Permitted Incremental Indebtedness definition

Permitted Incremental Indebtedness means Indebtedness consisting of first lien secured, junior secured or unsecured notes or junior secured loans that are issued or made in lieu of the Incremental Facilities, provided that (a) the aggregate principal amount of all Permitted Incremental Indebtedness shall not exceed the sum of (x) (1) $275.0 million in the aggregate less (2) the amount of any Incremental Facilities incurred pursuant to Section 2.18(a)(w), plus (y) the amount of all voluntary prepayments (and, in the case of Revolving Loans, a corresponding permanent reduction in Revolving Commitments) of Loans under the Credit Facility prior to such time, plus (z) unlimited additional amounts so long as, in the case of any amounts incurred under this clause (z), immediately after giving Pro Forma Effect to the incurrence of such Permitted Incremental Indebtedness and/or the Loans in respect of Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments (assuming the full amount thereof is drawn) incurred under Section 2.18(a)(x) and after giving Pro Forma Effect to any Acquisition or Investment that may be consummated therewith, the First Lien Leverage Ratio (calculated on a Pro Forma Basis such that (A) all such Loans in respect of Incremental Term Loan Commitments and/or Revolving Commitments (assuming the full amount of all revolving credit commitments incurred in reliance thereon are drawn and assuming such amounts are secured on a first-lien basis, whether or not so secured) and (B) the proceeds of such Incremental Facility and/or Permitted Incremental Indebtedness being incurred shall not be netted against indebtedness for purposes of the calculation relating to such incurrence) shall not be greater than 4.50 to 1.00 as of the last day of the Testing Period most recently ended on or prior to the date of such incurrence for which Section 6.01 Financials are available on a Pro Forma Basis, (b) to the extent such Indebtedness is being incurred (i) in connection with a Permitted Acquisition or other Investment permitted by this Agreement, no Specified Event of Default shall exist or be continuing at the time of incurrence and (ii) for a purpose other than that described in the immediately preceding clause (b)
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Permitted Incremental Indebtedness. (provided that, for the avoidance of doubt, the amount available to the Borrowers pursuant to this clause (x) shall be available at all times and shall not be subject to any ratio test) plus (y) an unlimited amount at any time so long as, with respect to this clause (y) only, after giving effect to the incurrence of the Incremental Term Loans and any Permitted Incremental Indebtedness (assuming such amounts are secured by a pari passu Lien on the Collateral whether or not so secured) and the Fair Market Value of the Collateral to be purchased therewith, the Loan to Value Ratio—Additional Indebtedness is less than the lesser of (x) 0.70 to 1.0 and (y)
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Permitted Incremental Indebtedness. : means Indebtedness consisting of first lien secured, junior secured or unsecured notes or junior secured or unsecured loans that are issued or made in lieu of the Incremental Term Loans, provided that (a) the aggregate principal amount of all Permitted Incremental Indebtedness shall not exceed an amount equal to the sum of (x) $25,000,000, l ess the aggregate amount of Indebtedness incurred in reliance on clause (a)(i)
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Examples of Permitted Incremental Indebtedness in a sentence

  • Prior to the Maturity Date, Borrower shall have the right from time to time to prepay the unpaid principal sum or any portion thereof under this Floating Rate Note, plus all interest accrued thereon plus all other sums due and payable to Lender without penalty, provided that such prepayment shall not be directly or indirectly from the proceeds of Specified Indebtedness, Permitted Acquisition Indebtedness or Permitted Incremental Indebtedness.


