Guarantor Senior Indebtedness definition

Guarantor Senior Indebtedness means the principal of (and premium, if any, on) and interest on (including interest accruing after the filing of a petition initiating any proceeding pursuant to any bankruptcy law, whether or not allowable as a claim in such proceeding) and other amounts due on or in connection with any Indebtedness of any Guarantor, whether outstanding on the date hereof or hereafter 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 not be pari passu with the Guarantees. Without limiting the generality of the foregoing, "Guarantor Senior Indebtedness" shall include the principal of (and premium, if any, on) and interest (including interest accruing after the filing of a petition initiating any proceeding pursuant to any bankruptcy law, whether or not allowable as a claim in such proceeding) on all obligations of every nature of any Guarantor to the Lenders under the New Bank Credit Agreement and to the Holders of the Securities, and any interest rate or foreign exchange agreement now existing or hereinafter entered into by any Guarantor with any Lender, including, without limitation, all fees, expenses (including fees and expenses of counsel), claims, charges and indemnity obligations. Notwithstanding the foregoing, "Guarantor Senior Indebtedness" shall not include (i) Indebtedness evidenced by the guarantees of the Senior Subordinated Notes, (ii) Indebtedness of any Guarantor that is expressly subordinated in right of payment to any of such Guarantor's Guarantees, (iii) Indebtedness of any Guarantor that by operation of law is subordinate to any general unsecured obligations of such Guarantor, (iv) Indebtedness represented by Redeemable Capital Stock, (v) Indebtedness of any Guarantor to ADT Limited or any of its Subsidiaries, (vi) any liability for federal, state, local or other taxes owed or owing by any Guarantor and (vii) trade payables owed or owing by any Guarantor.

Guarantor Senior Indebtedness means, with respect to a Subsidiary Guarantor, whether outstanding on the Issue Date or thereafter issued, any Guarantee of the Bank Indebtedness by such Subsidiary Guarantor, all other Guarantees by such Subsidiary Guarantor of Senior Indebtedness of the Company and all Indebtedness of such Subsidiary Guarantor, including interest and fees thereon, unless, in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that the obligations of such Subsidiary Guarantor in respect of such Indebtedness are not superior in right of payment to the obligations of such Subsidiary Guarantor under the Subsidiary Guarantee; provided, however, that Guarantor Senior Indebtedness shall not include (i) any obligations of such Subsidiary Guarantor to the Company or any other Subsidiary of the Company, (ii) any liability for Federal, state, local or other taxes owed or owing by such Subsidiary Guarantor, (iii) any accounts payable or other liability to trade creditors arising in the ordinary course of business (including Guarantees thereof or instruments evidencing such liabilities), (iv) any Indebtedness, Guarantee or obligation of such Subsidiary Guarantor that is expressly subordinate or junior in right of payment to any other Indebtedness, Guarantee or obligation of such Subsidiary Guarantor, including any Guarantor Senior Subordinated Indebtedness and Guarantor Subordinated Obligations of such Subsidiary Guarantor or (v) any Capital Stock.

Guarantor Senior Indebtedness means, with respect to a Subsidiary Guarantor, the following obligations, whether outstanding on the date of this Indenture or thereafter issued, without duplication:

Guarantor Senior Indebtedness means all Indebtedness of the Guarantor outstanding at any time, except (a) the Guarantor’s obligations under the Guarantee in respect of the Junior Subordinated Notes, (b) Indebtedness as to which, by the terms of the instrument creating or evidencing the same, it is provided that such Indebtedness is subordinated to or pari passu with the Guarantor’s obligations under the Guarantee in respect of the Junior Subordinated Notes or any other Indebtedness ranking pari passu therewith, (c) interest accruing after the filing of a petition initiating any proceeding relating to the Guarantor referred to in Section 5.1(6) and Section 5.1(7) of the Indenture unless such interest is an allowed claim enforceable against the Guarantor in a proceeding under federal or state bankruptcy laws, (d) trade accounts payable, (e) the Guarantor’s obligations under the Guarantee in respect of the Junior Subordinated Notes issued to (x) the Trust or (y) any other trust, partnership or other entity affiliated with the Guarantor which is a financing vehicle of the Guarantor or any Affiliate of the Guarantor in connection with the issuance by such entity of Preferred Securities or other securities which are similar to Preferred Securities that are guaranteed by the Guarantor pursuant to an instrument that ranks pari passu with or junior in right of payment to the Preferred Securities Guarantees and (f) all Preferred Securities Guarantees and all guarantees similar to the Preferred Securities Guarantees issued by any trust, partnership or other entity affiliated with the Guarantor which is a financing vehicle of the Guarantor or any Affiliate of the Guarantor.

