lender in its sole discretion.

  • Unsecured Indebtedness means Indebtedness which is not Secured Indebtedness.

  • Total Unsecured Indebtedness means, as of any date of determination, that portion of Total Indebtedness which does not constitute Total Secured Indebtedness.

  • 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.

  • Consolidated Senior Indebtedness means, with respect to the Borrower and its Restricted Subsidiaries as of any date of determination on a Consolidated basis without duplication, the sum of (a) all Consolidated Total Indebtedness of the Borrower and its Restricted Subsidiaries minus (b) all Subordinated Indebtedness of the Borrower and its Restricted Subsidiaries.

  • Permitted Additional Indebtedness means Permitted Additional Unsecured Indebtedness and Permitted Additional Secured Indebtedness.

  • 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.

  • 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.

  • Junior Subordinated Indebtedness means the principal of (and premium, if any) and unpaid interest on (a) indebtedness of the Company (including indebtedness of others guaranteed by the Company), whether outstanding on the date hereof or thereafter created, incurred, assumed or guaranteed, for money borrowed, which in the instrument creating or evidencing the same or pursuant to which the same is outstanding it is provided that such indebtedness ranks junior in right of payment to the Company’s Senior Indebtedness and Senior Subordinated Indebtedness and equally and pari passu in right of payment to any other Junior Subordinated Indebtedness, (b) Junior Subordinated Securities, and (c) renewals, extensions, modifications and refinancings of any such indebtedness.