Common use of Priority Debt Clause in Contracts

Priority Debt. The Borrower shall not, and shall not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Priority Debt, except: (a) Indebtedness outstanding on the date hereof secured by Liens listed on Schedule 7.01 to the Disclosure Letter or any refinancings, refundings, renewals, amendments or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing; (b) Indebtedness in respect of capital leases, Synthetic Lease Obligations, purchase money obligations and other obligations, the proceeds of which are used to acquire or construct fixed or capital assets or improvements with respect thereto (within the limitations set forth in Section 7.01(h)) or any refinancings, refundings, renewals, amendments or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing; (c) Indebtedness secured by Liens permitted by Section 7.01(i) (within the limitations set forth in such Section) or any refinancings, refundings, renewals, amendments or extensions thereof, provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing; (d) Indebtedness secured by Liens permitted under Section 7.01(k), Section 7.01(l), Section 7.01(p) or Section 7.01(q); or (e) other Priority Debt not described above in this Section 7.02, provided that the sum, without duplication, of (i) the aggregate amount of Priority Debt permitted by this subsection (e) and (ii) the aggregate amount of Liens and other obligations permitted to be secured under Section 7.01(t), shall not at any time exceed an amount equal to the greater of (x) $500,000,000 and (y) 10% of Consolidated Tangible Net Worth.

Priority Debt. The Borrower shall not, and shall not permit any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Priority Debt, except: (a) Indebtedness under the Loan Documents; (b) Priority Debt outstanding on the date hereof secured by Liens and listed on Schedule 7.01 to the Disclosure Letter or 7.02 and any refinancings, refundings, renewals, amendments renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid, paid and fees and expenses reasonably incurred, in connection with such refinancing; (bc) Indebtedness in respect of capital leases, Synthetic Lease Obligations, purchase money obligations and other obligations, the proceeds of which are used to acquire or construct fixed or capital assets or improvements with respect thereto (within the limitations set forth in Section 7.01(h7.01(l)) or any refinancings, refundings, renewals, amendments or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing; (cd) Indebtedness secured by Liens permitted by Section 7.01(i7.01(j) (within the limitations set forth in such Section) or any refinancings, refundings, renewals, amendments or extensions thereof, provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing; (d) Indebtedness secured by Liens permitted under Section 7.01(k), Section 7.01(l), Section 7.01(p) or Section 7.01(q); orand (e) other Priority Debt not described above in this Section 7.02, provided that the sum, without duplication, of (i) the aggregate amount of Priority Debt permitted by this subsection (e) and (ii) the aggregate amount of Liens and other obligations Indebtedness permitted to be secured under Section 7.01(t7.01(n), shall not at any time exceed an amount equal to the greater of (x) $500,000,000 300,000,000 and (y) 10% of Consolidated Tangible Net Worth.

Priority Debt. The Borrower shall not, and shall not permit any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Priority Debt, except: (a) Indebtedness under the Loan Documents; (b) Priority Debt outstanding on the date hereof secured by Liens Closing Date and listed on Schedule 7.01 to the Disclosure Letter or 7.02 and any refinancings, refundings, renewals, amendments renewals or extensions thereof; provided that provided, that, the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid, paid and fees and expenses reasonably incurred, in connection with such refinancing; (bc) Indebtedness in respect of capital leases, Synthetic Lease Obligations, purchase money obligations and other obligations, the proceeds of which are used to acquire or construct fixed or capital assets or improvements with respect thereto (within the limitations set forth in Section 7.01(h7.01(l)) or any refinancings, refundings, renewals, amendments or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancingprovided, refundingthat, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing; (c) Indebtedness secured by Liens permitted by Section 7.01(i) (within the limitations set forth in such Section) or any refinancings, refundings, renewals, amendments or extensions thereof, provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing; (d) Indebtedness secured of any Person acquired after the Closing Date (and any refinancings, refundings, renewals or extensions thereof; provided, that, the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, amendment or extension except by Liens permitted under Section 7.01(k)an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred, Section 7.01(l)in connection with such refinancing) to the extent existing at the time of such acquisition; provided, Section 7.01(p) or Section 7.01(q)that, such Indebtedness shall not have been incurred in contemplation of such acquisition; orand (e) other Priority Debt not described above otherwise permitted in this Section 7.02; provided, provided that that, the sum, without duplication, of (i) the aggregate amount of Priority Debt permitted by this subsection (e) and ), plus (ii) the aggregate amount of Liens and Indebtedness or other obligations permitted to be secured under Section 7.01(t7.01(p), shall not at any time exceed an amount equal to the greater of (x) $500,000,000 1,500,000,000 and (y) 10% of Consolidated Tangible Net WorthAssets.