Guarantor Senior Indebtedness means the principal of and any premium and interest on any indebtedness of the Guarantor outstanding on the date of this Indenture or to be created, incurred or assumed by the Guarantor after the date of this Indenture unless the terms of such indebtedness specifically state that it is not senior in the right of payment to the Securities.

Guarantor Senior Indebtedness shall not include (a) Indebtedness evidenced by the Notes or the Guarantees, (b) Indebtedness that is expressly subordinate or junior in right of payment to any Indebtedness of such Guarantor, (c) Indebtedness which, when incurred and without respect to any election under Section 1111(b) of Title 11, United States Code, is without recourse to such Guarantor, (d) Indebtedness which is represented by Redeemable Capital Stock, (e) Indebtedness for goods, materials or services purchased in the ordinary course of business or Indebtedness consisting of trade payables or other current liabilities (other than any current liabilities owing under the New Credit Agreement, or the current portion of any long-term Indebtedness which would constitute Guarantor Senior Indebtedness but for the operation of this clause (e)), (f) Indebtedness of or amounts owed by such Guarantor for compensation to employees or for services rendered to such Guarantor, (g) any liability for federal, state, local or other taxes owed or owing by such Guarantor, (h) Indebtedness of such Guarantor to the Company or a Subsidiary of the Company or any other Affiliate of the Company or any of such Affiliate's Subsidiaries, (i) that portion of any Indebtedness which is incurred by such Guarantor in violation of this Indenture, (j) Indebtedness of such Guarantor that by operation of law is subordinate to any general unsecured obligations of such Guarantor and (k) amounts owing under leases.

Guarantor Senior Indebtedness means, in respect of any Guarantor, all principal, interest, premium, fees and other amounts owing on, under or in respect of:

Guarantor Senior Indebtedness means, with respect to a Subsidiary Guarantor, the following obligations, whether outstanding on the Issue Date or thereafter issued, without duplication:

Guarantor Senior Indebtedness means all Indebtedness of the Guarantor outstanding at any time, except (a) Indebtedness as to which, by the terms of the instrument creating or evidencing the same, it is provided that such Indebtedness is subordinated to or pari passu with the Guarantor’s obligations under this Guarantee in respect of the Debentures or any other Indebtedness ranking pari passu therewith, (b) interest accruing after the filing of a petition initiating any proceeding relating to the Guarantor referred to in Section 5.01(f) and Section 5.01(g) of the Indenture unless such interest is an allowed claim enforceable against the Guarantor in a proceeding under federal or state bankruptcy laws, (c) trade accounts payable, (d) the Guarantor’s obligations (x) under this Guarantee in respect of the Debentures or (y) pursuant to its guarantee of any junior subordinated debt securities issued to a PartnerRe Trust.

Guarantor Senior Indebtedness means, with respect to any Guarantor, at any date, whether currently existing or hereafter incurred, (a) all Obligations under the Credit Facilities; (b) all Obligations in respect of indebtedness of such Guarantor for borrowed money or under any reimbursement obligation relating to a letter of credit or other similar instruments or evidenced by a bond, note, debenture or similar instrument, or such indebtedness of others guaranteed by the applicable Guarantor (to the extent of the guarantee), and Capitalized Lease Obligations, unless such instrument or the instrument under which such indebtedness is incurred expressly provides that such instrument or indebtedness is not senior or superior in right of payment to such Guarantor’s Guarantee, and all renewals, extensions, modifications, amendments or refinancings thereof; and (c) all Obligations of such Guarantor under Interest Protection Agreements. Notwithstanding the foregoing, Guarantor Senior Indebtedness shall not include (i) to the extent that it may constitute indebtedness, any obligation for federal, state, local or other taxes; (ii) any indebtedness of such Guarantor owed to the Company or any other Subsidiary of the Company; (iii) to the extent that it may constitute indebtedness, any obligation in respect of any trade payable incurred for the purchase of goods or materials, or for services obtained, in the ordinary course of business; (iv) that portion of any indebtedness that is incurred in violation of this Indenture; provided that no such violation shall be deemed to exist for purposes of this clause (iv) if the holder(s) of such indebtedness or their representative shall have received an Officers’ Certificate of the Company to the effect that the incurrence of such indebtedness does not (or, in the case of revolving credit indebtedness, that the incurrence of the entire committed amount thereof at the date on which the initial borrowing thereunder is made would not) violate this Indenture); (v) indebtedness evidenced by such Guarantor’s Guarantee of the Securities; (vi) indebtedness of such Guarantor that is expressly subordinate or junior in right of payment to any other indebtedness of such Guarantor; and (vii) to the extent that it may constitute indebtedness, any obligation owing under leases (other than Capitalized Lease Obligations).