Priority Debt Cap definition

Priority Debt Cap means the greater of USD 1,630,000,000 and 200% of EBITDA of the Company and its Subsidiaries.
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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.
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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.
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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).
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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.
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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.
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Priority Debt Cap means the greater of $1,890 million and 200% of Consolidated EBITDA.
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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.
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Priority Debt Cap means the greater of U.S.$1,630 million and 200% of Consolidated EBITDA.
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Related to Priority Debt Cap

  • Priority Debt means the sum, without duplication, of (i) Indebtedness of the Borrower or any Guarantor secured by a Lien (other than the Liens entered into under the Loan Documents, including the Security Documents) and (ii) all Indebtedness of any Subsidiary that is not a Guarantor.

  • Second Priority Debt means any Indebtedness of the Borrower or any other Grantor guaranteed by the Guarantors (and not guaranteed by any Subsidiary that is not a Guarantor), including the Initial Second Priority Debt, which Indebtedness and guarantees are secured by the Second Priority Collateral on a pari passu basis (but without regard to control of remedies, other than as provided by the terms of the applicable Second Priority Debt Documents) with any other Second Priority Debt Obligations and the applicable Second Priority Debt Documents which provide that such Indebtedness and guarantees are to be secured by such Second Priority Collateral on a subordinate basis to the Senior Debt Obligations (and which is not secured by Liens on any assets of the Borrower or any other Grantor other than the Second Priority Collateral or which are not included in the Senior Collateral); provided, however, that (i) such Indebtedness is permitted to be incurred, secured and guaranteed on such basis by each Senior Debt Document and Second Priority Debt Document and (ii) except in the case of the Initial Second Priority Debt hereunder, the Representative for the holders of such Indebtedness shall have become party to this Agreement pursuant to, and by satisfying the conditions set forth in, Section 8.09 hereof. Second Priority Debt shall include any Registered Equivalent Notes and Guarantees thereof by the Guarantors issued in exchange therefor.

  • Second Priority Debt Documents means the Initial Second Priority Debt Documents and, with respect to any series, issue or class of Second Priority Debt, the promissory notes, indentures, Collateral Documents or other operative agreements evidencing or governing such Indebtedness, including the Second Priority Collateral Documents.

  • Second Priority Debt Parties means the Initial Second Priority Debt Parties and, with respect to any series, issue or class of Second Priority Debt, the holders of such Indebtedness, the Representative with respect thereto, any trustee or agent therefor under any related Second Priority Debt Documents and the beneficiaries of each indemnification obligation undertaken by the Borrower or any other Grantor under any related Second Priority Debt Documents.

  • Priority Amount As to any Distribution Date, the amount equal to the sum of (i) the product of (A) the Scheduled Principal Distribution Amount, (B) the Shift Percentage and (C) the Priority Percentage and (ii) the product of (A) the Unscheduled Principal Distribution Amount, (B) the Shift Percentage and (C) the Priority Percentage.

  • Priority Lien Cap means, as of any date, the maximum aggregate principal amount of Indebtedness permitted to be incurred by clause (1) of the definition of Permitted Debt. For purposes of this definition, all letters of credit will be valued at the face amount thereof, whether or not drawn.

  • First Lien Indebtedness means Consolidated Total Indebtedness that is secured by a Lien on the Collateral, except by a Lien that is junior to the Liens on the Collateral securing the First Lien Obligations.

  • 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.

  • Priority Indebtedness means (a) Indebtedness of the Company or any Subsidiary (other than that described in Section 6.01(e)) secured by any Lien on any asset(s) of the Company or any Subsidiary and (b) Indebtedness of any Subsidiary, in each case owing to a Person other than the Company or any Subsidiary.

  • 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 Leverage Ratio means, on any date, the ratio of (a) Consolidated First Lien Debt as of such date to (b) Consolidated EBITDA for the Test Period as of such date.

  • First Lien Term Loans means the “Term Loans” as defined in the First Lien Credit Agreement.

  • 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.

  • Parity Debt means Recovery Obligations and Bonds or Notes payable from the Recovery and Parity Debt Account on a parity with the Recovery Bonds or Recovery Notes, respectively.

  • Junior Lien Indebtedness means any Indebtedness of any Credit Party that is secured by Liens on Collateral that rank junior in priority to the Liens that secure the Obligations.

  • priority date means the date of the earlier application that serves as the basis for the right of priority provided for in the Paris Convention;

  • Class Debt Parties has the meaning assigned to such term in Section 8.09.

  • Priority Lien Debt means Indebtedness of the Company and the Subsidiary Guarantors under the Priority Lien Credit Agreement (including reimbursement obligations with respect to letters of credit).

  • First Lien Debt means the Initial First Lien Debt and any Additional First Lien Debt.

  • 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.

  • First Lien/First Lien Intercreditor Agreement means an intercreditor agreement substantially in the form of Exhibit H hereto, or such other customary form reasonably acceptable to the Administrative Agent and the Borrower, as such document may be amended, restated, supplemented or otherwise modified from time to time.

  • 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 Priority Obligations means the Initial Junior Priority Obligations and any Additional Obligations constituting Junior Priority Debt.

  • First Lien/Second Lien Intercreditor Agreement means an intercreditor agreement substantially in the form of Exhibit H hereto, or such other customary form reasonably acceptable to the Administrative Agent and the Borrower, in each case, as such document may be amended, restated, supplemented or otherwise modified from time to time.

  • Senior Priority Obligations as defined in the Base Intercreditor Agreement.

  • First Lien Credit Agreement means the Credit Agreement, dated as of the Closing Date, among Holdings, the Borrower, the guarantors party thereto, the lenders party thereto, the other parties from time to time party thereto, and the First Lien Administrative Agent.