Permitted Secured Notes Intercreditor Agreement Sample Clauses

Permitted Secured Notes Intercreditor Agreement in an aggregate amount not to exceed as of any date (a) $200,000,000 plus, (b) as of any date, an additional amount such that, after giving effect to the funding of such amount, the Senior Secured Leverage Ratio as of the last day of the most recently ended Fiscal Quarter for which financial statements are then available and have been delivered pursuant to Section 5.1(b) or Section 5.1(c) does not exceed 2.00:1.00 (it being understood and agreed that for purposes of this calculation the proceeds of such senior secured notes shall not be considered “Available Cash” as otherwise contemplated in the definition of “Senior Secured Leverage Ratio”) minus the aggregate amount of New Term Loans obtained by the Borrower on or prior to such date; provided that, (1) no Event of Default has occurred and is continuing or would result therefrom, (2) the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects (and in all respects to the extent that such representation and warranty is already qualified by materiality) on and as of the date such senior secured notes are incurred to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (and in all respects to the extent that such representation and warranty is already qualified by materiality) on and as of such earlier date, (3) the Weighted Average Life to Maturity of such senior secured notes shall be no shorter than the Weighted Average Life to Maturity of the Term Loans, (4) the maturity date of such senior secured notes shall be no earlier than the latest Maturity Date of the Term Loans, and (5) all other terms of such senior secured notes shall not be more restrictive than the terms of the Term Loans, unless such terms are reasonably acceptable to the Administrative Agent;