Permitted First Priority Refinancing Indebtedness means Indebtedness of the Borrower in the form of term loans (other than, for the avoidance of doubt, Incremental Term Loans or other Term Loans under this Agreement) or bonds, debentures, notes or similar instruments (a) that is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Obligations and any Other First Lien Secured Indebtedness and is not secured by any property or assets of Holdings or any of its Subsidiaries other than the Collateral, (b) the Net Proceeds of which, substantially concurrently with the incurrence thereof, are applied to the repayment or prepayment of then outstanding Term Borrowings of any Class in an aggregate principal amount equal to the aggregate amount of such Permitted First Priority Refinancing Indebtedness (less the aggregate amount of accrued and unpaid interest with respect to such outstanding Term Borrowings and any reasonable fees, premium and expenses relating to such refinancing), (c) that does not mature earlier than the Latest Maturity Date then in effect, and has a weighted average life to maturity no shorter than the Class of Term Loans with the Latest Maturity Date in effect at the time of incurrence of such Indebtedness, (d) that does not provide for any amortization, mandatory prepayment, redemption or repurchase (other than upon a change of control, customary asset sale, excess cash flow or event of loss, mandatory offers to purchase and customary acceleration rights after an event of default and, in the case of term loans, annual amortization (subject to clause (c) above)) prior to the date that is the Latest Maturity Date in effect at the time of incurrence of such Indebtedness, (e) that contains covenants, events of default and other terms that, when taken as a whole (other than interest rates, rate floors, fees and optional prepayment or redemption terms), are substantially identical to, or are not materially more restrictive to Holdings and its Subsidiaries than, those set forth in the Loan Documents (other than (x) covenants or other provisions applicable only to periods after the Latest Maturity Date then in effect and (y) covenants or other provisions that are also for the benefit of the Lenders in respect of the Loans and Commitments outstanding at the time such Indebtedness is incurred); provided, that, a Financial Officer of Holdings shall have delivered a certificate to the Administrative Agent at least two (2) Business Days prior to the incurr...
Permitted First Priority Refinancing Indebtedness means any secured Indebtedness constituting Refinancing Indebtedness that is incurred by the Borrowers in the form of one or more series of senior secured loans or notes that are secured by a Lien on the Collateral ranking pari passu (but without regard to the control of remedies) to the Lien securing the Obligations.
Permitted First Priority Refinancing Indebtedness has the meaning assigned to such term in Section 7.02(o).
Examples of Permitted First Priority Refinancing Indebtedness in a sentence
Designate any Indebtedness (other than the Obligations and any Permitted First Priority Refinancing Indebtedness) of any Loan Party as “Designated Senior Indebtedness” (or any similar term) under, and as defined in, any subordinated Indebtedness (excluding intercompany subordinated Indebtedness) and documents evidencing or governing any such subordinated Indebtedness.
First Lien Secured Indebtedness”: at any time all Permitted First Priority Refinancing Indebtedness of the U.S. Borrower or a U.S. Subsidiary Guarantor then outstanding.
Permitted First Priority Refinancing Indebtedness will include any Registered Equivalent Notes issued in exchange therefor.
Designate any Indebtedness (other than the Obligations and any Permitted First Priority Refinancing Indebtedness) of any Loan Party as "Designated Senior Indebtedness" (or any similar term) under, and as defined in, any subordinated Indebtedness (excluding intercompany subordinated Indebtedness) and documents evidencing or governing any such subordinated Indebtedness.
In furtherance of the foregoing, and not in limitation, each of the Lenders authorizes the Administrative Agent to enter into one or more Intercreditor Agreements reasonably acceptable to the Administrative Agent in connection with any Permitted First Priority Refinancing Indebtedness or Permitted Second Priority Refinancing Indebtedness.
More Definitions of Permitted First Priority Refinancing Indebtedness
Permitted First Priority Refinancing Indebtedness means Indebtedness of Parent or any other Loan Party in the form of bonds, debentures, notes or similar instruments (but not loans) (a) that is secured by Liens on the Collateral on a pari passu basis (but without regard to the control of remedies except to the extent set forth in the Incremental Facility Amendment) to the Liens on the Collateral securing the Obligations and any other Permitted First Priority Refinancing Indebtedness and is not secured by any property or assets of Parent or any of the Subsidiaries other than the Collateral (or property or assets that substantially concurrently become Collateral), (b) the proceeds of which, substantially concurrently with the incurrence thereof, are applied to the repayment or prepayment of then outstanding Term Loan Borrowings of any Class; provided that the principal amount of such Permitted First Priority Refinancing Indebtedness shall not exceed the amount of the Term Loan Borrowings so refinanced (plus the aggregate amount of accrued and unpaid interest with respect to such outstanding Term Loan Borrowings, fees, expenses, commissions, underwriting discounts and premiums payable in connection therewith), (c) that does not mature earlier than the Maturity Date of the Class of Term Loans so refinanced, and has a weighted average life to maturity no shorter than the Class of Term Loans so refinanced, (d) that, as determined by the Borrower, contains covenants, events of default and other terms that are customary for similar Indebtedness in light of then-prevailing market conditions or, when taken as a whole (other than interest rates, rate floors, fees and optional prepayment or redemption terms), are no more restrictive with respect to Parent or any Subsidiary than those set forth in the Loan Documents (other than covenants or other provisions applicable only to periods after the Maturity Date of the Loans and Commitments being refinanced by such Permitted First Priority Refinancing Indebtedness); provided that such Permitted First Priority Refinancing Indebtedness may contain financial maintenance covenants, so long as any such financial maintenance covenant shall not be more restrictive with respect to Parent and its Subsidiaries than (or in addition to) the financial maintenance covenant set forth in Section 6.13 (unless such financial maintenance covenants are also added to this Agreement for the benefit of the Lenders), (e) the security agreements relating to which are substantially the same as the ...
