Senior Guarantor Debt definition

Senior Guarantor Debt means, with respect to any Guarantor: (a) indebtedness of such Guarantor under or in respect of the Credit Agreement, whether for principal, interest (including interest accruing after the filing of a petition initiating any proceeding pursuant to any bankruptcy law, whether or not the claim for such interest is allowed as a claim in such proceeding), reimbursement obligations, fees, commissions, expenses, indemnities or other amounts; and (b) any other Indebtedness permitted under the terms of this Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to such Guarantor’s Guarantee of the Securities. Notwithstanding the foregoing, “Senior Guarantor Debt” will not include: (i) Equity Interests; (ii) any liability for federal, state, local or other taxes due or owed by such Guarantor; (iii) any Indebtedness of such Guarantor to any of its Subsidiaries or Affiliates; (iv) any trade payables; or (v) any Indebtedness that is incurred in violation of this Indenture.

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Senior Guarantor Debt means the principal of, premium, if any, and interest (including interest accruing after the filing of a petition initiating any proceeding under any state, federal or foreign bankruptcy law, whether or not such interest is allowed or allowable under such proceeding) on any Debt of any Guarantor and all other monetary obligations of every kind or nature (including, but not limited to, fees, indemnities and expenses) due on or in connection with any such Debt (other than as otherwise provided in this definition), whether outstanding on the Issue Date or thereafter created, incurred or assumed, and whether at any time owing, actually or contingent, without giving effect to any reduction in the amount of such Debt necessary to render the obligation of any Guarantor with respect thereto (as obligor, guarantor or otherwise) not voidable or avoidable under applicable law, unless, in the case of any particular Debt, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Debt shall not be senior in right of payment to any Guarantee. Notwithstanding the foregoing, “Senior Guarantor Debt” shall (x) include all borrowings of each Guarantor under, and all guarantees by each Guarantor of, the Credit Agreement and the Floor Plan Facilities and any Interest Rate Agreement, Currency Hedging Agreement and Commodity Price Protection Agreement of such Guarantor and (y) not include: (i) Debt evidenced by the Guarantees, (ii) Debt that, by its express terms or by the express terms of the agreement or instrument creating or evidencing the same or pursuant to which the same is outstanding, is subordinated or junior in right of payment to any Debt of such Guarantor, (iii) Debt which when incurred and without respect to any election under Section 1111(b) of ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code is without recourse to such Guarantor, (iv) Debt which is represented by Redeemable Capital Stock, (v) any liability for foreign, federal, state, local or other taxes owed or owing by such Guarantor to the extent such liability constitutes Debt, (vi) Debt of such Guarantor to a Subsidiary or any other Affiliate of the Company (other than Mitsui & Co. (USA), Inc. and Mitsui & Co., Ltd. and any of their affiliates) or any of such Affiliate’s Subsidiaries, (vii) to the extent it might constitute Debt, amounts owing for goods, materials or services purchased in the ordinary course of business (other than Floor Plan Facilities) or consistin...

Senior Guarantor Debt means, with respect to any Guarantor: (a) indebtedness of such Guarantor under or in respect of the Credit Agreement, whether for principal, interest (including interest accruing after the filing of a petition initiating any proceeding pursuant to any bankruptcy law, whether or not the claim for such interest is allowed as a claim in such proceeding), reimbursement obligations, fees, commissions, expenses, indemnities or other amounts; (b) indebtedness of such Guarantor in respect of the guarantee of the Senior Notes; and (c) any other Indebtedness permitted under the terms of this Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to such Guarantor’s Guarantee of the Securities. Notwithstanding the foregoing, “Senior Guarantor Debt” will not include: (i) Equity Interests; (ii) any liability for federal, state, local or other taxes due or owed by such Guarantor; (iii) any Indebtedness of such Guarantor to any of its Subsidiaries or Affiliates; (iv) any trade payables; or (v) any Indebtedness that is incurred in violation of this Indenture.

