Senior Facility Debt definition

Senior Facility Debt means any Debt outstanding from time to time under the Senior Facility Documents, provided the aggregate principal amount of such Debt (including any Reimbursement Obligations) shall not exceed $400,000,000.
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Senior Facility Debt means any and all obligations, liabilities and indebtedness of every kind, nature and description owing by any Obligor to Senior Creditors (or any lender party to Permitted Refinancing Documents) and, with respect to Hedging Liability and Bank Product Liability (each as defined in the Senior Facility Loan Agreement), their Affiliates (as defined in the Senior Facility Loan Agreement), evidenced by or arising under the Senior Facility Loan Documents, whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, including principal, interest, charges, fees, costs, contingent reimbursement obligations under any outstanding letters of credit, indemnities and expenses, however evidenced, whether as principal, surety, endorser, guarantor or otherwise, whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of the Senior Facility Loan Agreement not prohibited under Section 5.7 hereof (and including all of the “Secured Obligations,” as defined in the Senior Facility Loan Agreement, and the payment of interest which would accrue and become due but for the commencement of any Insolvency Proceeding (as hereinafter defined) whether or not such interest is allowed or allowable in whole or in part in any such Insolvency Proceeding). The aggregate principal amount of all advances made under the Senior Facility Loan Documents, plus the undrawn face amount of letters of credit outstanding thereunder (but excluding, in any event, principal consisting of fees and expense reimbursements due and payable under and added to principal in accordance with the Senior Facility Loan Documents, and interest, including default interest, added to principal) shall not exceed the Maximum Senior Facility Debt at any time. For avoidance of doubt, Senior Creditors and Subordinated Creditors acknowledge that in the event the amounts referenced in the immediately preceding sentence at any time exceed the Maximum Senior Facility Debt, (i) the existence of such excess shall not impair or otherwise affect the subordination arrangements provided for herein with respect to that portion of such amounts that fall within the Maximum Senior Facility Debt, but (ii) all such excess, together with all interest charged thereon and all fees charged in respect thereof, shall not constitute Senior Facility Debt hereunder and shall be subordinated to the Subordinated Indebtedness ...
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Senior Facility Debt is hereby amended and restated to read as follows: "Senior Facility Debt" means any Debt outstanding from time to time under the Senior Facility Documents, provided the aggregate principal amount of such Debt (including any Reimbursement Obligations, but excluding interest accrued whether or not added to the principal amount) shall not exceed $425,000,000.
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Examples of Senior Facility Debt in a sentence

  • To induce Senior Creditors to enter into the Senior Facility Loan Agreement and to make loans and advances thereunder, notwithstanding any other provision of the Subordinated Loan Documents to the contrary, any Distribution with respect to the Subordinated Indebtedness is and shall be expressly junior and subordinated in right and time of payment as set forth herein to all amounts due and owing upon all Senior Facility Debt outstanding from time to time.

  • This Subordination and Intercreditor Agreement is a continuing agreement and shall remain in full force and effect until the Senior Facility Debt is Paid In Full.

  • Any such Distribution (except Reorganization Securities) which would, but for the provisions hereof, be payable or deliverable in respect of the Subordinated Indebtedness, shall be paid or delivered directly to Senior Agent until all amounts owing upon Senior Facility Debt shall have been Paid In Full.

  • Each Obligor shall be deemed to consent to any such assignment notwithstanding anything to the contrary contained in the Senior Facility Debt Documents.

  • Total System Recoverable Expenses (Lines 7 & 8) $2,046,811$2,046,491$2,066,885$2,085,621$2,082,722$2,079,305$2,057,903$2,054,309$2,050,715$2,047,452$2,044,208$2,040,632$24,703,053 (a) Applicable beginning of period and end of period depreciable base by production plant name(s), unit(s), or plant account(s).

  • Each Subordinated Lender that elects to exercise such option shall have the option to purchase up to such Subordinated Lender’s pro rata share of the Senior Facility Debt (such pro rata share being based on the principal amount of Subordinated Indebtedness held by Subordinated Creditors participating in such purchase, with each Subordinated Lender’s right to purchase being automatically proportionately increased by the amount not purchased by another Subordinated Lender).

