Subsidiary Guarantor Senior Debt definition

Subsidiary Guarantor Senior Debt shall not include (a) Debt that is Disqualified Stock, (b) Debt consisting of trade payables, (c) Debt of such Subsidiary Notes Guarantor to the Company or any Subsidiary or any other Affiliate of the Company or any of such Affiliate's Subsidiaries and (d) that portion of any Debt that, at the time of the incurrence, is incurred by such Subsidiary Notes Guarantor in violation of this Indenture, other than any Debt incurred under the Credit Facility not in excess of $150,000,000 (less any amounts applied to the permanent reduction of such Debt pursuant to Section 1012) if the Company has certified to the Credit Facility Agent, at the time such Debt is incurred, that the Subsidiary Notes Guarantor is permitted to incur such Debt under this Indenture.
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Subsidiary Guarantor Senior Debt means, with respect to any Subsidiary Guarantor, the principal of, premium, if any, and interest (including any interest accruing subsequent to, or that would accrue but for, the filing of a petition of bankruptcy at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed or allowable claim under applicable law) on any Indebtedness of such Subsidiary Guarantor, whether outstanding on the Issue Date or thereafter created or Incurred and any amendments, renewals, modification, extensions, refinancings or refundings of such Indebtedness, unless, in the case of any particular Indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Indebtedness shall not be senior in right of payment to the Subsidiary Guarantee of such Subsidiary Guarantor.
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Subsidiary Guarantor Senior Debt means, as to any Subsidiary Debentures Guarantor, the principal of and premium, if any, and interest on (including interest accruing after the filing of a petition initiating any proceeding pursuant to any Bankruptcy Law, whether or not allowed) and other amounts due on or in connection with any Debt of such Subsidiary Debentures Guarantor (other than the Subsidiary Debentures Guarantee made by such Subsidiary Debentures Guarantor), whether outstanding on the Closing Date or thereafter incurred, 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 be subordinate in right of payment to any Debt or other general unsecured obligations of such Subsidiary Debentures Guarantor. Notwithstanding the foregoing, "Subsidiary Guarantor Senior Debt" shall not include (a) Debt that is Disqualified Stock, (b) Debt consisting of trade payables, (c) Debt of such Subsidiary Debentures Guarantor to the Company or any Subsidiary or any other Affiliate of the Company or any of such Affiliate's Subsidiaries and (d) that portion of any Debt that, at the time of the incurrence, is incurred by such Subsidiary Debentures Guarantor in violation of this Exchange Indenture, other than any Debt incurred under the Credit Facility not in excess of $150,000,000 (less any amounts applied to the permanent reduction of such Debt pursuant to Section 1012) if the Company has certified to the Credit Facility Agent, at the time such Debt is incurred, that the Subsidiary Debentures Guarantor is permitted to incur such Debt under this Exchange Indenture.
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Examples of Subsidiary Guarantor Senior Debt in a sentence

  • Subject to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt or a holder of Subsidiary Guarantor Senior Debt (or a trustee or agent therefor) to establish that such notice has been given by a holder of Senior Debt or a holder of Subsidiary Guarantor Senior Debt (or a trustee or agent therefor).

  • The Obligations are "Senior Debt," the Guaranteed Obligations are "Subsidiary Guarantor Senior Debt" and the Obligations and Guaranteed Obligations are "Designated Senior Debt," in each case, within the meaning of the Senior Subordinated Note Documents.

  • The Obligations of each Subsidiary Guarantor under its Subsidiary Guarantee pursuant to this Article XI shall be junior and subordinated to the Subsidiary Guarantor Senior Debt of such Subsidiary Guarantor on the same basis and to the same extent as the Notes are junior and subordinated to Senior Debt of the Company pursuant to Article X.

  • Neither the Holders of the Notes nor the Trustee shall have any claim against the holders of the Senior Debt or the Credit Facility Agent for any impairment of the subrogation rights herein granted arising out of any release of Liens securing the Senior Debt or the Subsidiary Guarantor Senior Debt.

  • The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article Fourteen with respect to any Senior Debt or Subsidiary Guarantor Senior Debt which may at any time be held by it, to the same extent as any other holder of Senior Debt or Subsidiary Guarantor Senior Debt, and nothing in this Indenture shall deprive the Trustee of any of its rights as such holder.

  • The Trustee's duties with respect to holders of Senior Debt and Subsidiary Guarantor Senior Debt are limited to those specifically set forth in this Indenture, and no implied covenants or obligations shall be construed by any provision hereof.