More Definitions of Permitted Incremental Indebtedness

Permitted Incremental Indebtedness means Indebtedness consisting of first lien secured, junior secured or unsecured notes or junior secured or unsecured loans that are issued or made in lieu of the Incremental Term Loans, provided that (a) the aggregate principal amount of all Permitted Incremental Indebtedness shall not exceed an amount equal to the sum of (x) $25,000,000, l ess the aggregate amount of Indebtedness incurred in reliance on clause (a)(i)(x) of S ection 2.19 (provided that, for the avoidance of doubt, the amount available to the Borrowers pursuant to this clause (x) shall be available at all times and shall not be subject to any ratio test) and (y) an unlimited amount at any time so long as, with respect to this clause (y) only, after giving effect the incurrence of the Permitted Incremental Indebtedness and any Incremental Term Loans (assuming such amounts are secured by a pari passu Lien on the Collateral whether or not
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Permitted Incremental Indebtedness means Indebtedness consisting of first lien secured, junior secured or unsecured notes or junior secured loans that are issued or made in lieu of the Incremental Facilities, provided that (a) the aggregate principal amount of all Permitted Incremental Indebtedness shall not exceed the sum of (x) (1) $275.0175.0 million in the aggregate less (2) the amount of any Incremental Facilities incurred pursuant to Section 2.18(a)(w), plus (y) the amount of all voluntary prepayments (and, in the case of Revolving Loans, a corresponding permanent reduction in Revolving Commitments) of Loans under the Credit Facility prior to such time, plus (z) unlimited additional amounts so long as, in the case of any amounts incurred under this clause (z), immediately after giving Pro Forma Effect to the incurrence of such Permitted Incremental Indebtedness and/or the Loans in respect of Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments (assuming the full amount thereof is drawn) incurred under Section 2.18(a)(x) and after giving Pro Forma Effect to any Acquisition or Investment that may be consummated therewith, the First Lien Leverage Ratio (calculated on a Pro Forma Basis such that (A) all such Loans in respect of Incremental Term Loan Commitments and/or Revolving Commitments (assuming the full amount of all revolving credit commitments incurred in reliance thereon are drawn and assuming such amounts are secured on a first-lien basis, whether or not so secured) and (B) the proceeds of such Incremental Facility and/or Permitted Incremental Indebtedness being incurred shall not be netted against indebtedness for purposes of the calculation relating to such incurrence) shall not be greater than 4.50 to 1.00 as of the last day of the Testing Period most recently ended on or prior to the date of such incurrence for which Section 6.01 Financials are available on a Pro Forma Basis, (b) to the extent such Indebtedness is being incurred (i) in connection with a Permitted Acquisition or other Investment permitted by this Agreement, no Specified Event of Default shall exist or be continuing at the time of incurrence and (ii) for a purpose other than that described in the immediately preceding clause (b)(i), no Event of Default shall exist or be continuing at the time of incurrence, (c) if secured, the maturity of any such Indebtedness shall not be earlier than the Latest Maturity Date of the InitialTranche B Term Loans (or if such Indebtedness is unsecured,...
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Related to Permitted Incremental Indebtedness

  • Permitted Indebtedness means, without duplication, each of the following:

  • Principal Indebtedness means the principal amount of the entire Loan outstanding as the same may be increased or decreased, as a result of prepayment or otherwise, from time to time.

  • Permitted Financial Indebtedness means Financial Indebtedness:

  • Permitted Additional Indebtedness means Permitted Additional Unsecured Indebtedness and Permitted Additional Secured Indebtedness.

  • Other Permitted Indebtedness means (a) accrued expenses and current trade accounts payable incurred in the ordinary course of the Borrower’s business which are not overdue for a period of more than 90 days or which are being contested in good faith by appropriate proceedings, (b) Indebtedness (other than Indebtedness for borrowed money) arising in connection with transactions in the ordinary course of the Borrower’s business in connection with its securities transactions, derivatives transactions, reverse repurchase agreements or dollar rolls to the extent such transactions are permitted under the Investment Company Act and the Borrower’s Investment Policies (after giving effect to any Permitted Policy Amendments), provided that such Indebtedness does not arise in connection with the purchase of Portfolio Investments other than Cash Equivalents and U.S. Government Securities and (c) Indebtedness in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as such judgments or awards do not constitute an Event of Default under clause (l) of Article VII.

