Permitted Junior Indebtedness definition

Permitted Junior Indebtedness means (a) Permitted Second Lien Indebtedness and (b) Indebtedness of the Borrower and its Subsidiaries (“First Lien Second Out Junior Indebtedness”) that (i) is secured by the Liens on the Collateral that secure the First Out Obligations but provide for collateral recovery in respect of such Liens to be junior to the collateral recovery in respect of the First Out Obligations, (ii) is subject to the Existing Intercreditor Agreement such that the lending parties under such Indebtedness are “Priority Lien Secured Parties” (as defined therein), (iii) is subject to a First Lien Intercreditor Agreement, (iv) has a maturity date (taking into account any adjustable features of the maturity date) that is not earlier than 91 days after the Maturity Date (determined at the time of issuance or incurrence of such First Lien Second Out Junior Indebtedness), (v) is issued at market terms, as certified by an Authorized Officer of the Borrower in good faith, which certification may be made at the time that the documents governing such Indebtedness are entered into and (vi) may not be mandatorily prepaid prior to the repayment of the Term Loans (except regularly scheduled amortization payments not to exceed 1% annually of the original principal amount of such Indebtedness); provided, further, that the terms and documentation of such Indebtedness shall be (A) reasonably satisfactory to the Administrative Agent or (B) either (x) not materially more restrictive, taken as a whole, to the Borrower and its Subsidiaries, than the Credit Documents (or if materially more restrictive, the Lenders receive the benefit of the more restrictive terms which, for the avoidance of doubt, may be provided to the Lenders without consent) or (y) if more restrictive, then such more restrictive terms are only applicable after all of the First Out Obligations then due shall have been indefeasibly paid in full in cash, in each case, as certified by an Authorized Officer of the Borrower in good faith.

Permitted Junior Indebtedness means (a) Permitted Subordinated Debt, (b) Permitted Refinancing Indebtedness of Permitted Subordinated Debt, (c) Permitted Junior Priority Refinancing Indebtedness, (d) Permitted Unsecured Refinancing Indebtedness, (e) Incremental Equivalent Indebtedness that is unsecured, (f) Incremental Equivalent Indebtedness that is secured by a Lien on the Collateral ranking junior to the Lien securing the Obligations and (g) any other Indebtedness not incurred under this Credit Agreement that is either (i) secured by a Lien on the Collateral that is subordinate to the Lien securing the Obligations, (ii) expressly subordinated in right of payment to the prior payment of the obligations of the Credit Parties under the Credit Documents or (iii) unsecured.

Permitted Junior Indebtedness is hereby amended by (i) replacing “and” immediately before clause (b) thereof with “,” and (ii) replacing “.” at the end of thereof with “and (c) any Indebtedness permitted under Section 11.1(bb).”

Examples of Permitted Junior Indebtedness in a sentence

• Neither Holdings nor any of its Subsidiaries will designate any Indebtedness other than Indebtedness arising under this Credit Agreement and the other Credit Documents as “senior indebtedness” (such term or any other similar term as used in the definitive documentation for any Permitted Junior Indebtedness).

• Five (5) Business Days prior written notice of the incurrence by the Borrower or any Restricted Subsidiary of any Permitted Unsecured Indebtedness, Permitted Junior Indebtedness, Permitted Refinancing Debt or, if in excess of $10.0 million, any other Indebtedness as well as the amount thereof, the anticipated closing date and definitive documentation for the foregoing and any other related information reasonably requested.

• Amend, modify or change in any manner any term or condition of or waive any of their respective rights under, the Tax Sharing Agreement, any Existing Subordinated Note Document or New Subordinated Note Document, or any document governing any Permitted Junior Indebtedness, except for (i) any refinancing, repurchase, refunding, renewal or extension thereof permitted by Section 7.02(h) and (ii) in any case, where any such amendment, modification or change is not adverse in any respect to the Lenders.

• Amend, modify or change in any manner any term or condition of or waive any of their respective rights under, the Tax Sharing Agreement, any Subordinated Note Document, or any document governing any Permitted Junior Indebtedness, except for (i) any refinancing, repurchase, refunding, renewal or extension thereof permitted by Section 7.02(h) and (ii) in any case, where any such amendment, modification or change is not adverse in any material respect to the Lenders.

More Definitions of Permitted Junior Indebtedness

Permitted Junior Indebtedness means Indebtedness of the Company, provided that: (a) the stated final maturity of such Indebtedness shall not be earlier than the 366th day after the Maturity Date; (b) such Indebtedness shall not be required to be repaid, prepaid, redeemed, repurchased or defeased, in whole or in part, whether on one or more fixed dates, upon the occurrence of one or more events or at the option of any holder thereof (except, in each case, upon the occurrence of an event of default, the occurrence of a change in control or fundamental change that would also constitute a Fundamental Change under this Indenture, the occurrence of an Asset Sale that would also require an Asset Sale Offer under this Indenture, or, in the case of convertible notes, upon conversion) prior to the date that is the 366th day after the Maturity Date; (c) such Indebtedness shall be expressly subordinated in right of payment or contractually subordinated to the Notes or the Note Guarantees, as applicable; (d) such Indebtedness shall not constitute an obligation (including pursuant to a guarantee) of any Subsidiary of the Company; and (e) such Indebtedness shall not be secured by any Lien on any asset of the Company or any of its Subsidiaries.

Permitted Junior Indebtedness has the meaning set forth in Section 5.5(b).

Permitted Junior Indebtedness means (a) the Permitted 2026 Notes and (b) any Permitted Refinancing Indebtedness in respect thereof.

Permitted Junior Indebtedness has the meaning specified in Section 7.02(m).

Permitted Junior Indebtedness means (a) Permitted Second Lien Indebtedness and (b) Indebtedness of the Borrower and its Subsidiaries (“First Lien Second Out Junior Indebtedness”) that

Permitted Junior Indebtedness means unsecured subordinated Indebtedness of the Company; provided that such Indebtedness (a) is subordinate in payment to the Obligations pursuant to subordination provisions that are customary in the market for such Indebtedness as reasonably determined in writing by the Administrative Agent, (b) does not have a maturity date shorter than six months following the Maturity Date and (c) has terms that taken as a whole are no more restrictive than the terms of the Loan Documents, provided that after giving effect to the issuance of such Indebtedness, no Default or Event of Default shall have occurred or be continuing or would occur as a result thereof.

Permitted Junior Indebtedness means subordinated Indebtedness of the Borrower that has (i) no principal payments due on a date that is earlier than twenty-four months after the Tranche B Maturity Date, (ii) subordination and intercreditor provisions that are reasonably satisfactory to the Required Lenders and (iii) a fixed interest rate, which rate shall be, in the good faith judgment of the a Financial Officer of the Borrower, consistent with the market at the time of issuance for similar subordinated Indebtedness.