Priority Debt. The Borrower shall not, and shall not permit any of its Subsidiaries to, createCreate, incur, assume or suffer to exist any Priority Debt, except: (a) Indebtedness under the Loan Documents; (b) Priority Debt outstanding on the date hereof secured by Liens Closing Date and listed on Schedule 7.01 to the Disclosure Letter or 7.02 and any refinancings, refundings, renewals, amendments renewals or extensions thereof; provided that provided, that, the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid, paid and fees and expenses reasonably incurred, in connection with such refinancing; (bc) Indebtedness in respect of capital leases, Synthetic Lease Obligations, purchase money obligations and other obligations, the proceeds of which are used to acquire or construct fixed or capital assets or improvements with respect thereto (within the limitations set forth in Section 7.01(h7.01(l)) or any refinancings, refundings, renewals, amendments or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancingprovided, refundingthat, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing; (c) Indebtedness secured by Liens permitted by Section 7.01(i) (within the limitations set forth in such Section) or any refinancings, refundings, renewals, amendments or extensions thereof, provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing; (d) Indebtedness secured of any Person acquired after the Closing Date (and any refinancings, refundings, renewals or extensions thereof; provided, that, the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, amendment or extension except by Liens permitted under Section 7.01(k)an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred, Section 7.01(l)in connection with such refinancing) to the extent existing at the time of such acquisition; provided, Section 7.01(p) or Section 7.01(q)that, such Indebtedness shall not have been incurred in contemplation of such acquisition; orand (e) other Priority Debt not described above otherwise permitted in this Section 7.02; provided, provided that that, the sum, without duplication, of (i) the aggregate amount of Priority Debt permitted by this subsection (e) and ), plus (ii) the aggregate amount of Liens and Indebtedness or other obligations permitted to be secured under under Section 7.01(t7.01 (p), shall not at any time exceed an amount equal to the greater of (x) $500,000,000 1,500,000,000 and (y) 10% of Consolidated Tangible Net WorthAssets.

Priority Debt. The Borrower shall not, and shall not permit Permit any of its Subsidiaries to, Subsidiary to create, incur, assume incur or suffer to exist any Priority DebtDebt except (i) Debt under the Loan Documents, except: (aii) Indebtedness outstanding on the date hereof secured by Liens listed on Schedule 7.01 Debt owed to the Disclosure Letter Company or a Subsidiary, (iii) Debt of one or more Subsidiaries existing at the time such Subsidiaries become Subsidiaries (and not incurred in anticipation thereof) and any refinancingsextension, refundingsrenewal, renewals, amendments refinancing or extensions thereofreplacement thereof in whole or in part; provided that such renewal, refinancing or replacement does not increase the aggregate principal amount of such Indebtedness is Debt (except for increases in an amount not increased to exceed accrued interest, premium, fees and expenses in connection therewith), (iv) Debt assumed in connection with the acquisition of any property or assets (and not incurred in anticipation thereof) and any extension, renewal, refinancing or replacement thereof in whole or in part; provided that such renewal, refinancing or replacement does not increase the aggregate principal amount of such Debt (except for increases in an amount not to exceed accrued interest, premium, fees and expenses in connection therewith), (v) Debt secured by any Lien permitted by Section 5.02(a)(i) (and any guarantee of such Debt by any Subsidiary), (vi) in the case of Subsidiaries that are designated as borrowers under the Revolving Credit Agreement, Debt of such Subsidiaries under the Revolving Credit Agreement and (vii) other Debt in an aggregate principal amount outstanding at any time not greater than the greater of 25% of Consolidated Tangible Assets and $750,000,000 (it being understood that, for the purpose of calculating utilization of the basket in this clause (vii), Debt of a Subsidiary and 60 ​ guarantees of such Debt by any other Subsidiary shall not be double counted); provided that, for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred if, at the time of such refinancingthe creation, refunding, renewal, amendment incurrence or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing; (b) Indebtedness in respect of capital leases, Synthetic Lease Obligations, purchase money obligations and other obligations, the proceeds of which are used to acquire or construct fixed or capital assets or improvements with respect thereto (within the limitations set forth in Section 7.01(h)) or any refinancings, refundings, renewals, amendments or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing; (c) Indebtedness secured by Liens permitted by Section 7.01(i) (within the limitations set forth in such Section) or any refinancings, refundings, renewals, amendments or extensions assumption thereof, provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing; (d) Indebtedness secured by Liens permitted under Section 7.01(k), Section 7.01(l), Section 7.01(p) or Section 7.01(q); or (e) other Priority Debt not described above in this Section 7.02, provided that the sum, without duplication, of (i) the aggregate amount of Priority Debt permitted by this subsection (e) and (ii) the aggregate amount of Liens and other obligations was permitted to be secured under Section 7.01(tincurred pursuant to this clause (vii), shall not at any notwithstanding a decrease after such time exceed an in the amount equal to the greater permitted under this clause (vii) as a result of (x) $500,000,000 and (y) 10% of a decrease in Consolidated Tangible Net WorthAssets.

