Permitted First Priority Incremental Equivalent Debt definition

Permitted First Priority Incremental Equivalent Debt means Secured Indebtedness issued or incurred by the Borrower in the form of one or more series of loans or notes secured by Liens on the Collateral that rank pari passu with the Liens on the Collateral securing all or a portion of the Obligations (other than Obligations arising from Credit Increases or Other Term Loans that are junior in right of security to the then outstanding Initial Term Loans); provided that:
Sample 1Sample 2Sample 3
Permitted First Priority Incremental Equivalent Debt means any secured Indebtedness incurred by the Borrower or any Subsidiary Guarantor in the form of one or more series of senior secured notes (including bridge financings in respect thereof); provided that (i) such Indebtedness shall be secured by the Collateral on a pari passu basis with the Obligations, the obligations in respect of any Permitted First Priority Refinancing Debt and the obligations in respect of any other Permitted First Priority Incremental Equivalent Debt and (ii) a Senior Representative approved by the Borrower acting on behalf of the holders of such Indebtedness shall have become party to or otherwise subject to the provisions of a Permitted Pari Passu Intercreditor Agreement; provided that if such Indebtedness is the initial Permitted First Priority Incremental Equivalent Debt incurred by the Borrower or a Subsidiary Guarantor, then the Borrower, Holdings, the Subsidiary Guarantors, the Administrative Agent and the Senior Representative for such Indebtedness shall have executed and delivered a Permitted Pari Passu Intercreditor Agreement. Permitted First Priority Incremental Equivalent Debt will include any Registered Equivalent Notes issued in exchange therefor. Any reference to Permitted First Priority Incremental Equivalent Debt shall include any Permitted Refinancing thereof (and any further Permitted Refinancing thereof).
Sample 1
Permitted First Priority Incremental Equivalent Debt shall have the meaning ascribed to such term in the Term Loan Agreement (in effect as of the date hereof). For the avoidance of doubt, any such Indebtedness constituting Permitted First Priority Incremental Equivalent Debt when incurred shall continue to constitute Permitted First Priority Incremental Equivalent Debt at any time thereafter whether or not the Term Loan Agreement is then in effect.
Sample 1

More Definitions of Permitted First Priority Incremental Equivalent Debt

Permitted First Priority Incremental Equivalent Debt means any secured Indebtedness incurred by the Borrower or any Subsidiary Guarantor in the form of one or more series of senior secured notes (including bridge financings in respect thereof) or term loans (other than Loans); provided that (i) at the time of incurrence thereof, (x) no Default shall have occurred and be continuing and (y) the financial covenants in Section 7.15 would be satisfied on a pro forma basis for the most recent Test Period after giving effect to the proposed incurrence of such Indebtedness and any related transactions, (ii) such Indebtedness shall be secured by the Collateral on a pari passu basis with the Obligations, the obligations in respect of any Permitted First Priority Refinancing Debt and the obligations in respect of any Permitted Incremental Equivalent Debt that is secured on a pari passu basis with the Obligations, and shall not be secured by any property or assets of Holdings, the Borrower or any Subsidiary other than the Collateral, (iii) in the case of any term loans, such term loans (x) shall have a maturity date not earlier than the then Latest Maturity Date and (y) shall not have a Weighted Average Life to Maturity shorter than the longest remaining Weighted Average Life to Maturity of any Class of Term Loans, (iv) in the case of any notes, the terms of such notes shall not provide for any scheduled repayment, mandatory redemption, sinking fund obligation or other payment prior to the then Latest Maturity Date, other than customary offers to purchase upon a change of control, asset sale or casualty or condemnation event and customary acceleration rights upon an event of default (or, in the case of any bridge financing, subject to prepayments from the issuance of equity or other indebtedness permitted hereunder customary for bridge financings), (v) the other terms and conditions of such Indebtedness (excluding pricing and optional prepayment or redemption provisions), taken as a whole, are not more restrictive in any material respect on Holdings, the Borrower and the Restricted Subsidiaries than those contained in the Loan Documents, (vi) the security agreements relating to such Indebtedness are substantially the same as the Collateral Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (vii) such Indebtedness shall not be guaranteed by any Subsidiaries other than the Subsidiary Guarantors and (viii) a Senior Representative acting on behalf of the holders of such Indebtednes...
Sample 1

