Sponsor Subordinated Indebtedness definition

Sponsor Subordinated Indebtedness means Subordinated Indebtedness of the Credit Parties in a principal amount not to exceed at any time outstanding $15,000,000 (exclusive of capitalized interest and fees) owing to one or more members of the Sponsor Group on the following terms: interest, fees and expenses that are exclusively payment in kind until the payment in full in cash of the Obligations, no amortization or redemption until the payment in full in cash of the Obligations, a maturity date that is at least one (1) year after the Maturity Date, covenants and events of default no more restrictive than in this Agreement (with a cushion of at least 15% in the case of negative and financial covenants and events of default (with no cross default or cross acceleration to the Obligations)) and other terms (including payment and lien subordination terms) reasonably acceptable to the Agent; provided it is further understood and agreed that such Indebtedness shall not be assignable to any Person other than a member of the Sponsor Group without the prior written consent of the Agent and any Liens granted to secure such Indebtedness shall be silent second liens with no enforcement rights either prior to or during any insolvency proceeding until the Obligations are paid in full in cash and no voting or other rights of a secured creditor in bankruptcy other than the obligation to vote in favor of any plan of reorganization that the holders of the Obligations vote in favor of and to vote in favor of any debtor in possession financing proposed by the holders of the Obligations; provided that there shall be no limitation on the Sponsor Group’s ability to vote or exercise other rights of an equity holder in bankruptcy.
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Sponsor Subordinated Indebtedness means Subordinated Indebtedness of the Credit Parties owing to one or more members of the Sponsor Group on the following terms: interest, fees and expenses that are exclusively payment in kind until the payment in full in cash of the Obligations, no amortization or redemption until the payment in full in cash of the Obligations, a maturity date that is at least one (1) year after the Maturity Date, covenants and events of default no more restrictive than in this Agreement (with a cushion of at least 15% in the case of negative and financial covenants and events of default (with no cross default or cross acceleration to the Obligations)) and other terms (including payment and lien subordination terms) reasonably acceptable to Required Lenders; provided it is further understood and agreed that such Indebtedness shall not be assignable to any Person other than a member of the Sponsor Group without the prior written consent of the Agent and any Liens granted to secure such Indebtedness shall be silent second liens with no enforcement rights either prior to or during any insolvency proceeding until the Obligations are paid in full in cash and no voting or other rights of a secured creditor in bankruptcy other than the obligation to vote in favor of any plan of reorganization that the holders of the Obligations vote in favor of and to vote in favor of any debtor in possession financing proposed by the holders of the Obligations; provided that there shall be no limitation on the Sponsor Group’s ability to vote or exercise other rights of an equity holder in bankruptcy.
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Sponsor Subordinated Indebtedness means unsecured Indebtedness of the Borrower that (A) is by its terms expressly deeply subordinated in right of payment to the Obligations on terms and conditions reasonably acceptable to the Administrative Agent, (B) the terms of which provides for payment of interest in kind, in lieu of cash, (C) the terms of which do not provide for any (x) scheduled repayment, amortization payment, maturity date, mandatory redemption or sinking fund obligation prior to the date that is six months after the Term Maturity Date, (y) financial maintenance covenants or (z) any cross default to the Indebtedness hereunder and (D) is otherwise on terms and conditions (including all economic terms and absence of covenants) reasonably acceptable to the Administrative Agent.
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Examples of Sponsor Subordinated Indebtedness in a sentence

  • Not make any redemption, prepayment (whether mandatory or optional), defeasance, repurchase or any other payment in respect of any Subordinated Indebtedness or Sponsor Subordinated Indebtedness or set aside funds for the foregoing, except as otherwise permitted by the applicable intercreditor and subordination agreement.

  • For the avoidance of doubt, the proceeds of equity contributions from the Sponsor, any Qualified Purchaser and their Affiliates, and any proceeds of Sponsor Subordinated Indebtedness, shall not be considered to be Operating Revenues under the Loan Documents.

  • On and following the Closing Date, (A) each Guarantor (other than SREC Guarantor) shall, and Borrower shall cause each Guarantor (other than SREC Guarantor) to, deposit the proceeds of all Guarantor Collections into the Guarantor Account held by such Guarantor and (B) the Borrower may deposit equity contributions and the proceeds of Sponsor Subordinated Indebtedness in accordance with Section 4.01(j) (Equity Contributions and Sponsor Subordinated Indebtedness).