Priority Debt. The Borrower shall not, and shall not permit Permit any of its Subsidiaries to, Subsidiary to create, incur, assume incur or suffer to exist any Priority DebtDebt except (i) Debt under the Loan Documents, except: (aii) Indebtedness outstanding on the date hereof secured by Liens listed on Schedule 7.01 Debt owed to the Disclosure Letter Company or a Subsidiary, (iii) Debt of one or more Subsidiaries existing at the time such Subsidiaries become Subsidiaries (and not incurred in anticipation thereof) and any refinancingsextension, refundingsrenewal, renewals, amendments refinancing or extensions thereofreplacement thereof in whole or in part; provided that such renewal, refinancing or replacement does not increase the aggregate principal amount of such Indebtedness is Debt (except for increases in an amount not increased to exceed accrued interest, premium, fees and expenses in connection therewith), (iv) Debt assumed in connection with the acquisition of any property or assets (and not incurred in anticipation thereof) and any extension, renewal, refinancing or replacement thereof in whole or in part; provided that such renewal, refinancing or replacement does not increase the aggregate principal amount of such Debt (except for increases in an amount not to exceed accrued interest, premium, fees and expenses in connection therewith), (v) Debt secured by any Lien permitted by ‎Section 5.02(a)(i) (and any guarantee of such Debt by any Subsidiary) and (vi) other Debt in an aggregate principal amount outstanding at any time, not greater than the greater of 25% of Consolidated Tangible Assets and $750,000,000 (it being understood that, for the purpose of calculating utilization of the basket in this clause ‎(vi), Debt of a Subsidiary and guarantees of such Debt by any other Subsidiary shall not be double counted); provided that, for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred if, at the time of such refinancingthe creation, refunding, renewal, amendment incurrence or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing; (b) Indebtedness in respect of capital leases, Synthetic Lease Obligations, purchase money obligations and other obligations, the proceeds of which are used to acquire or construct fixed or capital assets or improvements with respect thereto (within the limitations set forth in Section 7.01(h)) or any refinancings, refundings, renewals, amendments or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing; (c) Indebtedness secured by Liens permitted by Section 7.01(i) (within the limitations set forth in such Section) or any refinancings, refundings, renewals, amendments or extensions assumption thereof, provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing; (d) Indebtedness secured by Liens permitted under Section 7.01(k), Section 7.01(l), Section 7.01(p) or Section 7.01(q); or (e) other Priority Debt not described above in this Section 7.02, provided that the sum, without duplication, of (i) the aggregate amount of Priority Debt permitted by this subsection (e) and (ii) the aggregate amount of Liens and other obligations was permitted to be secured under Section 7.01(tincurred pursuant to this clause (vi), shall not at any notwithstanding a decrease after such time exceed an in the amount equal to the greater permitted under this clause (vi) as a result of (x) $500,000,000 and (y) 10% of a decrease in Consolidated Tangible Net WorthAssets.

