Last Out Obligations definition

Last Out Obligations means all Obligations under the Loan Documents that are owed by the Loan Parties to the Last Out Term Lenders, in their capacity as such.
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Last Out Obligations the portion of the Notes issued in exchange for contribution by the holders thereof of the Existing Debt on or before September 9, 2020 and Notes issued after September 9, 2020 that are not First Out Notes, excluding the Priority Last Out Notes and the Intermediate Last Out Notes, and in each case, all other Obligations relating thereto.
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Last Out Obligations means, as of any date of determination, all Obligations (i) in respect of the Last Out Term Loans, (ii) consisting of all interest, fees, expenses, costs (including rights to reimbursement from Loan Parties for costs and expenses), premiums, indemnities, other charges and all other amounts in respect of the foregoing and (iii) consisting of all such amounts that are incurred during, or accrue from and after, the commencement of an Insolvency Proceeding (or that would accrue and become due but for the commencement of such Insolvency Proceeding), whether or not such amounts are allowed or allowable in whole or in part in such proceeding. Agreement Among Lenders, entered into, among others, between Lenders and Loan Parties, dated as of February 28, 2022
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Examples of Last Out Obligations in a sentence

  • This Priority Last Out Note has been issued by the Companies in accordance with the terms of the Agreement and the Obligations hereunder constitute Priority Last Out Obligations.

  • In the event that any Last Out Term Lender becomes a judgment lien creditor in respect of any Collateral as a result of its enforcement (in violation of this Agreement) of its rights as an unsecured creditor, such judgment lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Out Obligations) to the same extent as the Last Out Obligations are subject to the terms of this Agreement.

  • Notwithstanding anything contained herein to the contrary, neither (x) the First Lien Last Out Obligations or the Junior DIP Obligations nor (y) the Supplemental Superpriority Claims granted in respect thereof need to be satisfied in full, in cash, solely in the event that such loans are converted into the Exit Facility subject to and in accordance with the conditions to conversion (and any other applicable terms and conditions) set forth in the Supplemental DIP Documents.

  • The priority of the Supplemental DIP Liens in respect of the ABL Priority Collateral, as among the New Money Loans First Lien First Out Obligations, the First Lien Last Out Obligations and the Junior DIP Obligations, shall be as set forth in the Supplemental DIP Documents.

  • The priority of the Supplemental DIP Liens in respect of the ABL Priority Collateral, as among the First Lien First Out Obligations, the First Lien Last Out Obligations and the Junior DIP Obligations, shall be as set forth in the Supplemental DIP Documents.

  • The Note issued to the FF Ventures First Out Purchasers on September 9, 2020 shall constitute First Out Obligations, which shall be pari passu in payment and priority with all other First Out Obligation and senior in payment and priority to the Last Out Obligations as set forth herein.

  • Commencing on the date of the occurrence of a Fundamental Transaction, interest will accrue on the CVR Amount at the interest rate applicable to Intermediate Last Out Obligations, and the Issuers shall pay all such accrued interest in cash on the Maturity Date.

  • For the avoidance of doubt, any potential claim or cause of action against Sentinel Capital Partners, LLC and its affiliated investment funds or investment vehicles managed or advised by it, and its affiliates that directly or indirectly hold interests in the Debtors, in each case unrelated to the Put Purchasers’ interests in the Last Out Obligations and entry into the Put Agreement and Existing Participation Agreement, are unaffected by this Final Order.

  • Notwithstanding anything to the contrary contained in this Exhibit IC-1, so long as, after giving effect to any proposed Debt Transfer, GACP I, L.P. and its Affiliates continue to own and control Last Out Obligations sufficient to independently exercise all rights as the Required Last Out Holders, GACP I, L.P. and its Affiliates shall not be required to comply with the terms of this Section 6(a)(i) with respect to any Debt Transfer proposed by GACP I, L.P. and/or its Affiliates.

  • Notwithstanding the foregoing, any provisions in this paragraph as applied to the Put Purchasers are solely with respect to the Put Purchasers’ interests in the Last Out Obligations and entry into the Put Agreement and Existing Participation Agreement and subject to and only effective upon the Disinterested Director’s Determination and the Challenge Period Termination Date and subject to the rights of the Creditors’ Committee set forth in paragraph 42.