  • The Supplemental June 2011 Loan, if ever, made following the occurrence of the conditions set forth in the definition of Triggering Event and made prior to September 23, 2012 or prior to the consummation of the Rights Offering, shall constitute the Supplemental June 2011 Plan Sponsor Subordinated Indebtedness.

  • The Term Loan made on the Effective Date constitutes the June 2011 Plan Sponsor Subordinated Indebtedness, the Term Loan, if ever, made following the Trigger Event constitutes the Supplemental June 2011 Plan Sponsor Subordinated Indebtedness and the Indebtedness incurred by Borrower pursuant to Article IV constitutes Plan Sponsor Subordinated Indebtedness.

  • Confidential information shall not include information that either: (a) is in the public domain, or becomes part of the public domain, after disclosure to Apix through no fault of Apix; or (b) is disclosed to Apix by a third party, provided Apix does not have actual knowledge that such third party is prohibited from disclosing such information.

  • The June 2011 Loan constitutes the June 2011 Plan Sponsor Subordinated Indebtedness.

  • The Mayflower L/C, including each L/C Disbursement thereunder, constitutes Plan Sponsor Subordinated Indebtedness (as defined in the Exit Facility) and Subordinated Debt (as defined in the Intercreditor Agreement).

  • Each of the Loans and the obligations of the Borrower hereunder constitute Plan Sponsor Subordinated Indebtedness.

  • The first one corresponds to RCS measured in an anecho- ic chamber at the Centre Commun de Ressources en Mi-croondes (CCRM) in Marseille, France.


More Definitions of Sponsor Subordinated Indebtedness

Sponsor Subordinated Indebtedness means any subordinated Indebtedness of a Credit Party owed to the Sponsor and certain other investors in the Borrower; provided that (i) such Indebtedness shall be unsecured, (ii) such Indebtedness shall be subordinated to the obligations hereunder in a manner reasonably acceptable to the Required Lenders, (iii) the representations, covenants and events of default in respect of such Indebtedness (other than interest rate and fees) are no more restrictive on the obligor thereon than the representations, covenants and events of default in the Credit Documents and (iv) the maturity date of such Indebtedness shall be no earlier than six months following the Term Loan Maturity Date and such Indebtedness shall not be subject to amortization or prepayment prior to such date (other than in the case of a bankruptcy of any Credit Party).
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Sponsor Subordinated Indebtedness means any unsecured Indebtedness of the Borrower to, or held by, the Sponsor or a Qualified Purchaser which is contractually subordinated to the Obligations pursuant to an instrument in writing containing subordination provisions substantially in the form of Exhibit G (Terms of Subordination), and pledged by such Sponsor or Qualified Purchaser to the Collateral Agent as contemplated in Exhibit G (Terms of Subordination), or which is otherwise satisfactory to the Administrative Agent (acting on the written instructions of the Majority Lenders). FIXED RATE LOAN AGREEMENT [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION.
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Sponsor Subordinated Indebtedness means any unsecured Indebtedness of the Borrower to, or held by, the Sponsor or a Qualified Purchaser which is contractually subordinated to the Obligations pursuant to an instrument in writing containing subordination provisions substantially in the form of Exhibit G ( Terms of Subordination ), and pledged by such Sponsor or Qualified Purchaser to the Collateral Agent as contemplated in Exhibit G ( Terms of Subordination ), or which is otherwise satisfactory to the Administrative Agent (acting on the written instructions of the Majority Lenders).
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Sponsor Subordinated Indebtedness means unsecured Indebtedness, as to any Person, owing to an Affiliate of such Person, no part of the principal or interest of which is
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Related to Sponsor Subordinated Indebtedness

  • 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.

  • Junior Subordinated Indebtedness means the principal of (and premium, if any) and unpaid interest on (a) indebtedness of the Company (including indebtedness of others guaranteed by the Company), whether outstanding on the date hereof or thereafter created, incurred, assumed or guaranteed, for money borrowed, which in the instrument creating or evidencing the same or pursuant to which the same is outstanding it is provided that such indebtedness ranks junior in right of payment to the Company’s Senior Indebtedness and Senior Subordinated Indebtedness and equally and pari passu in right of payment to any other Junior Subordinated Indebtedness, (b) Junior Subordinated Securities, and (c) renewals, extensions, modifications and refinancings of any such indebtedness.