  • Permitted Subordinated Indebtedness means Indebtedness incurred after the Closing Date by the Borrower or the Subsidiaries that is (i) subordinated to the Obligations and all other Indebtedness owing from the Borrower or the Subsidiaries to the Lender pursuant to a written subordination agreement satisfactory to the Lender in its sole discretion and (ii) in an amount and on terms approved by the Lender in its sole discretion.

  • Permitted Secured Indebtedness any Secured Indebtedness that:

  • Permitted Acquisition Indebtedness means Indebtedness (including Disqualified Stock) of the Company or any of the Restricted Subsidiaries to the extent such Indebtedness was Indebtedness:

  • Additional Indebtedness means any Additional Specified Indebtedness that (1) is secured by a Lien on Collateral and is permitted to be so secured by:

  • Designated Indebtedness has the meaning assigned to such term in the Guarantee and Security Agreement.

  • Final Indebtedness has the meaning set forth in Section 3.2(b).

  • Permitted Debt means any Financial Indebtedness:

  • Permitted Existing Indebtedness means the Indebtedness of the Company and its Subsidiaries identified as such on Schedule 1.1.1 to this Agreement.

  • Permitted Subordinated Debt means Indebtedness incurred by Credit Parties; provided that (i) such Indebtedness shall be subordinated in right of payment to the payment in full of the Obligations, (ii) such Indebtedness shall be either (x) unsecured or (y) secured by the Collateral on a junior basis (including with respect to the control of remedies) with the Obligations, (iii) if such Indebtedness is secured, the holders of such Indebtedness (or their senior representative or agent) and the Collateral Trustee shall be party to a subordination agreement reasonably satisfactory to the Requisite Holders, (iv) such Indebtedness shall not be at any time guaranteed by any Subsidiaries other than Subsidiaries that are Guarantors and the terms of such guarantee shall be no more favorable to the secured parties in respect of such Indebtedness than the terms of the Guarantee, (v) such Indebtedness shall have covenants, default and remedy provisions and other terms and conditions (other than interest, fees, premiums, funding discounts or optional prepayment or redemption provisions) that are substantially identical to, or less favorable to the investors providing such Indebtedness than, those set forth in this Indenture, (vi) the maturity date of such Indebtedness shall be no earlier than the date that is ninety one (91) days after the Stated Maturity Date, and (vii) there shall be no scheduled amortization of such Indebtedness, and such Indebtedness shall not be subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (except customary asset sale or change-of-control provisions that provide for the prior repayment in full of the Notes and all other Obligations), in each case prior to the date that is ninety one (91) days after the Stated Maturity Date.

  • Permitted Unsecured Indebtedness Indebtedness of any Loan Party (a) that is not (and any Guarantees thereof by any Loan Party are not) secured by any collateral (including the Collateral), (b) that does not mature earlier than the date that is 91 days after the Latest Maturity Date then in effect at the time of incurrence thereof and has a weighted average life to maturity no shorter than the Facility of Term Loans with the Latest Maturity Date in effect at the time of incurrence of such Indebtedness, (c) that does not provide for any amortization, mandatory prepayment, redemption or repurchase (other than upon a change of control, fundamental change, customary asset sale or event of loss mandatory offers to purchase and customary acceleration rights after an event of default and, for the avoidance of doubt, rights to convert or exchange into Capital Stock of the Borrower in the case of convertible or exchangeable Indebtedness) prior to the date that is 91 days after the Latest Maturity Date then in effect at the time of incurrence thereof, (d) that contains covenants, events of default, guarantees and other terms that are customary for similar Indebtedness in light of then-prevailing market conditions (it being understood and agreed that such Indebtedness shall not include any financial maintenance covenants and that applicable negative covenants shall be incurrence-based to the extent customary for similar Indebtedness) and, when taken as a whole (other than interest rates, rate floors, fees and optional prepayment or redemption terms), are not more favorable to the lenders or investors providing such Permitted Unsecured Indebtedness, as the case may be, than those set forth in the Loan Documents are with respect to the Lenders (other than covenants or other provisions applicable only to periods after the Latest Maturity Date then in effect at the time of incurrence thereof); provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness or the modification, refinancing, refunding, renewal or extension thereof (or such shorter period of time as may reasonably be agreed by the Administrative Agent), together with a reasonably detailed description of the material terms and conditions of such resulting Indebtedness or drafts of the material definitive documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements shall be conclusive, and (e) that is not guaranteed by any Person other than on an unsecured basis by the Borrower and/or Restricted Subsidiaries that are Loan Parties.

