Priority Debt Cap definition
Priority Debt Cap means the greater of $1,890 million and 200% of Consolidated EBITDA.
Priority Debt Cap means, with respect to any Incurrence of Priority Debt, the greatest of (A) $5,011,000,000, (B) 4.0 times Pro Forma Consolidated Cash Flow Available for Fixed Charges of the Issuer and the Issuer Restricted Subsidiaries for the four full fiscal quarters immediately preceding such Incurrence for which the consolidated financial statements required to be delivered under this Indenture are available, and (C) 15.0% of the Issuer’s Consolidated Tangible Assets measured based on the most recent financial statements that are available for the Issuer, each determined on a pro forma basis.
Priority Debt Cap means the sum of (i) $1,150 million and (ii) an amount equal to (A) 100% of the aggregate amount of gross proceeds received by the Company or Carvana Group LLC in excess of $350 million resulting from the sale of by the Company of its Class A common stock or sale by Carvana Group LLC of its Capital Stock, in each case after the TSA Date, the proceeds of which are not used, whether directly or indirectly, to make any Restricted Payment or to make an Investment in any non-Guarantor, plus (B) any cash interest payments paid on the 2028 Notes (subject to a cap of $100 million) between the first and second anniversary of the Issue Date; provided that the sum under this clause (B) shall exclude any cash interest payments made on the Notes to Affiliates of the Company; provided further that (x) the amount available under the Priority Debt Cap shall be reduced by the aggregate amount of all Net Available Cash from Asset Dispositions applied by the Company or any of its Restricted Subsidiaries since the Issue Date to repay any Senior Lien Obligations and/or any Indebtedness of any Permitted Joint Venture and (y) the Priority Debt Cap shall not exceed $1,500 million.
Examples of Priority Debt Cap in a sentence
The Borrower will not permit Priority Debt (excluding Capitalized Lease Obligations incurred in connection with a Sale and Leaseback Transaction) to exceed at any time the Priority Debt Cap (it being understood that, for the avoidance of doubt, any Indebtedness or other obligation permitted to be incurred under this Section 6.09 and Section 6.12(h) below shall be counted only once (without duplication) in determining whether the Priority Debt Cap has been exceeded).
The Borrower will not permit Priority Debt (excluding Capitalized Lease Obligations incurred in connection with a Sale and Leaseback Transaction) to exceed at any time the Priority Debt Cap (it being understood that, for the avoidance of doubt, any Indebtedness or other obligation permitted to be incurred under this Section 6.9 and Section 6.13(h) below shall be counted only once (without duplication) in determining whether the Priority Debt Cap has been exceeded).
Lien Priorities – The Permitted Priority Security will have priority, with respect to the Collateral over the Note Security to the extent of the Priority Debt Cap in all respects and at all times.
More Definitions of Priority Debt Cap
Priority Debt Cap means, at any time of determination, an amount equal to the greater of (x) $750,000,000 and (y) 30% of the aggregate value of Consolidated Tangible Assets of the Company and its Subsidiaries set forth in the then-most recent financial statements delivered (or required to have been delivered) pursuant to Section 6.01(a) or (b).
Priority Debt Cap means, at any date of determination, (a) prior to the Subsequent Share Purchase Date, ten percent (10%) of Total Tangible Assets on such date and (b) on and after the Subsequent Share Purchase Date, the greater of (i) ten percent (10%) of Total Tangible Assets on such date and (ii) the aggregate outstanding principal amount on such date of Target Debt plus $500,000,000; provided that the amount in this clause (ii) shall not exceed twenty percent (20%) of Total Tangible Assets.
Priority Debt Cap means, with respect to any Incurrence of Priority Debt, (i) prior to a Collateral Release Ratings Event, the greatest of (A) $5,011,000,000, (B) 4.0 times Pro Forma Consolidated Cash Flow Available for Fixed Charges of the Issuer and the Issuer Restricted Subsidiaries for the four full fiscal quarters immediately preceding such Incurrence for which the consolidated financial statements required to be delivered under this Indenture are available, and (C) 15.0% of the Issuer’s Consolidated Tangible Assets measured based on the most recent financial statements that are available for the Issuer, each determined on a pro forma basis and (ii) following a Collateral Release Ratings Event, an amount equal to 15.0% of the Issuer’s Consolidated Net Tangible Assets as of the end of the full fiscal quarter immediately preceding such Incurrence for which the consolidated financial statements required to be delivered under this Indenture are available.
Priority Debt Cap means, at any time of determination, an amount equal to the greater of (x) $1,000,000,000 and (y) 60% of Consolidated Adjusted EBITDA for the most recent period of four (4) Fiscal Quarters for which financial statements are availableTest Period.
Priority Debt Cap means $200,000,000 million, less any mandatory pre-payments or repurchases of any Permitted Priority Obligations made pursuant to any Permitted Priority Debt Documents.
Priority Debt Cap means, at any time of determination, an amount equal to the greater of (x) $1,000,000,000 and (y) 60% of Consolidated Adjusted EBITDA for the most recent period of four (4) Fiscal Quarters for which financial statements are availableTest Period. ““Priority Incremental Obligations”” has the meaning specified in Section 2.16(a) hereof. 67 ““Pro Forma Transaction”” means any Investment that results in a Person becoming a Subsidiary, any Permitted Acquisition, any Asset Sale that results in a Subsidiary ceasing to be a Subsidiary of the Company, any Investment constituting an acquisition of assets constituting a business unit, line of business or division of another Person or a Disposition of a business unit, line of business or division of the Company or a Subsidiary, in each case whether by merger, consolidation, amalgamation or otherwise, and any other transaction that by the terms of this Agreement requires a financial ratio test to be determined on a ““pro forma basis”” or to be given ““pro forma effect.”” ““Projections”” has the meaning specified in Section 5.25. ““Public Lenders”” means Lenders that do not wish to receive Non-Public Information with respect to the Company, its Affiliates or its or their respective Securities. ““QFC”” has the meaning assigned to the term ““qualified financial contract”” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c) (8)(D). “QFC Credit Support” has the meaning specified in Section 10.23. ““Qualified Cash”” means (i) unrestricted Cash or Cash Equivalents (including Cash or Cash Equivalents representing a Convertible Note Repayment Reserve) of the U.S. Loan PartiesCompany and any of its Subsidiaries, which Cash and Cash Equivalents are held in deposit and/or security accounts subject to a control agreement in favor of the Collateral Agent to the extent required by the Pledge and Security Agreement and not subject to any other Lien, claim or interest (other than Liens permitted pursuant to Section 7.02(a), 7.02(n)(i) (to the extent such Indebtedness is permitted by Section 7.01(d)), Sectionh), 7.02(m), 7.02(n), 7.02(iiip),7.02(z) or 7.02(zdd)) and (ii) all Cash or Cash Equivalents held in the Servicer Account and/or the Servicer Lockbox. ; provided, that the aggregate amount of Cash and Cash Equivalents of the Foreign Subsidiaries constituting “Qualified Cash” shall not to exceed at any time an amount equal to the lesser of (x) $350,000,000 and (y) 50% of the aggregate amount of such Cash and Cash Equiva...
Priority Debt Cap means the greater of U.S.$1,630 million and 200% of Consolidated EBITDA.