Related to Permitted First Priority Incremental Equivalent Debt

  • Permitted First Priority Refinancing Debt means any secured Indebtedness incurred by the Borrower in the form of one or more series of senior secured notes or senior secured loans; provided that (i) such Indebtedness is secured by the Collateral on a pari passu basis with the Obligations and is not secured by any property or assets of Holdings and its Subsidiaries other than the Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness in respect of Term Loans, (iii) such Indebtedness does not mature prior to the Maturity Date of the Refinanced Debt and such Indebtedness shall have a Weighted Average Life to Maturity that is not shorter than the Refinanced Debt, (iv) to the extent applicable, the security agreements relating to such Indebtedness are substantially the same as the Security Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (v) no Restricted Subsidiary guarantees such Indebtedness unless it is a Subsidiary Guarantor (or becomes a Subsidiary Guarantor substantially concurrently with the incurrence of such Indebtedness); provided that, if, at any time, such Restricted Subsidiary ceases to be a Guarantor, it shall not guarantee such Indebtedness, (vi) the other terms and conditions of such Indebtedness (excluding pricing, fees, rate floors, premiums, optional prepayment or optional redemption provisions) reflect market terms and conditions at the time of incurrence and issuance; provided, that, to the extent such terms and documentation are not substantially identical to the Indebtedness being refinanced, (x) such terms (taken as a whole) shall be less favorable to the providers of such Permitted First Priority Refinancing Debt than those applicable to the Indebtedness being refinanced, except, in each case, for financial or other covenants or other provisions contained in such Indebtedness that are applicable only after the then Latest Maturity Date, or (y) such documentation shall be reasonably acceptable to the Administrative Agent and (vii) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to a Pari Passu Intercreditor Agreement and the Administrative Agent shall have become a party to the Pari Passu Intercreditor Agreement (or any then-existing Pari Passu Intercreditor Agreement shall have been amended or replaced in a manner reasonably acceptable to the Administrative Agent, which results in such Senior Representative having rights to share in the Collateral as provided in clause (i) above). Permitted First Priority Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

  • Incremental Equivalent Debt has the meaning assigned to such term in Section 6.01(a)(xxiii).

  • Specified Refinancing Term Loans means Specified Refinancing Debt constituting term loans.

  • Permitted Second Priority Refinancing Debt secured Indebtedness incurred by the Borrower in the form of one or more series of second lien secured notes or second lien secured loans; provided that (i) such Indebtedness is secured by the Collateral on a second lien, subordinated basis to the Obligations and is not secured by any property or assets of the Borrower or any of its Subsidiaries other than the Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness in respect of Term Loans, (iii) such Indebtedness does not mature or have scheduled amortization or payments of principal prior to the date that is 91 days after the Latest Maturity Date at the time such Indebtedness is incurred, (iv) the security agreements relating to such Indebtedness are substantially the same as the Security Documents (with such differences as are reasonably satisfactory to the Administrative Agent; provided that such differences are not more favorable to the investors in such secured Indebtedness), (v) such Indebtedness is not also incurred by or guaranteed by any Subsidiaries of the Borrower other than the Subsidiary Guarantors and is not incurred by or guaranteed by any other Person, (vi) an agent or representative acting on behalf of the holders of such Indebtedness (a “Second Lien Agent”) shall have become party to an intercreditor agreement in form and substance satisfactory to the Administrative Agent (the “Second Lien Intercreditor Agreement”); provided that, if such Indebtedness is the initial Permitted Second Priority Refinancing Debt incurred by the Borrower, then the Borrower, the Subsidiary Guarantors, the Administrative Agent and the Second Lien Agent for such Indebtedness shall have executed and delivered the Second Lien Intercreditor Agreement, (vii) the other terms and conditions of such secured Indebtedness are on the whole substantially identical to, or less favorable to the investors providing such secured Indebtedness, than those applicable to the Refinanced Debt (except for (x) pricing, fees, rate floors and prepayment or redemption premiums, which shall reflect market terms and conditions at the time of incurrence or issuance, (y) covenants or other provisions applicable only to periods after the date that is 91 days after the Latest Maturity Date that is in effect on the date such Indebtedness is issued, incurred or obtained and (z) differences that reflect the nature of such secured debt as fixed or floating rate securities), and (viii) a Responsible Officer shall have certified compliance with the foregoing requirements and that the incurrence of such Indebtedness complies with Section 6.2.

  • Refinancing Term Loans means one or more Classes of Term Loans that result from a Refinancing Amendment.

  • Refinancing Term Loan Commitments has the meaning assigned to such term in Section 2.26(a).

