Junior Priority Indebtedness definition

Junior Priority Indebtedness means any Indebtedness for borrowed money (excluding intercompany debt) of the Parent or any Restricted Subsidiary that is (i) secured by a Lien on the Collateral that is junior to the Lien on the Collateral that secures the Obligations, (ii) unsecured or (iii) expressly subordinated in right of payment to the Obligations.

Junior Priority Indebtedness means other Indebtedness of the Issuer, the Co-Issuer and/or the Guarantors that is secured by Liens on the Collateral ranking junior in priority to the Liens securing the Notes as permitted by this Indenture and is designated by the Issuer as Junior Priority Indebtedness.

Junior Priority Indebtedness means other Indebtedness of the Company and/or the Guarantors that is secured by Liens on the Collateral ranking junior in priority to the Liens securing the Notes as permitted by this Indenture and is designated by the Company as Junior Priority Indebtedness.

Examples of Junior Priority Indebtedness in a sentence

• If the aggregate principal amount of Notes (and such First Lien Junior Priority Indebtedness or Senior Pari Passu Indebtedness, as applicable) surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes (and such First Lien Junior Priority Indebtedness or Senior Pari Passu Indebtedness, as applicable) to be purchased in the manner described in Section 3.09.

• The Asset Sale Offer shall be made to all Holders and, at the option of the Issuer in accordance with Section 4.10 hereof, to holders of First Lien Junior Priority Indebtedness or Senior Pari Passu Indebtedness, as applicable.

• To the extent that the aggregate amount of Notes (and such First Lien Junior Priority Indebtedness or Senior Pari Passu Indebtedness, as applicable) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate purposes or any purpose not otherwise prohibited by the Indenture.

• To the extent that the aggregate amount of Notes (and such First Lien Junior Priority Indebtedness or Senior Pari Passu Indebtedness, as applicable) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate purposes or any purpose not otherwise prohibited by this Indenture.

• Except as otherwise permitted by the DIP Orders, the Cash Management Order, or pursuant to and upon consummation of the Plan of Reorganization, the Parent and the Borrowers shall not, and shall not permit any of their respective Restricted Subsidiaries to, make any cash payment or prepayment (including any redemption, purchase, retirement, defeasance (including in-substance or legal defeasance), sinking fund or similar payment) on account of principal of any Junior Priority Indebtedness.

More Definitions of Junior Priority Indebtedness

Junior Priority Indebtedness means Indebtedness of the Issuers and/or the Guarantors that is secured by Liens on the First Lien Collateral ranking junior in priority to the Liens securing the Notes and the Guarantees as permitted by this Indenture; provided that (i) the trustee, collateral agent and/or other authorized representative for the holders of such Indebtedness shall execute a Junior Priority Intercreditor Agreement (or a joinder thereto) and (ii) the Issuer shall designate such Indebtedness as junior priority obligations under the applicable Junior Priority Intercreditor Agreement. The Second Priority Obligations shall constitute Junior Priority Indebtedness.

Junior Priority Indebtedness means other Indebtedness of the Issuers and/or the Guarantors that is secured by Liens on the Collateral ranking junior in priority to the Liens securing the Notes as permitted by this Indenture and is designated by the Issuers as Junior Priority Indebtedness.

Junior Priority Indebtedness means (a) any Permitted Second Lien Debt and (b) any other Indebtedness for borrowed money (excluding intercompany debt) of the Borrower or any Restricted Subsidiary that is (i) secured by a Lien on the Collateral that is junior to the Lien on the Collateral that secures the Obligations, (ii) unsecured or (iii) expressly subordinated in right of payment to the Obligations.

Junior Priority Indebtedness means any Indebtedness the Liens securing which rank junior to the Liens securing Second Lien Obligations.

Junior Priority Indebtedness means Indebtedness of the Issuers and/or the Guarantors that is secured by Liens on the Second Lien Collateral ranking junior in priority to the Liens securing the Notes as permitted by this Indenture; provided that (i) the trustee, collateral agent and/or other authorized representative for the holders of such Indebtedness shall execute a Junior Priority Intercreditor Agreement (or a joinder thereto) and (ii) the Issuer shall designate such Indebtedness as junior priority obligations under the applicable Junior Priority Intercreditor Agreement.

Junior Priority Indebtedness means Indebtedness of the Borrower and/or the Guarantors that is secured by Liens on the Collateral ranking junior in priority to the Liens securing the Secured Obligations of the Borrower and/or the Guarantors as permitted by this Agreement. “JV Entity” means any joint venture of Holdings or any Restricted Subsidiary that is not a Subsidiary. “L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage. “L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the applicable Honor Date or refinanced as a Revolving Credit Borrowing. “L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof. “L/C Exposure” means, at any time, the sum of (a) the undrawn portion of the Outstanding Amount of all Letters of Credit at such time and (b) the Outstanding Amount of all L/C Borrowings in respect of Letters of Credit that have not yet been reimbursed by or on behalf of the Borrower at such time. The L/C Exposure of any Revolving Credit Lender at any time shall be its Applicable Percentage of the aggregate L/C Exposure at such time. “L/C Issuer” means (i) Xxxxxxx Xxxxx or any of its Affiliates selected by Xxxxxxx Xxxxx, Barclays, Credit Suisse AG, Cayman Islands Branch, Morgan Stanley Senior Funding, Inc., MUFG and Nomura Corporate Funding Americas, LLC or any of its Affiliates or other designee selected by Nomura Corporate Funding Americas, LLC and (ii) any other Lender (or any of its Affiliates) that becomes an L/C Issuer in accordance with Section 2.03(j) or Section 10.07(j); in the case of each of clause (i) through (ii) above, in its capacity as an issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder. “L/C Issuer Sublimit” means with respect to (i) Xxxxxxx Xxxxx, on the Closing Date, $40 million, (ii) Barclays, on the Closing Date, $30 million, (iii) Credit Suisse AG, Cayman Islands Branch, on the Closing Date, $20 million, (iv) Xxxxxx Xxxxxxx Senior Funding, Inc., on the Closing Date, $26 million, (v) MUFG, on the Closing Date, $25 million, (vi) Nomura Corporate Funding Americas, LLC, on the Closing Date, $9 million and (vii) with respect to any other L/C Issuer, such amount as may -57- #96501157v12

Junior Priority Indebtedness means any Second Lien Indebtedness and any Indebtedness incurred in reliance on Section 6.1(a)(ix).