  • On or before Monday, December 18, 2023, the parties shall confer in person or via telephone in a good faith effort to agree about the amount of attorney's fees and costs awarded pursuant to this Order.

  • Subordinated Creditors agree not to initiate, prosecute or participate in any claim, action or other proceeding challenging or contesting the enforceability, validity, attachment, perfection or priority of the Senior Facility Debt or any Liens securing the Senior Facility Debt.

  • In the event of an Insolvency Proceeding relative to any Obligor, the Senior Facility Debt shall be Paid In Full before any Distribution (other than a Distribution of Reorganization Securities) shall be made on account of any Subordinated Indebtedness.

  • As between Senior Creditors and Subordinated Creditors, the terms of this Subordination and Intercreditor Agreement shall govern even if all or a portion of the Senior Facility Debt or the Subordinated Indebtedness, as the case may be, or the Liens securing payment of the Senior Facility Debt, are voided, disallowed, or otherwise invalidated or reduced in priority.


More Definitions of Senior Facility Debt

Senior Facility Debt means all present and future moneys, debts and liabilities due, owing or incurred by any Obligor to any Senior Finance Party under or in connection with any Senior Finance Document, (in each case, whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently, and whether as principal, surety or otherwise), together with any related Additional Debt but excluding any Hedging Debt.
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Senior Facility Debt has the meaning given to such term in the Senior Subordination Agreement.
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Related to Senior Facility Debt

  • Senior Facility has the meaning given to the term “Facility” in the Senior Facilities Agreement.

  • Credit Facility Indebtedness means any and all amounts, whether outstanding on the Issue Date or thereafter Incurred, payable under or in respect of any Credit Facility, including without limitation principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company or any Restricted Subsidiary whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, guarantees, other monetary obligations of any nature and all other amounts payable thereunder or in respect thereof.

  • Senior Facilities means the Credit Agreement and any Additional Senior Debt Facilities.

  • First Lien Indebtedness means any Indebtedness for borrowed money (which, for the avoidance of doubt, does not include Purchase Money Indebtedness, and any related Liens thereto) secured by a Lien on any assets of the Issuer or any Restricted Subsidiary ranking pari passu with the Liens securing the Notes Obligations.

  • Credit Agreement Refinancing Indebtedness means (a) Permitted First Priority Refinancing Debt, (b) Permitted Junior Priority Refinancing Debt or (c) Permitted Unsecured Refinancing Debt, in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace, repurchase, retire or refinance, in whole or part, existing Term Loans, or any then-existing Credit Agreement Refinancing Indebtedness (“Refinanced Debt”); provided that (i) such Indebtedness has a maturity no earlier, and a Weighted Average Life to Maturity equal to or greater, than 91 days after the Latest Maturity Date at the time such Indebtedness is incurred, (ii) such Indebtedness shall not have a greater principal amount (or accreted value, if applicable) than the principal amount (or accreted value, if applicable) of the Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees and expenses associated with the refinancing, (iii) the terms and conditions of such Indebtedness (except as otherwise provided in clause (ii) above and with respect to pricing, rate floors, discounts, premiums and optional prepayment or redemption terms) are substantially identical to, or (taken as a whole) are no more favorable to the lenders or holders providing such Indebtedness, than those applicable to the Refinanced Debt being refinanced (except for covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of incurrence of such Indebtedness) (provided that a certificate of a Responsible Officer delivered to the Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Parent Borrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (iii) shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Agent notifies the Parent Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)), and (iv) such Refinanced Debt shall be repaid, repurchased, retired, defeased or satisfied and discharged, and all accrued interest, fees, premiums (if any) and penalties in connection therewith shall be paid, on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained.

  • Second Lien Indebtedness means the Indebtedness of the Loan Parties owing to the Second Lien Agent and the Second Lien Lenders under the Second Lien Credit Agreement, which Indebtedness is on terms and conditions reasonably acceptable to the Collateral Agent.