  • Permitted Convertible Indebtedness means any unsecured Indebtedness issued under the Convertible Senior Notes, and any refinancings or replacements thereof that is unsecured Indebtedness issued by the Borrower and/or guaranteed by a Loan Party; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing or replacement 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 and by an amount equal to any existing commitments unutilized thereunder, and (ii) any Indebtedness in connection with a refinancing or a replacement thereof shall (A) not mature or require any payment of principal thereof prior to the date that is 91 days past the Maturity Date and (B) have covenants that are not more restrictive (taken as a whole) than those set forth herein; provided, further, that the conversion of Permitted Convertible Indebtedness, including any requirement or decision to pay cash upon any conversion of Permitted Convertible Indebtedness in lieu of all or any portion of the Equity Interests of the Borrower due upon conversion of such Permitted Convertible Indebtedness, and the requirement of the Borrower to repurchase Permitted Convertible Indebtedness prior to its stated maturity date upon a fixed date or upon the occurrence of a fundamental change (which would include customary change of control provisions or a termination of trading of the Borrower’s common stock on the exchange on which it is then listed), shall not constitute a maturity or the requirement of any payment of principal of such Permitted Convertible Indebtedness prior to the date that is 91 days past the Maturity Date hereunder for purposes of this definition.

  • 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

  • Total Secured Indebtedness means (a) all Secured Indebtedness of the Consolidated Group determined on a consolidated basis plus (b) the Consolidated Group Pro Rata Share of Secured Indebtedness attributable to interests in Unconsolidated Affiliates.

  • Acquisition Indebtedness means any Indebtedness of the Loan Parties that has been issued for the purpose of financing, in part, the acquisition of an Acquired Entity or Business.

  • Consolidated Senior Secured Indebtedness means, as of any date of determination, Consolidated Total Indebtedness as of such date that is not subordinated in right of payment to the Secured Obligations and is secured by a Lien on the Collateral securing the Loan Document Obligations.

  • Total Indebtedness means, as of any date, without duplication, the aggregate amount of Indebtedness of the Borrower and its Subsidiaries on such date, less the aggregate amount of all cash and cash equivalents of the Borrower and its Subsidiaries on such date, in each case as would appear as a liability or as cash or cash equivalents, on a consolidated balance sheet of the Borrower and its Subsidiaries prepared as of such date in accordance with GAAP.

  • Balloon Indebtedness means Long-Term Indebtedness, 25% or more of the original principal amount of which becomes due (either by maturity or mandatory redemption) during any consecutive twelve-month period, if such principal amount becoming due is not required to be amortized below such percentage by mandatory redemption or prepayment prior to such twelve-month period.

  • Senior Secured Indebtedness means, with respect to any Person as of any date of determination, any Specified Indebtedness; provided that such Indebtedness is in each case secured by a Lien on the assets of the Issuer or its Restricted Subsidiaries on a basis pari passu with or senior to the security in favor of the Notes.

  • Refinancing Indebtedness means Indebtedness that Refinances any Indebtedness of the Company or any Restricted Subsidiary existing on the Issue Date or Incurred in compliance with this Indenture, including Indebtedness that Refinances Refinancing Indebtedness; provided, however, that:

  • Permitted Subsidiary Indebtedness means any of the following:

  • Secured Indebtedness means any Indebtedness secured by a Lien.