More Definitions of Last Out Obligations

Last Out Obligations means the Obligations in respect of the Last-Out Term Loan, including, without limitation, all interest, fees, costs, charges, expenses, indemnities, and other amounts accrued or charged with respect to any of the foregoing amounts as and when the same accrue or become due and payable, irrespective of whether the same are added to the principal amount of the Last Out Obligations and including the same as would accrue and become due but for the commencement of an Insolvency Proceeding, whether or not such amounts are allowed or allowable, in whole or in part, in any such Insolvency Proceeding.
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Last Out Obligations means, as of any date of determination, all Obligations (i) in respect of the Last Out Term Loans, (ii) consisting of all interest, fees, expenses, costs (including rights to reimbursement from Loan Parties for costs and expenses), premiums, indemnities, other charges and all other amounts in respect of the foregoing and (iii) consisting of all such amounts that are incurred during, or accrue from and after, the commencement of an Insolvency Proceeding (or that would accrue and become due but for the commencement of such Insolvency Proceeding), whether or not such amounts are allowed or allowable in whole or in part in such proceeding.
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Last Out Obligations means any all Obligations described in clause (a) of the definition of Obligations, but only to the extent that such Obligations are owing to Last Out Lenders with respect Last Out Advances, the Last Out Commitments or their Last Out Pro Rata Shares of items pertaining thereto.
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Last Out Obligations means all outstanding Parity Lien Obligations other than First-Out Obligations.
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Related to Last Out Obligations

  • Earn Out Obligations means, with respect to an Acquisition, all obligations of the Borrower or any Subsidiary to make earn out or other contingency payments (including purchase price adjustments, non-competition and consulting agreements, or other indemnity obligations) pursuant to the documentation relating to such Acquisition. For purposes of determining the aggregate consideration paid for an Acquisition at the time of such Acquisition, the amount of any Earn Out Obligations shall be deemed to be the maximum amount of the earn-out payments in respect thereof as specified in the documents relating to such Acquisition. For purposes of determining the amount of any Earn Out Obligations to be included in the definition of Funded Indebtedness, the amount of Earn Out Obligations shall be deemed to be the aggregate liability in respect thereof, as determined in accordance with GAAP.

  • Net Obligation means the amount owed to PJMSettlement and PJM for purchases from the PJM Markets, Transmission Service, (under Tariff, Parts II and III , and other services pursuant to the Agreements, after applying a deduction for amounts owed to a Participant by PJMSettlement as it pertains to monthly market activity and services. Should other markets be formed such that Participants may incur future Obligations in those markets, then the aggregate amount of those Obligations will also be added to the Net Obligation.

  • Loan Obligations means (a) the due and punctual payment by the Borrower of (i) the unpaid principal of and 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 the Loans made to the Borrower under this Agreement, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrower under this Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) and obligations to provide Cash Collateral and (iii) all other monetary obligations of the Borrower owed under or pursuant to this Agreement and each other Loan Document, 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), and (b) the due and punctual payment of all obligations of each other Loan Party under or pursuant to each of the Loan Documents.

  • Credit Facility Obligations means all “Obligations” (or any other defined term having a similar purpose) as defined in the Credit Agreement.

  • Debt Obligations means any debt obligations issued or guaranteed by the Government of Japan.

  • L/C Obligations means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.09. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

  • Credit Obligations means all principal, interest, fees, reimbursements, indemnifications, and other amounts now or hereafter owed by the Borrower to the Agent and the Banks (or with respect to the Interest Hedge Agreements, any Affiliates of the Banks) under this Agreement, the Notes, the Letter of Credit Documents, and the other Credit Documents and any increases, extensions, and rearrangements of those obligations under any amendments, supplements, and other modifications of the documents and agreements creating those obligations.

  • Overdraft Obligations means, with respect to any Portfolio, the amount of any outstanding Overdraft(s) provided by the Custodian to such Portfolio together with all accrued interest thereon.

  • DIP Obligations means “DIP Obligations” as defined in the DIP Order.

  • Relevant Obligations means the Obligations constituting Bonds and Loans of the Reference Entity outstanding immediately prior to the effective date of the Succession Event, excluding any debt obligations outstanding between the Reference Entity and any of its Affiliates, as determined by the Calculation Agent. The Calculation Agent will determine the entity which succeeds to such Relevant Obligations on the basis of the Best Available Information. If the date on which the Best Available Information becomes available or is filed precedes the legally effective date of the relevant Succession Event, any assumptions as to the allocation of obligations between or among entities contained in the Best Available Information will be deemed to have been fulfilled as of the legally effective date of the Succession Event, whether or not this is in fact the case.

  • Liquidity Obligations means all principal, interest, fees and other amounts owing to the Liquidity Providers under the Liquidity Facilities, Section 8.1 of the Participation Agreements or the Fee Letters.

  • Term Loan Obligations means the “Obligations” as defined in the Term Loan Credit Agreement.