  • Permitted Junior Priority Refinancing Debt means secured Indebtedness incurred by the Borrower in the form of one or more series of second lien (or other junior lien) secured notes or debentures or second lien (or other junior lien) secured loans; provided that (i) such Indebtedness is secured by all or a portion of the Collateral on a second priority (or other junior priority) basis to the Liens securing the Obligations and any other First Lien Obligations and is not secured by any property or assets of Holdings, the Borrower or any Restricted Subsidiary other than the Collateral, (ii) such Indebtedness satisfies the applicable requirements set forth in the provisos in the definition of “Credit Agreement Refinancing Indebtedness” (provided that such Indebtedness may be secured by a Lien on the Collateral that is junior to the Liens securing the Obligations and any other First Lien Obligations, notwithstanding any provision to the contrary contained in the definition of “Credit Agreement Refinancing Indebtedness”), (iii) the holders of such Indebtedness (or their representative) and the Administrative Agent and/or the Collateral Agent shall be party to a Customary Intercreditor Agreement, and (iv) such Indebtedness is not at any time guaranteed by any Subsidiaries of the Borrower other than Subsidiaries that are Guarantors.

  • Incremental Facility has the meaning specified in Section 2.16(a).

  • Refinancing Date The date on which a Current Mortgage Loan or Mortgage Loan is refinanced by Seller or an affiliate thereof.

  • Permitted Pari Passu Secured Refinancing Debt means any secured Indebtedness (including any Registered Equivalent Notes) incurred by a Borrower in the form of one or more series of senior secured notes; provided, that (a) such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Obligations and is not secured by any property or assets of Parent or Restricted Subsidiary other than the Collateral, (b) such Indebtedness is not at any time guaranteed by any Subsidiaries other than Subsidiaries that are Guarantors, (c) such Indebtedness, (i) unless incurred as a term loan under this Agreement, does not mature or have scheduled amortization or payments of principal (other than customary offers to repurchase upon a change of control, asset sale or event of loss and a customary acceleration right after an event of default) prior to the date that is the Latest Maturity Date at the time such Indebtedness is incurred or issued, and (ii) if incurred as a term loan under this Agreement, does not mature earlier than, or have a Weighted Average Life to Maturity shorter than, the applicable Refinanced Debt, (d) the security agreements relating to such Indebtedness (to the extent such Indebtedness is not incurred hereunder) are substantially the same as or more favorable to the Loan Parties than the Collateral Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (e) to the extent such Indebtedness is not incurred hereunder, a Representative acting on behalf of the holders of such Indebtedness shall have become party to or otherwise subject to the provisions of an Intercreditor Agreement with the Administrative Agent and (f) such Indebtedness, if consisting of Refinancing Notes, satisfies clause (d) of the definition of Permitted Other Debt Conditions. Permitted Pari Passu Secured Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

  • Refinancing Term Commitments means one or more term loan commitments hereunder that fund Refinancing Term Loans of the applicable Refinancing Series hereunder pursuant to a Refinancing Amendment.

  • Permitted Unsecured Refinancing Debt means Credit Agreement Refinancing Indebtedness in the form of unsecured Indebtedness (including any Registered Equivalent Notes) incurred by the Borrower in the form of one or more series of senior unsecured notes or loans; provided that such Indebtedness (i) constitutes Credit Agreement Refinancing Indebtedness and (ii) meets the Permitted Other Debt Conditions.

  • Refinancing Debt means Debt that refunds, refinances, renews, replaces or extends any Debt permitted to be Incurred by the Company or any Restricted Subsidiary pursuant to the terms of this Indenture, whether involving the same or any other lender or creditor or group of lenders or creditors, but only to the extent that

  • Term Loan Priority Collateral as defined in the Intercreditor Agreement.

  • Priority Indebtedness means (a) Indebtedness of the Company or any Subsidiary (other than that described in Section 6.01(e)) secured by any Lien on any asset(s) of the Company or any Subsidiary and (b) Indebtedness of any Subsidiary, in each case owing to a Person other than the Company or any Subsidiary.

  • Incremental Loans has the meaning assigned to such term in Section 2.22(a).

  • Refinancing Term Loan has the meaning specified in Section 2.15(b).

  • Refinancing Term Lender has the meaning specified in Section 2.15(c).

  • Incremental Facility Agreement means an Incremental Facility Agreement, in form and substance reasonably satisfactory to the Administrative Agent, among the Borrower, the Administrative Agent and one or more Incremental Lenders, establishing Incremental Term Loan Commitments of any Series or Incremental Revolving Commitments and effecting such other amendments hereto and to the other Loan Documents as are contemplated by Section 2.20.

  • Permitted Refinancing Debt means any Debt that Refinances any other Debt, including any successive Refinancings, so long as:

  • Specified Refinancing Debt has the meaning specified in Section 2.18(a).

  • First Lien Term Loans means the “Term Loans” as defined in the First Lien Credit Agreement.

  • Incremental Facility Closing Date has the meaning set forth in Section 2.14(d).

  • Second Lien Term Loans means the “Term Loans” under and as defined in the Second Lien Credit Agreement.

  • Refinancing Revolving Loans means one or more Classes of Revolving Loans that result from a Refinancing Amendment.

  • Incremental Facilities has the meaning assigned to such term in Section 2.22(a).