Subordinated Intercompany Indebtedness means Indebtedness arising from intercompany loans; provided if the obligor on such Indebtedness is one or more of the Companies (whether as a primary obligor or a secondary obligor), such Indebtedness shall be subordinated to the Obligations pursuant to the subordination terms attached as Schedule IV.
Subordinated Intercompany Indebtedness means any Indebtedness owed by any Loan Party to a Restricted Subsidiary that is not a Subsidiary Loan Party, together with all interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on such Indebtedness and all other monetary obligations of any Loan Party arising from or in respect of such Indebtedness, including obligations to pay fees, expense reimbursement obligations and indemnification obligations, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), (b) each of the Loan Parties, in its capacity as an obligor in respect of any Subordinated Intercompany Indebtedness, is referred to herein as an “Intercompany Debtor”, (c) each of the Restricted Subsidiaries that is not a Subsidiary Loan Party, in its capacity as an obligee in respect of any Subordinated Intercompany Indebtedness, is referred to herein as an “Intercompany Lender” and (d) the Lenders, the Issuing Banks and other holders of any Obligations are sometimes referred to as “Senior Lenders”. The Lenders and the Issuing Banks have agreed to extend credit to the Borrower, and to permit the Borrower and the Subsidiary Loan Parties to incur Subordinated Intercompany Indebtedness, subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders and the Issuing Banks to extend such credit, and the ability of the Borrower and the Subsidiary Loan Parties to incur Subordinated Intercompany Indebtedness under Section 6.01(c) of the Credit Agreement are conditioned upon, among other things, the execution and delivery of this Agreement. In accordance with the Credit Agreement, each Intercompany Lender desires to enter into this Agreement in order to subordinate, on the terms set forth herein, its rights, as an Intercompany Lender, to payment under any Subordinated Intercompany Indebtedness to the prior payment in full of the Loan Document Obligations. The Intercompany Lenders are Affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and the provision of other financial accommodations to the Borrower and the Restricted Subsidiaries by the Seni...
Subordinated Intercompany Indebtedness has the meaning set for in Section 15.01.
Examples of Subordinated Intercompany Indebtedness in a sentence
SCP Finance Co. owns no assets other than the Subordinated Intercompany Indebtedness and has no liabilities or obligations.
The Agent shall have received the executed Subordination Agreement(s) in favor of Agent and Lenders regarding the Subordinated Intercompany Indebtedness.
Holdings shall not engage, either directly or indirectly (except through the Borrower) in any operating business enterprise but shall solely own the Subordinated Intercompany Indebtedness and the Capital Stock of the Borrower and, as permitted by the following sentence, of the Finance Subsidiary, provided that Holdings may enter into and incur obligations under the BLN Purchase Agreement and the Alliance Sale Agreement.
Except as may be expressly permitted by the Subordination Agreements, (a) make (or attempt to make) any payment of any kind with respect to the Subordinated Intercompany Indebtedness, (b) enforce (or attempt to enforce) any remedies with respect to the Subordinated Intercompany Indebtedness, or (c) contest, repudiate, amend, modify or otherwise alter any terms or provisions of the documents relating to the Subordinated Intercompany Indebtedness.
This Note evidences the Subordinated Intercompany Indebtedness (as defined in the Indenture) irrespective of the payee.
More Definitions of Subordinated Intercompany Indebtedness
Subordinated Intercompany Indebtedness means loans or advances (that do not bear an interest rate in excess of 10% per year), unsecured and by their terms subordinated in right of payment to the Securities, by the Parent Guarantor from time to time to the Issuer in the aggregate principal amount outstanding at any one time not to exceed $25,000,000 (including approximately $21,700,000 of which is outstanding as of the Issue Date).
Subordinated Intercompany Indebtedness means all obligations, liabilities and Indebtedness of an Obligor owed to another Obligor, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, including without limitation, principal, premium (if any), interest, fees, charges, expenses, costs, professional fees and expenses and reimbursement obligations.
Subordinated Intercompany Indebtedness means Indebtedness of the Borrower or any Restricted Subsidiary held by any Affiliate thereof that is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as the subordination provisions of the Delco Notes.
Subordinated Intercompany Indebtedness means loans or advances (that do not bear an interest rate in excess of 10% per year), unsecured and by their terms subordinated in right of payment to the Securities, by the Parent Guarantor from time to time to the Issuer in the aggregate principal amount outstanding at any one time not to exceed $50,000,000 (including approximately $21,700,000 of which is outstanding as of the Issue Date).”
Subordinated Intercompany Indebtedness has the meaning given to that term in Section 6.3(A).
Subordinated Intercompany Indebtedness means all indebtedness, liabilities, and obligations of any Obligated Party to the Company, whether such indebtedness, liabilities, and obligations now exist or are hereafter incurred or arise, or are direct, indirect, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such indebtedness, liabilities, or obligations are evidenced by a note, contract, open account, or otherwise, and irrespective of the Person or Persons in whose favor such indebtedness, obligations, or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by the Company.
Subordinated Intercompany Indebtedness. (as defined in the Credit Agreement) loaned by Holdings to the Borrower on the date of any such distribution not to exceed in the aggregate; (A) 50% of the net earnings (or loss) after taxes of Borrower and its consolidated Subsidiaries on a consolidated basis for the period from January 1, 1996 to the end of the most recently completed fiscal year for which the audited financial statements have been delivered pursuant to Section 6.1(A)(i) of the Credit Agreement taken as a single accounting period determined in conformity with Agreement Accounting Principles minus (B) the aggregate amount of "Contingent Obligations" which are the subject of an "Upstream Guarantee" (each as defined in the Credit Agreement) and any such interest payments in excess of such amount shall not be a Permitted Payment; and