  • Secured Longer-Term Indebtedness means, as at any date, Indebtedness for borrowed money (other than Indebtedness hereunder) of the Borrower (which may be Guaranteed by Subsidiary Guarantors) that (a) has no amortization (other than for amortization in an amount not greater than 1% of the aggregate initial principal amount of such Indebtedness per annum (or an amount in excess of 1% of the aggregate initial principal amount of such Indebtedness per annum on terms mutually agreeable to the Borrower and the Required Lenders)) or mandatory redemption, repurchase or prepayment prior to, and a final maturity date not earlier than, six months after the Maturity Date; (b) is incurred pursuant to documentation containing (i) financial covenants, covenants governing the borrowing base, if any, covenants regarding portfolio valuations, and events of default that are no more restrictive in any respect than those set forth in this Agreement (other than, if such Indebtedness is governed by a customary indenture or similar instrument, events of default that are customary in indentures or similar instruments and that have no analogous provisions in this Agreement or credit agreements generally) (provided that, upon the Borrower’s request, this Agreement will be deemed to be automatically amended (and, upon the request of the Administrative Agent or the Required Lenders, the Borrower and the Lenders shall enter into a document evidencing such amendment), mutatis mutandis, to make such covenants more restrictive in this Agreement as may be necessary to meet the requirements of this clause (b)(i)) and (ii) other terms (other than interest and any commitment or related fees) that are no more restrictive in any material respect than those set forth in this Agreement; and (c) ranks pari passu with the obligations under this Agreement and is not secured by any assets of any Person other than any assets of any Obligor pursuant to the Security Documents and the holders of which, or the agent, trustee or representative of such holders on behalf of and for the benefit of such holders, have agreed to be bound by the provisions of the Security Documents in a manner reasonably satisfactory to the Administrative Agent and the Collateral Agent. For the avoidance of doubt, (a) Secured Longer-Term Indebtedness shall also include any refinancing, refunding, renewal or extension of any Secured Longer-Term Indebtedness so long as such refinanced, refunded, renewed or extended Indebtedness continues to satisfy the requirements of this definition and (b) any payment on account of Secured Longer-Term Indebtedness shall be subject to Section 6.12.

  • Credit Facility Documents means the collective reference to any Credit Facility, any notes issued pursuant thereto and the guarantees thereof, and the collateral documents relating thereto, as amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified, in whole or in part, from time to time.

  • Credit Facility shall include any agreement or instrument (1) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby, (2) adding Subsidiaries of the Company as additional borrowers or guarantors thereunder, (3) increasing the amount of Indebtedness Incurred thereunder or available to be borrowed thereunder or (4) otherwise altering the terms and conditions thereof.

  • Second Lien Debt means the indebtedness under the Second Lien Indenture Notes issued on the date hereof and guarantees thereof and all additional indebtedness incurred under any Additional Second Lien Documents and all additional indebtedness in respect of Additional Notes and guarantees thereof, in each case, that was permitted to be incurred and secured in accordance with the Secured Debt Documents and with respect to which the requirements of Section 4.04(b) have been (or are deemed) satisfied, and all Indebtedness incurred under any Second Lien Substitute Facility.

  • Senior Credit Facility shall include any agreement (i) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby, (ii) adding Subsidiaries of the Company as additional borrowers or guarantors thereunder, (iii) increasing the amount of Indebtedness Incurred thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms and conditions thereof.

  • Securitization Indebtedness means (i) Indebtedness of the Company or any of its Restricted Subsidiaries incurred pursuant to on-balance sheet Securitizations treated as financings and (ii) any Indebtedness consisting of advances made to the Company or any of its Restricted Subsidiaries based upon securities issued by a Securitization Entity pursuant to a Securitization and acquired or retained by the Company or any of its Restricted Subsidiaries.

  • First Lien Debt means the Initial First Lien Debt and any Additional First Lien Debt.