Examples of Senior Guarantor Debt in a sentence

Each Holder hereof, by his or her acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Debt [if applicable, insert — or Senior Guarantor Debt], whether now outstanding or hereafter created, incurred, assumed or guaranteed, and waives reliance by each such holder upon said provisions.
Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the holders of Senior Debt and any Senior Guarantor Debt and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture, except as may otherwise be provided pursuant to Section 301 with respect to any Securities of a particular series or under this Indenture with respect to such Securities.
The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Guarantor Debt.
Nothing contained in this Article shall limit the right of the Trustee or the Holders of Securities to take any action to accelerate the maturity of the Securities pursuant to Article Five of this Indenture or to pursue any rights or remedies hereunder or under applicable law, subject to the rights, if any, under this Article of the holders, from time to time, of Senior Guarantor Debt to receive the cash, property or securities receivable upon the exercise of such rights or remedies.
With respect to the holders of Senior Guarantor Debt, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article, and no implied covenants or obligations with respect to the holders of the Senior Guarantor Debt shall be read into this Article against the Trustee.
Each Guarantor covenants and agrees, and each Holder of a Guarantee, by its acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this Article, the payment of the Indenture Obligations are hereby expressly made subordinate and junior and subject in right of payment as provided in this Article to the prior payment in full in cash (or as otherwise agreed to by the holders of Senior Guarantor Debt) of all Senior Guarantor Debt.
After the payment in full of all Senior Guarantor Debt in cash (or as otherwise agreed by holders of Senior Guarantor Debt), the Holders of the Securities shall be subrogated to the rights of the holders of such Senior Guarantor Debt to receive payments and distributions of cash, property and securities applicable to the Senior Guarantor Debt until the principal of, premium, if any, and interest on, the Securities shall be paid in full.
Nothing herein contained shall be deemed to authorize the Trustee or the holders of Senior Guarantor Debt or their Senior Representatives to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee or the holders of Senior Guarantor Debt or their Senior Representatives to vote in respect of the claim of any Holder in any such proceeding.
The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with respect to any Senior Guarantor Debt which may at any time be held by it, to the same extent as any other holder of Senior Guarantor Debt, and nothing in this Indenture shall deprive the Trustee of any of its rights as such holder.
Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the holders of Senior Debt and any Senior Guarantor Debt and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture, except as may otherwise be provided pursuant to Section 3.01 with respect to any Securities of a particular series or under this Indenture with respect to such Securities.

More Definitions of Senior Guarantor Debt

Senior Guarantor Debt means, with respect to any Guarantor: (a) [ ]3 and (b) any other Indebtedness permitted under the terms of this Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity in right of payment with or subordinated in right of payment to such Guarantor’s Guarantee of the Securities. Notwithstanding the foregoing, “Senior Guarantor Debt” will not include: (a) Equity Interests; (b) any liability for federal, state, local or other taxes due or owed by such Guarantor; (c) any Indebtedness of such Guarantor to any of its Subsidiaries or Affiliates; (d) any trade payables; or (e) any Indebtedness that is incurred in violation of this Indenture.]

Senior Guarantor Debt. “Senior Representative” “Series A Global Securities” “Series A Securities” “Series B Global Securities” “Series B Securities” “Shelf Registration Statement” “Significant Restricted Subsidiary” “Special Record Date” “Stated Maturity” “Subordinated Debt” “Subsidiary” “Successor Security” “Treasury Rate” “Trust Indenture Act” “Trustee” “U.K. Credit Agreement” “Unrestricted Subsidiary” “Unrestricted Subsidiary Debt” “Voting Stock” “Wholly Owned Restricted Subsidiary” Other Definitions. Compliance Certificates and Opinions. Form of Documents Delivered to Trustee. Acts of Holders. Notices, etc., to the Trustee, the Company and any Guarantor. Notice to Holders; Waiver. Conflict with Trust Indenture Act. Effect of Headings and Table of Contents. Successors and Assigns. Separability Clause. Benefits of Indenture. Governing Law. Legal Holidays. Independence of Covenants. Schedules and Exhibits. Counterparts. No Personal Liability of Directors, Officers, Employees and Stockholders. ARTICLE TWO SECURITY FORMS Section 201. Section 202. Section 203. Section 204. Forms Generally. Form of Face of Security. Form of Reverse of Securities. Form of Guarantee. ARTICLE THREE THE SECURITIES Section 301. Section 302. Section 303. Section 304. Section 305. Section 306. Section 307. Section 308. Section 309. Section 310. Section 311. Section 312. Section 313. Title and Terms. Denominations. Execution, Authentication, Delivery and Dating. Temporary Securities. Registration, Registration of Transfer and Exchange. Book Entry Provisions for Global Securities. Special Transfer and Exchange Provisions. Mutilated, Destroyed, Lost and Stolen Securities. Payment of Interest; Interest Rights Preserved. CUSIP Numbers etc. Persons Deemed Owners. Cancellation. Computation of Interest. ARTICLE FOUR DEFEASANCE AND COVENANT DEFEASANCE Section 401. Section 402. Section 403. Section 404. Company’s Option to Effect Defeasance or Covenant Defeasance. Defeasance and Discharge. Covenant Defeasance. Conditions to Defeasance or Covenant Defeasance. Section 405. Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Section 406. Reinstatement.