Permitted First Priority Refinancing Indebtedness as defined in the definition of “Permitted Credit Agreement Refinancing Indebtedness”.
Permitted First Priority Refinancing Indebtedness. (ii) (x) in the case of Indebtedness incurred by the U.S. Borrower or any U.S. Subsidiary Guarantor, secured by Liens on the Collateral on a junior basis to the Liens on the Collateral securing the Obligations of the U.S. Borrower and any Other U.S. First Lien Secured Indebtedness and is not secured by any Lien on any asset of the Group Members that does not also secure the Obligations of the U.S. Borrower and (y) in the case of Indebtedness incurred by the Canadian Borrower, secured by Liens on the Collateral on a junior basis to the Liens on the Collateral securing the Obligations of the Canadian Borrower and any Other Canadian First Lien Secured Indebtedness and is not secured by any Lien on any asset of the Group Members that does not also secure the Obligations of the Canadian Borrower (any such Indebtedness described in this clause (ii), “Permitted Junior Priority Refinancing Indebtedness”) or (iii) unsecured, (b) the Net Cash Proceeds of which, substantially concurrently with the incurrence thereof, are applied to the repayment or prepayment of then outstanding Term Loans of any Facility in an aggregate principal amount equal to the aggregate amount of such Permitted Credit Agreement Refinancing Indebtedness (less the aggregate amount of accrued and unpaid interest with respect to such outstanding Term Loans and any reasonable fees, premium and expenses relating to such refinancing), (c) that, to the extent (i) the Liens securing the Term Loans being prepaid by such Indebtedness were contractually subordinated to any Lien securing any of the Obligations, is not secured by any Lien that is not contractually subordinated to at least the same extent and (ii) the Term Loans being prepaid by any such Indebtedness were unsecured, is unsecured, (d) (i) in the case of Indebtedness incurred by the U.S. Borrower or any U.S. Subsidiary Guarantor, that is not guaranteed by any Group Member other than the U.S. Loan Parties or any other Group Member that guarantees the Obligations of the U.S. Borrower and (ii) in the case of Indebtedness incurred by the Canadian Borrower, that is not guaranteed by any Group Member other than the Loan Parties or any other Group Member that guarantees the Obligations of the Canadian Borrower, (e) that matures no earlier than the Maturity Date in respect of the Term Loans being prepaid, and has a weighted average life to maturity not shorter than the remaining weighted average life to maturity of the Facility of Term Loans being pre...
Permitted First Priority Refinancing Indebtedness in the form of one or more series of senior secured notes that is secured by the Collateral on a pari passu basis to the Liens securing the Obligations and the obligations in respect of any Permitted First Priority Refinancing Indebtedness, including any Registered Equivalent Notes issued in exchange therefor; (B) secured Indebtedness in the form of one or more series of secured notes or secured loans that is secured by the Collateral on a junior priority basis to the Liens securing the Obligations and the obligations in respect of any Permitted First Priority Refinancing Indebtedness, including any Registered Equivalent Notes issued in exchange therefor; (C) unsecured Indebtedness in the form of one or more series of senior unsecured notes or loans, including any Registered Equivalent Notes issued in exchange therefor; and (D) Permitted Refinancing Commitments and Permitted Refinancing Loans incurred pursuant to a Permitted Refinancing Amendment; provided:
Permitted First Priority Refinancing Indebtedness means any secured Indebtedness (including any Registered Equivalent Notes) incurred by the Borrower in the form of one or more series of senior secured notes or loans; provided that (a) such Indebtedness is secured by the Collateral on a
Permitted First Priority Refinancing Indebtedness has the meaning set forth in the First Lien Credit Agreement.
Permitted First Priority Refinancing Indebtedness means any secured Indebtedness incurred by the Company in the form of one or more series of senior secured notes that are secured by a Lien ranking