  • Permitted Subordinated Indebtedness means Indebtedness incurred after the Closing Date by the Borrower or the Subsidiaries that is (i) subordinated to the Obligations and all other Indebtedness owing from the Borrower or the Subsidiaries to the Lender pursuant to a written subordination agreement satisfactory to the Lender in its sole discretion and (ii) in an amount and on terms approved by the Lender in its sole discretion.

  • Permitted Subordinated Debt means Indebtedness of any of the Borrowers which has been subordinated and made junior to the Full Payment of the Obligations, and evidenced as such by a subordination agreement containing subordination provisions substantially in the form of Exhibit I, or otherwise in form and substance reasonably satisfactory to the Administrative Agent; provided that (a) at the time such Permitted Subordinated Debt is incurred, no Default or Event of Default has occurred or would occur as a result of such incurrence, and (b) the documentation evidencing such Permitted Subordinated Debt shall have been delivered to the Administrative Agent and shall contain all of the following characteristics: (i) it shall be unsecured, (ii) it shall bear interest at a rate not to exceed the market rate as determined in good faith by the applicable Borrower, (iii) it shall not require unscheduled principal repayments thereof prior to the maturity date of such debt, (iv) if it has any covenants, such covenants (including covenants relating to incurrence of indebtedness) shall be less restrictive than those set forth herein, (v) it shall have no restrictions on the Borrowers’ ability to grant liens securing indebtedness ranking senior to such Permitted Subordinated Debt, (vi) it shall permit the incurrence of senior indebtedness under this Agreement, (vii) it may be cross-accelerated with the Obligations and other senior indebtedness of the Borrowers (but shall not be cross-defaulted except for payment defaults which the senior lenders have not waived) and may be accelerated upon bankruptcy, and (viii) it shall provide for the complete, automatic and unconditional release of any and all guarantees of such Permitted Subordinated Debt granted by any Borrower in the event of the sale by any Person of such Borrower or the sale by any Person of all or substantially all of such Borrower’s assets (including in the case of a foreclosure).

  • Senior Subordinated Debt means the Indebtedness represented by the Senior Subordinated Notes (including the Note Guarantees, Exchange Notes (each as defined in the Senior Subordinated Debt Documents), guarantees of Exchange Notes and any replacement Exchange Notes).

  • Junior Subordinated Debt means (a) subordinated junior deferrable interest debentures of the Borrower, (b) the related preferred securities, if applicable, of Subsidiaries of the Borrower and (c) the related subordinated guarantees, if applicable, of the Borrower, in each case, from time to time outstanding.

  • Subordinated Indebtedness means any Indebtedness of the Borrower or any Subsidiary the payment of which is subordinated to payment of the obligations under the Loan Documents.

  • 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.

  • Eligible Subordinated Debt means, at any time in respect of any issuer, each series of the issuer’s then-outstanding long-term indebtedness for money borrowed that (a) upon a bankruptcy, liquidation, dissolution or winding up of the issuer, ranks subordinate to the issuer’s then outstanding series of indebtedness for money borrowed that ranks most senior, (b) is then assigned a rating by at least one NRSRO (provided that this clause (b) shall apply on a Redesignation Date only if on such date the issuer has outstanding subordinated long-term indebtedness for money borrowed that satisfies the requirements in clauses (a), (c) and (d) that is then assigned a rating by at least one NRSRO), (c) has an outstanding principal amount of not less than $100,000,000, and (d) was issued through or with the assistance of a commercial or investment banking firm or firms acting as underwriters, initial purchasers or placement or distribution agents. For purposes of this definition as applied to securities with a CUSIP number, each issuance of long-term indebtedness for money borrowed that has (or, if such indebtedness is held by a trust or other intermediate entity established directly or indirectly by the issuer, the securities of such intermediate entity that have) a separate CUSIP number shall be deemed to be a series of the issuer’s long-term indebtedness for money borrowed that is separate from each other series of such indebtedness.