  • Investment Obligations means and include, except as otherwise provided in the Supplemental Indenture providing for the authorization of Bonds, any of the following securities, if and to the extent that such securities are legal investments for funds of the Issuer;

  • Revolving Loan Obligations means any Obligations with respect to the Revolving Loans (including without limitation, the principal thereof, the interest thereon, and the fees and expenses specifically related thereto).

  • Unliquidated Obligations means, at any time, any Secured Obligations (or portion thereof) that are contingent in nature or unliquidated at such time, including any Secured Obligation that is: (i) an obligation to reimburse a bank for drawings not yet made under a letter of credit issued by it; (ii) any other obligation (including any guarantee) that is contingent in nature at such time; or (iii) an obligation to provide collateral to secure any of the foregoing types of obligations.

  • Swap Agreement Obligations means any and all obligations of the Loan Parties and their Subsidiaries, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (a) any Swap Agreement permitted hereunder with a Lender or an Affiliate of a Lender, and (b) any cancellations, buy backs, reversals, terminations or assignments of any Swap Agreement transaction permitted hereunder with a Lender or an Affiliate of a Lender.

  • Contract Obligations means all contractual obligations of a Pledgor under the Call Option Agreement and Proxy Agreement; all contractual obligations of a Target Company under the Exclusive Service Agreement, Call Option Agreement, Proxy Agreement; and all contractual obligations of a Pledgor under this Agreement.

  • Credit Agreement Obligations means the “Obligations” as defined in the Credit Agreement.

  • Finance Obligations means, at any date, (i) all Senior Credit Obligations, (ii) all Swap Obligations of a Loan Party permitted hereunder owed or owing to any Swap Creditor and (iii) all Cash Management Obligations.

  • Loan obligation means a bond, note, or other evidence of an obligation issued by a qualified borrower.

  • Discount Obligation means any Collateral Debt Obligation acquired by, or on behalf of, the Issuer for a purchase price (excluding accrued interest thereon) of less than 90 per cent. of the principal amount of such Collateral Debt Obligation, provided that such Collateral Debt Obligation shall cease to be a Discount Obligation where the Market Value thereof for any period of 30 consecutive Business Days (excluding any period in which the Market Value of such Collateral Debt Obligations cannot be determined pursuant to paragraphs (a) or (b) of the definition of “Market Value”) equals or exceeds 95 per cent. of the principal amount of such Collateral Debt Obligation (as certified by the Collateral Manager to the Issuer, Trustee and Collateral Administrator).

  • Collateral Debt Obligation means any debt obligation or debt security purchased by or on behalf of the Issuer from time to time (or, if the context so requires, to be purchased by or on behalf of the Issuer) each of which satisfies the Eligibility Criteria, in the case of Synthetic Securities and Non-Euro Obligations, to the extent required to do so. References to Collateral Debt Obligations shall not include Collateral Enhancement Obligations, Eligible Investments or Exchanged Equity Securities. Obligations which are to constitute Collateral Debt Obligations in respect of which the Issuer has entered into a binding commitment to purchase but which have not yet settled shall be included as Collateral Debt Obligations in the calculation of the Portfolio Profile Tests at any time as if such purchase had been completed. For the avoidance of doubt, the failure of any obligation to satisfy the Eligibility Criteria at any time after the Issuer or the Investment Manager on behalf of the Issuer has entered into a binding agreement to purchase it, shall not cause such obligation to cease to constitute a Collateral Debt Obligation.

  • Loan Document Obligations means (a) the due and punctual payment by the Borrower of (i) the principal of and 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 the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrower under this Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral and (iii) all other monetary obligations of the Borrower under this Agreement and each of the other Loan Documents, including obligations to pay fees, expense reimbursement obligations (including with respect to attorneys’ fees) 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) the due and punctual performance of all other obligations of the Borrower under or pursuant to this Agreement and each of the other Loan Documents and (c) the due and punctual payment and performance of all the obligations of each other Loan Party under or pursuant to each of the Loan Documents (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), in each case of clauses (a), (b) and (c), whether now or hereafter owing.

  • L/C Reimbursement Obligation means, for any Letter of Credit, the obligation of the Borrower to the L/C Issuer thereof, as and when matured, to pay all amounts drawn under such Letter of Credit.

  • debt obligation means a public security, as defined by Government Code 1201.002, secured by and payable from ad valorem taxes. The term does not include public securities that are designated as self-supporting by the political subdivision issuing the securities. Gov’t Code 1251.051(1)

  • Hedge Obligations means any and all obligations or liabilities, whether absolute or contingent, due or to become due, now existing or hereafter arising, of each Loan Party and its Subsidiaries arising under, owing pursuant to, or existing in respect of Hedge Agreements entered into with one or more of the Hedge Providers.