  • The provisions of this Article Fourteen are and are intended solely for the purpose of defining the relative rights of the Holders on the one hand and the holders of Senior Debt and Subsidiary Guarantor Senior Debt on the other hand.

  • Subject to the payment in full of all Subsidiary Guarantor Senior Debt, the rights of the Holders of the Notes shall be subrogated to the rights of the holders of such Subsidiary Guarantor Senior Debt to receive payments and distributions of cash, property and securities applicable to such Subsidiary Guarantor Senior Debt until the principal of (and premium, if any) and interest on the Notes shall be paid in full.

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More Definitions of Subsidiary Guarantor Senior Debt

Subsidiary Guarantor Senior Debt means all Senior Debt of the Subsidiary Guarantor.
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Related to Subsidiary Guarantor Senior Debt

  • Guarantor Senior Debt of a Subsidiary Guarantor means all Obligations with respect to any Indebtedness of such Subsidiary Guarantor, whether outstanding on the Issue Date or thereafter created, incurred or assumed, unless, in the case of any particular Indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Indebtedness shall be on a parity with or subordinated in right of payment to such Subsidiary Guarantor's Guarantee. Without limiting the generality of the foregoing, (x) "Guarantor Senior Debt" shall include the principal of, premium, if any, and interest on all Obligations of every nature of such Subsidiary Guarantor from time to time owed to the lenders under the Partnership Credit Facility, including, without limitation, principal of and interest on, and all fees, indemnities and expenses payable by such Subsidiary Guarantor under, the Partnership Credit Facility, and (y) in the case of amounts owing by such Subsidiary Guarantor under the Partnership Credit Facility and guarantees of Designated Senior Indebtedness, "Guarantor Senior Debt" shall include interest accruing thereon subsequent to the occurrence of any Event of Default specified in clause (h) or (i) of Section 6.01 relating to such Subsidiary Guarantor, whether or not the claim for such interest is allowed under any applicable Bankruptcy Law. Notwithstanding the foregoing, "Guarantor Senior Indebtedness" shall not include (i) Indebtedness evidenced by the Notes or the Guarantees, (ii) Indebtedness that is expressly subordinate or junior in right of payment to any other Indebtedness of such Subsidiary Guarantor, (iii) any liability for federal, state, local or other taxes owed or owing by such Subsidiary Guarantor, (iv) Indebtedness of such Subsidiary Guarantor to the Partnership or a Subsidiary of the Partnership or any other Affiliate of the Partnership, (v) any trade payables of such Subsidiary Guarantor, and (vi) any Indebtedness which is incurred by such Subsidiary Guarantor in violation of this Indenture.

  • Guarantor Senior Indebtedness means all indebtedness, obligations or liabilities of the Guarantor, whether outstanding at the date of effectiveness of the Fifth Supplemental Indenture to the Indenture or thereafter incurred, assumed, guaranteed or otherwise created (including, without limitation, interest accruing on or after a bankruptcy or other similar event, whether or not an allowed claim therein), in respect of (A) indebtedness of the Guarantor for money borrowed, (B) indebtedness evidenced by securities, debentures, bonds, notes or other similar instruments issued by the Guarantor, (C) all capital lease obligations of the Guarantor, (D) all obligations of the Guarantor issued or assumed as the deferred purchase price of property, all conditional sale obligations of the Guarantor and all obligations of such obligor under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business), (E) all obligations of the Guarantor for reimbursement on any letter of credit, banker's acceptance, security purchase facility or similar credit transaction, (F) all obligations of the type referred to in clauses (A) through (E) of other Persons for the payment of which the Guarantor is responsible or liable as obligor, guarantor or otherwise, and (G) all obligations of the type referred to in clauses (A) through (F) of other Persons secured by any lien on any property or asset of the Guarantor (whether or not such obligation is assumed by such obligor), except for any such indebtedness, obligations or liabilities the terms of which expressly provide that such indebtedness, obligation or liability is equal or subordinated in right of payment to the Guarantor's guarantee with respect to the Subject Securities, as the case may be. For greater certainty, "Guarantor Senior Indebtedness" includes all indebtedness, obligations or liabilities between or among the Guarantor and its Affiliates, except for such indebtedness, obligations or liabilities the terms of which expressly provide that such indebtedness, obligation or liability is equal or subordinated in right of payment to the Guarantor's guarantee with respect to the Subject Securities, as the case may be.