  • Senior Subordinated Indenture means the Indenture, dated as of August 30, 2007, among the Company, the subsidiary guarantors party thereto from time to time and Xxxxx Fargo Bank, National Association, as trustee, governing the 13.5% Senior Subordinated Notes due 2015 of the Company, as the same may be amended, supplemented, waived or otherwise modified from time to time.

  • Junior Subordinated Payment has the meaning specified in Section 13.2.

  • Junior Subordinated Notes means the $__________ aggregate principal amount of the Depositor's Series __ ____% Junior Subordinated Notes due ____ __, ____, issued pursuant to the Subordinated Indenture.

  • Senior Subordinated Notes means $200,000,000 in aggregate principal amount of the Borrower’s 10.75% senior subordinated notes due 2016.

  • Subordinated Indebtedness Documents means any document, agreement or instrument evidencing any Subordinated Indebtedness or entered into in connection with any Subordinated Indebtedness.

  • Existing Senior Subordinated Notes means the Company’s existing 8% Senior Subordinated Notes due 2015.

  • Related Indebtedness means any and all indebtedness paid or payable by Borrower to Administrative Agent or any Lender pursuant to any Loan Document other than any Note.

  • Permitted Unsecured Indebtedness means Indebtedness of the Borrower or any Restricted Subsidiary (a) that is not (and any Guarantees thereof by the Borrower or Restricted Subsidiaries are not) secured by any collateral (including the Collateral), (b) that does not mature earlier than the date that is 91 days after the latest maturity date under this Agreement then in effect, and has a weighted average life to maturity no shorter than the Class of Term Loans with the latest maturity date in effect at the time of incurrence of such Indebtedness, (c) that, in the case of such Indebtedness in the form of bonds, debentures, notes or similar instrument, does not provide for any amortization, mandatory prepayment, redemption or repurchase (other than upon a change of control, fundamental change, customary asset sale or event of loss mandatory offers to purchase and customary acceleration rights after an event of default and, for the avoidance of doubt, rights to convert or exchange in the case of convertible or exchangeable Indebtedness) prior to the date that is the latest maturity date in effect at the time of incurrence of such Indebtedness, (d) that contains covenants, events of default, guarantees and other terms that are customary for similar Indebtedness in light of then-prevailing market conditions and, when taken as a whole (other than interest rates, rate floors, fees and optional prepayment or optional redemption terms), are not more favorable to the lenders or investors providing such Permitted Unsecured Indebtedness, as the case may be, than those set forth in the Loan Documents are with respect to the Lenders (other than covenants or other provisions applicable only to periods after the latest maturity date under this Agreement then in effect); provided that a certificate of a Financial Officer of the Borrower delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness or the modification, refinancing, refunding, renewal or extension thereof (or such shorter period of time as may reasonably be agreed by the Administrative Agent), together with a reasonably detailed description of the material terms and conditions of such resulting Indebtedness or drafts of the material definitive documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements shall be conclusive, and (e) that is not guaranteed by any Person other than on an unsecured basis by Loan Parties.

  • Senior Subordinated Note Indenture the Indenture entered into by the Borrower and certain of its Subsidiaries in connection with the issuance of the Senior Subordinated Notes, together with all instruments and other agreements entered into by the Borrower or such Subsidiaries in connection therewith, as the same may be amended, supplemented or otherwise modified from time to time in accordance with Section 7.9.

  • Junior Subordinated Debentures means the aggregate principal amount of the Depositor's ____% Junior Subordinated Deferrable Interest Debentures, due ________ __, 2027, issued pursuant to the Indenture.

  • Designated Indebtedness means any Indebtedness that has been designated by the Borrower at the time of the incurrence thereof as “Designated Indebtedness” for purposes of this Agreement in accordance with the requirements of Section 6.01.

  • Subordinate Indebtedness means all present and future indebtedness, obligations, and liabilities of Borrower to Subordinate Lender under or in connection with the Subordinate Loan or the Subordinate Loan Documents.

  • Permitted Subsidiary Indebtedness means any of the following:

  • Senior Subordinated Note Documents means the Senior Subordinated Notes, the Senior Subordinated Note Agreement, the Senior Subordinated Note Guarantees and all other documents executed and delivered with respect to the Senior Subordinated Notes or the Senior Subordinated Note Agreement.

  • 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.

  • Principal Indebtedness means the principal balance of the Loan outstanding from time to time.