  • Unsecured Longer-Term Indebtedness means any Indebtedness of the Borrower that (a) has no amortization or mandatory redemption, repurchase or prepayment prior to, and a final maturity date not earlier than, six months after the Maturity Date (it being understood that (i) the conversion features into Permitted Equity Interests under convertible notes (as well as the triggering of such conversion and/or settlement thereof solely with Permitted Equity Interests) shall not constitute “amortization” for the purposes of this definition and (ii) any mandatory redemption, repurchase or prepayment obligation or put right that is contingent upon the happening of an event that is not certain to occur (including, without limitation, a change of control or bankruptcy) shall not in and of itself be deemed to disqualify such Indebtedness under this clause (a) (notwithstanding the foregoing, in this clause (ii), the Borrower acknowledges that any payment prior to the Termination Date in respect of any such obligation or right shall only be made to the extent permitted by Section 6.12)), (b) is incurred pursuant to terms that are substantially comparable to market terms for substantially similar debt of other similarly situated borrowers as reasonably determined in good faith by Borrower (other than financial covenants and events of default, which shall be no more restrictive upon the Borrower and its Subsidiaries, prior to the Termination Date, than those set forth in this Agreement) (it being understood that put rights or repurchase or redemption obligations arising out of circumstances that would be Events of Default under this Agreement shall not be deemed to be more restrictive for purposes of this definition), and (c) is not secured by any assets of any Person. For the avoidance of doubt, Unsecured Longer-Term Indebtedness shall also include any refinancing, refunding, renewal or extension of any Unsecured Longer-Term Indebtedness so long as such refinanced, refunded, renewed or extended Indebtedness continues to satisfy the requirements of this definition.

  • Senior Funded Debt means all Funded Debt (except Funded Debt, the payment of which is subordinated to the payment of the Notes).

  • Second Lien Facility means the second lien term loan facility under the Second Lien Credit Agreement.

  • ABL Facility Documents means the agreements and other instruments governing the ABL Facility, together with any guarantees thereof and any security documents, other collateral documents and other instruments relating thereto (including documents and instruments governing Hedging Obligations required by the ABL Facility or relating to ABL Obligations).

  • Senior ABL Facility shall include any agreement (i) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby, (ii) adding Subsidiaries of the Company as additional borrowers or guarantors thereunder, (iii) increasing the amount of Indebtedness Incurred thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms and conditions thereof.

  • Consolidated First Lien Secured Debt means Consolidated Total Debt as of such date that is not Subordinated Indebtedness and is secured by a Lien on all of the Collateral that ranks on an equal priority basis (but without regard to the control of remedies) with Liens on all of the Collateral securing the Obligations.

  • Senior Unsecured Indebtedness means Indebtedness that is not subordinated to any other Indebtedness and is not secured or supported by a guarantee, letter of credit or other form of credit enhancement.

  • Consolidated First Lien Indebtedness means Consolidated Indebtedness that is secured by a first priority Lien (other than Permitted Liens) on assets of any Borrower or Restricted Subsidiary.

  • Closing Date Indebtedness means the aggregate amount of all Indebtedness of the Company Group as of the time of Closing (other than any Indebtedness included in Holder Expenses).

  • Permitted Unsecured Refinancing Debt means Credit Agreement Refinancing Indebtedness in the form of unsecured Indebtedness (including any Registered Equivalent Notes) incurred by the Borrower in the form of one or more series of senior unsecured notes or loans; provided that such Indebtedness (i) constitutes Credit Agreement Refinancing Indebtedness and (ii) meets the Permitted Other Debt Conditions.

  • Consolidated First Lien Debt means, as to any Person at any date of determination, the aggregate principal amount of Consolidated Total Debt outstanding on such date that is secured by a first priority Lien on any asset or property of such Person or its Restricted Subsidiaries that constitutes Collateral.

  • Second Lien Notes Documents means the Second Lien Notes Indenture, the Second Lien Notes and all other agreements, instruments and other documents pursuant to which the Second Lien Notes have been or will be issued or otherwise setting forth the terms of the Second Lien Notes.

  • Specified Refinancing Debt has the meaning specified in Section 2.18(a).