Permitted Debt Offering definition

Permitted Debt Offering means any issuance of senior secured or junior secured or unsecured Indebtedness by any Loan Party after the Closing Date through an incurrence of term loans or through a public offering or private issuance of debt securities under Rule 144A or Regulation S under the Securities Act, or otherwise; provided that, (a) such Indebtedness may be secured by a first priority Lien on the Collateral that is pari passu with the Lien securing the Obligations (other than any Permitted Debt Offering Indebtedness incurred in the form of term loans, which shall not be secured by a first priority Lien on the Collateral), or may be secured by a Lien ranking junior to the Lien on the Collateral securing the Obligations or may be unsecured; (b) such Indebtedness is not secured by any collateral other than the Collateral securing the Obligations; (c) such Indebtedness does not mature on or prior to the Latest Maturity Date of, or have a shorter Weighted Average Life to Maturity than, the Term Loans; (d) the covenants and events of default in respect of such Indebtedness, taken as a whole, are substantially similar, or more favorable to the Loan Parties than, those governing the Senior Notes or are otherwise not more restrictive to the Loan Parties in the aggregate than those set forth in this Agreement (it being understood to the extent that any financial maintenance covenant is added for the benefit of any Permitted Debt Offering, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of any corresponding existing Facility); (e) a certificate of a Responsible Officer of the issuing Loan Party delivered to the Administrative Agent at least three (3) Business Days (or such shorter period as the Administrative Agent may reasonably agree) prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the issuing Loan Party has determined in good faith that such terms and conditions satisfy the foregoing requirements shall be conclusive evidence that such terms and conditions satisfy the foregoing requirements; and (f) none of Parent and its Subsidiaries (other than the Loan Parties) is a guarantor or borrower under such Permitted Debt Offering. Any debt securities (including registered debt securities) issued by any Loan Party in ...
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Permitted Debt Offering means any issuance of senior secured or junior secured or unsecured Indebtedness by any Loan Party after the Closing Date through an incurrence of -41-Last Saved: 08/19/2013 8:50 pm CG&R Draft ▇▇▇▇▇▇▇▇▇▇v1 ▇▇▇▇▇▇▇▇▇▇
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Permitted Debt Offering means any issuance of senior secured or junior secured or unsecured Indebtedness by any Loan Party after the Closing Date through an incurrence of term loans or through a public offering or private issuance of debt securities under Rule 144A or Regulation S under the Securities Act, or otherwise, provided that, (a) such Indebtedness may be secured by a first priority Lien on the Collateral that is pari passu with the Lien securing the Obligations (other than any Permitted Debt Offering Indebtedness incurred in the form of term loans, which shall not be secured by a first priority Lien on the Collateral), or may be secured by a Lien ranking junior to the Lien on the Collateral securing the Obligations or may be unsecured;
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Examples of Permitted Debt Offering in a sentence

  • The Borrowers will promptly notify the Lenders in writing of the issuance and general terms (including the dates of any principal payments) of any Permitted Debt Offering.

  • In addition, the Borrowers shall provide the Lenders with one hundred (100) days prior written notice of any Permitted Debt Offering Maturity Event.

  • Pursuant to Section 6.11 of the Credit Agreement and/or the equivalent provision of any Permitted Debt Offering Agreement, certain Restricted Subsidiaries of the Loan Parties that were not in existence or not Restricted Subsidiaries on the date of the Credit Agreement and/or the applicable Permitted Debt Offering Agreement are required to enter into this Agreement as Grantors upon becoming Restricted Subsidiaries.

  • The earlier of (i) October 22, 2009 and (ii) the occurrence of the Permitted Debt Offering Maturity Event.

  • Nothing in this Agreement, any other Loan Document or any Permitted Debt Offering Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

  • All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the Credit Agreement (whether or not then in effect) and all notices to any holder of obligations under any Permitted Debt Offering Agreement, at its address set forth in the First Lien Secured Party Consent or the Intercreditor Agreement, as such address may be changed by written notice to the Collateral Agent and Nielsen.

  • The rights and remedies of the First Lien Secured Parties hereunder and under the other Loan Documents and Permitted Debt Offering Agreements are cumulative and are not exclusive of any rights or remedies that they would otherwise have.

  • The Security Interest is and shall be prior to any other Lien on any of the Article 9 Collateral, other than Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement and under each Permitted Debt Offering Agreement.

  • Nothing in this Agreement, any other Loan Document or any Permitted Debt Offering Agreement shall affect any right that any First Lien Secured Party may otherwise have to bring any action or proceeding relating to this Agreement, any other Loan Document or any Permitted Debt Offering Agreement against any Grantor or its properties in the courts of any jurisdiction.

  • In such event, this Agreement may be amended or modified, without the consent of any First Lien Secured Party, to the extent necessary to release the First Lien Security Interests in favor of the Collateral Agent on the shares of Equity Interests that are so deemed to no longer constitute part of the Collateral for the relevant Permitted Debt Offering Obligations only.