Replacement Indebtedness definition

Replacement Indebtedness has the meaning set forth in Section 7.3.E(3) hereof.

Replacement Indebtedness means, in respect of any Indebtedness (“Original Indebtedness”), Indebtedness extending the maturity of or refunding, refinancing or replacing, in whole or in part, such Original Indebtedness; provided that (i) the principal amount of such Replacement Indebtedness shall not exceed the principal amount of such Original Indebtedness; (ii) no Subsidiaries shall be liable for any such Replacement Indebtedness that shall not have been liable for such Original Indebtedness; (iii) if such Original Indebtedness shall have been subordinated to the Obligations, such Replacement Indebtedness shall be subordinated to the Obligations on terms not less favorable to the Lenders; (iv) such Replacement Indebtedness shall not have a shorter maturity than such Original Indebtedness or be subject to any requirement not applicable to such Original Indebtedness that such Replacement Indebtedness be prepaid, redeemed, repurchased or defeased on one or more scheduled dates or upon the happening of one or more events (other than events of default or change of control events) before the maturity of such Original Indebtedness; and (v) the incurrence of any Replacement Indebtedness that refunds, refinances or replaces Original Indebtedness under any revolving credit or similar facility shall be accompanied by the termination of commitments under such facility equal in amount to such Original Indebtedness.

Replacement Indebtedness means any liability that is treated as a liability of the Partnership for U.S. federal income tax purposes that replaces or refinances either (i) the Midco Indebtedness or (ii) the Revolver Indebtedness, and with respect to which all of the following requirements are met: (a) the assets of the Opal Business (but not the Diamond Business) are subject to such liability (as determined for U.S. federal income tax purposes) within the meaning of Regulations Section 1.752-3(a)(2), and (b) such liability is not treated, in whole or in part, as a “recourse liability” (as defined in Regulations Section 1.752-1(a)(1)) of the Partnership for U.S. federal income tax purposes.

Examples of Replacement Indebtedness in a sentence

• If the cost of the Replacement exceeds the funds available from the Reserve Fund Payments Account, Replacement Indebtedness and the CAW Credit Line, CAW shall be under no obligation to make any loan for the same or reimburse MCWD or MCWRA for such shortfall, however, the Parties shall meet and confer in order to attempt to decide on a means of funding the shortfall.

• If such financing is not obtained or if such financing will not fund the full amount of the required Replacement, the CAW Credit Line shall be used to fund the costs of the Replacements that cannot be funded by the Reserve Fund Payments Account or Replacement Indebtedness, unless otherwise agreed by the Parties.

• Any Replacement Indebtedness shall (x) be nonrecourse, (y) not require principal repayments during such period that are greater than the payments required on the Existing Indebtedness replaced by such debt during such period, and (z) be secured solely by the Real Property or Properties which secure the Existing Indebtedness or the Replacement Indebtedness that is being refinanced.

• The Refinancing Notice will describe which Existing Indebtedness or Replacement Indebtedness is scheduled to be refinanced or prepaid, how much of such Existing Indebtedness or Replacement Indebtedness is scheduled to be refinanced or prepaid, and approximately when the refinancing or prepayment is scheduled to occur.

• If the New Member elects to execute Bottom Guarantees (in the aggregate) for less than the Guaranteed Loan Amount, then upon written notice to the Company, the Managing Member and the lender under any Replacement Indebtedness, not more frequently than one time per year during the Tax Protection Period applicable to the New Member, the New Member may elect to increase the New Member’s Bottom Guarantees (in the aggregate) in any amount up to the Guaranteed Loan Amount.

More Definitions of Replacement Indebtedness

Replacement Indebtedness means any MCWD Replacement Indebtedness and/or MCWRA Replacement Indebtedness.

Replacement Indebtedness has the meaning set forth in the definition of “Permitted Replacement Indebtedness Facility”.

Replacement Indebtedness means such term as defined in Section 8.1.

Replacement Indebtedness shall have the meaning provided in Section 705.

Replacement Indebtedness means Indebtedness incurred to reimburse existing Indebtedness of Guarantors in the aggregate amount for both Guarantors not to exceed Three Million Two Hundred Thirty-nine Thousand Five Hundred Dollars ($3,239,500), inclusive of any line of credit, and upon terms not materially more onerous than existing Indebtedness of Guarantors comprising that amount.

Replacement Indebtedness means, collectively, all indebtedness issued or incurred by Borrower after the date hereof, the proceeds of which are used exclusively to pay the purchase price for the Senior Notes tendered to Borrower pursuant to the Change of Control Offer in the aggregate principal amount not to exceed one hundred one (101%) percent of the amount of the Senior Notes tendered to, and repurchased by, Borrower under the Change of Control Offer, as the same may hereafter exist and thereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

Replacement Indebtedness shall have the meaning provided in Section 705(b). "Representative" means the indenture trustee or other trustee, agent or representative for an issue of Senior Indebtedness. "Restricted Definitive Note" means a Definitive Note bearing the Private Placement Legend. "Restricted Global Note" means a Global Note bearing the Private Placement Legend. "Restricted Payments" shall have the meaning provided in Section 704. 17