  • U.S. Subsidiary Guarantor means each U.S. Subsidiary which has executed and delivered to the U.S. Administrative Agent the U.S. Subsidiary Guaranty (or a supplement thereto).

  • Subsidiary Guaranty Agreement means each unconditional guaranty agreement executed by the Subsidiary Guarantors in favor of the Administrative Agent for the ratable benefit of the Secured Parties, substantially in the form of Exhibit H, as amended, restated, supplemented or otherwise modified from time to time.

  • Additional Subsidiary Guarantor means each Person that becomes a Subsidiary Guarantor after the Closing Date by execution of an Accession Agreement as provided in Section 6.12.

  • Subsidiary Guaranties means the Domestic Subsidiary Guaranty and each Foreign Subsidiary Guaranty.

  • Subsidiary Guarantee Agreement means the Subsidiary Guarantee Agreement, substantially in the form of Exhibit D, made by the Subsidiary Loan Parties in favor of the Administrative Agent for the benefit of the Lenders.

  • Subsidiary Guaranty is defined in Section 9.7(a).

  • Canadian Subsidiary Guarantor each Canadian Subsidiary of any Canadian Borrower which executes and delivers the Canadian Guarantee and Collateral Agreement, in each case, unless and until such time as the respective Canadian Subsidiary Guarantor ceases to constitute a Canadian Subsidiary of the Parent Borrower or is released from all of its obligations under the Canadian Guarantee and Collateral Agreement in accordance with the terms and provisions thereof.

  • Subsidiary Guarantor means each Subsidiary that has executed and delivered a Subsidiary Guaranty.

  • U.S. Subsidiary Guarantors means (a) each Domestic Subsidiary (other than an Unrestricted Subsidiary) on the Closing Date and (b) each Domestic Subsidiary that becomes a party to the Guarantee after the Closing Date pursuant to Section 9.11.

  • Guarantee of the Notes means the guarantee of the Notes given by the Guarantor in the Trust Deed;

  • Guarantor Subordinated Obligations means, with respect to a Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter Incurred) that is expressly subordinated in right of payment to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee pursuant to a written agreement.

  • Guarantor Subordinated Obligation means, with respect to a Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter Incurred) which is expressly subordinate in right of payment to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee pursuant to a written agreement.

  • Non-Guarantor Restricted Subsidiary means any Restricted Subsidiary that is not a Subsidiary Guarantor.

  • Subsidiary Guarantee means any guarantee of the obligations of the Issuers under this Indenture and the Notes by any Subsidiary Guarantor in accordance with the provisions of this Indenture.

  • Guarantor means: .............................................................................................................................................

  • Subsidiary Guarantees means the guarantees of each Subsidiary Guarantor as provided in Article Thirteen.

  • Senior Secured Credit Facility means the Loan and Security Agreement, dated as of May 31, 2017 by and among the Company and Western Alliance Bank (as amended, amended and restated, supplemented or otherwise modified from time to time, subject to the limitations herein).

  • Senior Secured Credit Facilities means the amended and restated senior secured credit facilities dated November 30, 2016 among Studio City Company Limited, the guarantors named therein, the financial institutions named as lenders therein and the agent for such lenders, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, as such facilities may be amended, restated, modified, renewed, supplemented, replaced or refinanced from time to time.

  • Wholly Owned Subsidiary Guarantor any Subsidiary Guarantor that is a Wholly Owned Subsidiary of the Borrower.

  • Subsidiary Guarantors means each direct or indirect Domestic Subsidiary that is a Restricted Subsidiary in existence on the Closing Date or that becomes a party to the Subsidiary Guaranty Agreement pursuant to Section 8.11.

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

  • Senior Subordinated Note Indenture means the Indenture dated as of May 12, 2009, between the Company and U.S. Bank National Association, as trustee, in respect of the 2020 Senior Subordinated Notes and the 2023 Senior Subordinated Notes, as supplemented and amended from time to time.

  • Senior Subordinated Indebtedness means the Securities and any other Indebtedness of the Company that specifically provides that such Indebtedness is to rank pari passu with the Securities in right of payment and is not subordinated by its terms in right of payment to any Indebtedness or other obligation of the Company which is not Senior Indebtedness.

  • Consolidated Senior Indebtedness means, with respect to the Borrower and its Restricted Subsidiaries as of any date of determination on a Consolidated basis without duplication, the sum of (a) all Consolidated Total Indebtedness of the Borrower and its Restricted Subsidiaries minus (b) all Subordinated Indebtedness of the Borrower and its Restricted Subsidiaries.