Purchase Money Notes Trigger Event definition

Purchase Money Notes Trigger Event means an event that shall be deemed to have occurred if, as of any time during the periods set forth below, (a) the total amount then on deposit in the Defeasance Account (without giving effect to any net losses thereon arising from the investment of such amounts in accordance with the Custodial and Paying Agency Agreement), plus the sum of the aggregate amount from the Defeasance Account previously paid by the Company to all Holders (as such term is defined in the Custodial and Paying Agency Agreement) to repay any Purchase Money Note and the aggregate amount previously paid to the Purchase Money Notes Guarantor to reimburse Purchase Money Notes Guarantor for payments it has made under the Purchase Money Notes Guaranty, divided by (b) the original aggregate principal amount of the Purchase Money Notes, as of the Closing Date is less than: Third (3rd) anniversary of the Closing Date or any time thereafter before the fourth (4th) anniversary of the Closing Date: 25% Fourth (4th) anniversary of the Closing Date or any time thereafter before the fifth (5th) anniversary of the Closing Date: 40% Fifth (5th) anniversary of the Closing Date or any time thereafter before the sixth (6th) anniversary of the Closing Date: 50% Sixth (6th) anniversary of the Closing Date or any time thereafter before the seventh (7th) anniversary of the Closing Date: 75% Seventh (7th) anniversary of the Closing Date or any time thereafter before the eighth (8th) anniversary of the Closing Date: 100%
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Purchase Money Notes Trigger Event has the meaning given in the Reimbursement, Security and Guaranty Agreement.
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Examples of Purchase Money Notes Trigger Event in a sentence

  • The Manager shall direct the Paying Agent to deposit any Excess Working Capital Advances to pay Working Capital Expenses into the Collection Account (from which the funds will be available to pay such Working Capital Expenses) and shall direct the Paying Agent to deposit any Excess Working Capital Advances as might be required to cure a Purchase Money Notes Trigger Event into the Defeasance Account.

  • The Manager shall make Excess Working Capital Advances to the Paying Agent from its own funds in accordance with the terms described in Section 5.4 of the LLC Operating Agreement and to the extent that there are insufficient funds (a) in the Collection Account or the Working Capital Reserve with which to pay Working Capital Expenses in full or (b) in the Distribution Account to fund the Defeasance Account by such amount as might be required to cure a Purchase Money Notes Trigger Event.

  • The Manager shall direct the Paying Agent to deposit any Excess Working Capital Advances (i) to pay Working Capital Expenses into the Collection Account (from which the funds will be available to pay such Working Capital Expenses), (ii) as might be required to repay the Advance Facility in full to the Advance Lender in accordance with the provisions of Section 5.5 of the LLC Operating Agreement and (iii) as might be required to cure a Purchase Money Notes Trigger Event into the Defeasance Account.

Related to Purchase Money Notes Trigger Event

  • Permitted Purchase Money Indebtedness means, as of any date of determination, Purchase Money Indebtedness incurred after the Closing Date in an aggregate principal amount outstanding at any one time not in excess of $1,000,000.

  • Qualified Equity Financing means the first sale (or series of related sales) by the Company of its Preferred Stock following the Date of Issuance from which the Company receives gross proceeds of not less than $1,000,000 (excluding the aggregate amount of securities converted into Preferred Stock in connection with such sale or series of related sales).

  • 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.

  • Permitted Convertible Indebtedness means unsecured Indebtedness of any Loan Party that is convertible into common shares of the Company (or other reference property in accordance with the terms of such Indebtedness) (and cash in lieu of fractional shares) and/or cash (in an amount determined by reference to the price of such common shares or such other reference property) which may be incurred once during the term of this Agreement; provided, that such Permitted Convertible Indebtedness (a) does not mature earlier than the date that is 181 days after the 2022 Revolving Termination Date and 2022 Term A Maturity Date, (b) does not provide for any scheduled amortization payments, mandatory prepayment, mandatory redemption or mandatory 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) prior to the maturity date of such Indebtedness, (c) contains covenants, events of default, guarantees and other terms (other than interest rates, rate floors, fees and optional prepayment or optional redemption terms), when taken as a whole, not more favorable to the lenders or investors providing such Permitted Convertible Indebtedness, as the case may be, than those set forth in the Loan Documents are with respect to the Lenders and (d) the Net Cash Proceeds of which are substantially concurrently used to repay outstanding Term A Loans, Term A-1 Loans and Revolving Credit Loans with an equivalent permanent reduction in the Revolving Credit Commitments (on a pro rata basis based on the outstanding amount of Term A Loans, Term A-1 Loans and Revolving Credit Commitments) or are segregated or otherwise subject to an escrow arrangement, in each case, for a period not to exceed 11 months and in a manner reasonably satisfactory to the Administrative Agent for such purpose described in this clause (d).

  • Purchase Money Note means a promissory note of a Receivables Subsidiary evidencing a line of credit, which may be irrevocable, from the Issuer or any Subsidiary of the Issuer to a Receivables Subsidiary in connection with a Qualified Receivables Financing, which note is intended to finance that portion of the purchase price that is not paid by cash or a contribution of equity.

  • Securitization Repurchase Obligation means any obligation of a seller of Securitization Assets in a Qualified Securitization Financing to repurchase Securitization Assets arising as a result of a breach of a Standard Securitization Undertaking, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, offset or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

  • Receivables Facility Attributed Indebtedness means the amount of obligations outstanding under a receivables purchase facility on any date of determination that would be characterized as principal if such facility were structured as a secured lending transaction rather than as a purchase.

  • Qualified Securitization Financing means any Securitization Financing of a Securitization Subsidiary that meets the following conditions: (a) the board of directors of the Company shall have determined in good faith that such Qualified Securitization Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Company and the Securitization Subsidiary, (b) all sales and/or contributions of Securitization Assets and related assets to the Securitization Subsidiary are made at fair market value (as determined in good faith by the Company) and (c) the financing terms, covenants, termination events and other provisions thereof, including any Standard Securitization Undertakings, shall be market terms (as determined in good faith by the Company). The grant of a security interest in any Securitization Assets of the Company or any of the Restricted Subsidiaries (other than a Securitization Subsidiary) to secure Indebtedness under this Agreement prior to engaging in any Securitization Financing shall not be deemed a Qualified Securitization Financing.