Priority Debt. The Neither the Borrower shall not, and shall not permit nor any of its Subsidiaries to, Consolidated Subsidiary will create, incur, assume or suffer to exist any Priority Lien on any asset now owned or hereafter acquired by it, and the Borrower shall not permit any Subsidiary to incur any Debt, other than Debt of Subsidiaries existing on the Closing Date and listed on Schedule 5.17, except: (a) Indebtedness Liens (i) in favor of the Agent and the Banks created under the Security Agreement, and (ii) existing on the Closing Date securing Debt outstanding on the date hereof secured by Liens listed on Schedule 7.01 to the Disclosure Letter or any refinancings, refundings, renewals, amendments or extensions thereof; provided that the of this Agreement in an aggregate principal amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancingexceeding $5,007,000 under this clause (ii); (b) Indebtedness in respect any Lien existing on any specific fixed asset of capital leases, Synthetic Lease Obligations, purchase money obligations and other obligations, the proceeds of which are used to acquire or construct fixed or capital assets or improvements with respect thereto (within the limitations set forth in Section 7.01(h)) or any refinancings, refundings, renewals, amendments or extensions thereof; provided that the amount of such Indebtedness is not increased corporation at the time such corporation becomes a Consolidated Subsidiary and not created in contemplation of such refinancing, refunding, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancingevent; (c) Indebtedness any Lien on any specific fixed asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring or constructing such asset, provided that such Lien attaches to such asset concurrently with or within 18 months after the acquisition or completion of construction thereof; (d) any Lien on any specific fixed asset of any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Consolidated Subsidiary and not created in contemplation of such event; (e) any Lien existing on any specific fixed asset prior to the acquisition thereof by the Borrower or a Consolidated Subsidiary and not created in contemplation of such acquisition; (f) Liens securing Debt owing by any Subsidiary to the Borrower; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing paragraphs of this Section, provided that (i) such Debt is not secured by any additional assets, and (ii) the amount of such Debt secured by any such Lien is not increased; (h) Liens incidental to the conduct of its business or the ownership of its assets which (i) do not secure Debt and (ii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) any Lien on Margin Stock; (j) Debt owing to the Borrower or another Subsidiary; (k) Special Purchase Money Liens; (l) Liens not otherwise permitted by the foregoing paragraphs of this Section securing Debt (other than the Loans and the Letter of Credit Obligations), and Debt of Subsidiaries not otherwise permitted by paragraph (j), in an aggregate principal amount at any time outstanding not to exceed 15% of Consolidated Net Worth. Provided the sum of (A) the aggregate amount of Debt secured by Liens permitted by Section 7.01(ithe foregoing paragraphs (a) through (within the limitations set forth in such Section) or any refinancings, refundings, renewals, amendments or extensions thereof, provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing; (d) Indebtedness secured by Liens permitted under Section 7.01(k), Section 7.01(l), Section 7.01(p) or Section 7.01(q); or (e) other Priority Debt not described above in this Section 7.02, provided that the sum, without duplication, of (i) the aggregate amount of Priority Debt permitted by this subsection (eh) and (iil), plus (B) the aggregate amount Debt of Liens and other obligations Subsidiaries permitted to be secured under Section 7.01(tby paragraph (l), shall not at any time exceed an aggregate amount equal to the greater of (x) $500,000,000 and (y) 1015% of Consolidated Tangible Net Worth.

Priority Debt. The in addition to the Indebtedness permitted by section 9.4(b) above, the following Indebtedness (collectively, "PRIORITY DEBT"): (i) Indebtedness consisting of Capital Lease Obligations of the Borrower shall notand its Subsidiaries, (ii) Indebtedness consisting of Synthetic Lease Obligations of the Borrower and its Subsidiaries, (iii) Indebtedness (other than the Obligations and any Designated Hedge Agreements) secured by a Lien on any property of the Borrower or any Subsidiary, and shall not permit and (iv) other Indebtedness of Subsidiaries of the Borrower (exclusive of Indebtedness owed pursuant to any of its Subsidiaries tothe Credit Documents, create, incur, assume or suffer to exist any Priority Debt, except: (a) Indebtedness outstanding on the date hereof secured by Liens listed on Schedule 7.01 to the Disclosure Letter Borrower or any refinancings, refundings, renewals, amendments or extensions thereofa Wholly-Owned Subsidiary of the Borrower); provided PROVIDED that the amount of such Indebtedness is not increased (A) at the time of such refinancing, refunding, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paidany incurrence thereof after the date hereof, and fees and expenses reasonably incurred, in connection with such refinancing; (b) Indebtedness in respect of capital leases, Synthetic Lease Obligations, purchase money obligations and other obligationsafter giving effect thereto, the proceeds of which are used to acquire or construct fixed or capital assets or improvements Borrower would be in compliance with respect thereto (within the limitations set forth in Section 7.01(h)) or any refinancingssections 9.8, refundings, renewals, amendments or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid9.9 and 9.10, and fees no Event of Default shall have occurred and expenses reasonably incurred, in connection with such refinancing; be continuing or would result therefrom; and (c) Indebtedness secured by Liens permitted by Section 7.01(i) (within the limitations set forth in such Section) or any refinancings, refundings, renewals, amendments or extensions thereof, provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing; (d) Indebtedness secured by Liens permitted under Section 7.01(k), Section 7.01(l), Section 7.01(p) or Section 7.01(q); or (e) other Priority Debt not described above in this Section 7.02, provided that the sum, without duplication, of (iB) the aggregate outstanding principal amount (using Capitalized Lease Obligations in lieu of principal amount, in the case of any Capital Lease, or present value, based on the implicit interest rate, in lieu of principal amount, in the case of a Synthetic Lease) of Priority Debt permitted by this subsection clause (e) and (ii) c), exclusive of Indebtedness owed pursuant to guarantees by Subsidiaries of the aggregate amount of Liens and other obligations permitted to be secured under Section 7.01(t)Subordinated Bridge Debt, shall not exceed $20,000,000 aggregate principal amount outstanding at any time exceed an amount equal to the greater of (x) $500,000,000 and (y) 10% of Consolidated Tangible Net Worth.time;