Permitted Pari Passu Debt means any Indebtedness issued or incurred by the Borrower or any Guarantor secured by the Collateral on a pari passu basis to the Liens securing the Obligations and is not secured by any property or assets of Borrower or any Restricted Subsidiary other than the Collateral and the holders of which (or their representative) and Administrative Agent are party to the applicable Intercreditor Agreements (and the Lenders direct and authorize the Agents to enter into any such Intercreditor Agreement on their behalf), (i) the terms of which (1) do not provide for a scheduled maturity date prior to the Latest Maturity Date, (2) excluding pricing, fees, rate floors and premiums are, taken as a whole, no more restrictive in any material respect than the terms set forth in this Agreement and (3) other than in the case of a revolving credit facility, does not have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of any outstanding Term Loans (without giving effect to any prepayments of originally scheduled amortization of such outstanding Term Loans) and (ii) except as expressly provided in Section 6.01(p), in respect of which no Subsidiary of the Borrower that is not an obligor or guarantor under the Loan Documents is an obligor or guarantor; provided that immediately prior to and after giving effect to any incurrence of Permitted Pari Passu Debt and the application of proceeds therefrom, no Default or Event of Default shall have occurred and be continuing or would result therefrom.
Permitted Pari Passu Debt. Debt of the Borrower or any Subsidiary Guarantor not to exceed $250,000,000 in the aggregate that is pari passu, including with respect to the Collateral, with the Obligations (as defined in the Guarantee and Collateral Agreement) pursuant to a security agreement in form and substance satisfactory to the Administrative Agent and an intercreditor agreement in the form of Exhibit K or otherwise on terms reasonably satisfactory to the Administrative Agent.
Permitted Pari Passu Debt means any Pari Passu Debt; provided, however, that:
Examples of Permitted Pari Passu Debt in a sentence
Each Secured Party acknowledges and agrees that any of the Administrative Agent and Collateral Agent (or one or more of their respective Affiliates) may (but are not obligated to) act as the “Debt Representative” or like term for the holders of Permitted Pari Passu Debt or Permitted Junior Lien Debt under the security agreements with respect thereto or any Intercreditor Agreement then in effect.
Each Lender hereby agrees that the Administrative Agent may enter into any Intercreditor Agreement pursuant to the terms hereof on its behalf and agrees to be bound by the terms thereof and, in the case of any Intercreditor Agreement relating to Permitted Pari Passu Debt, consents and agrees to the appoint of JPMCB on its behalf as collateral agent thereunder.
Notwithstanding anything to the contrary herein the Collateral Agent shall enter into the applicable Intercreditor Agreements (and the Lenders direct and authorize the Agents to enter into any such Intercreditor Agreement on their behalf) upon the request of Borrower in connection with the incurrence of Permitted Pari Passu Debt or any Permitted Second Lien Debt, in each case permitted to be incurred pursuant to Sections 6.01(n) and 6.01(p) respectively.
More Definitions of Permitted Pari Passu Debt
Permitted Pari Passu Debt means secured Indebtedness incurred by Borrower, and which may provide for guarantees with respect thereto by any Loan Party, in the form of senior secured notes or loans; provided that (i) such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Secured Obligations, (ii) such Indebtedness is not secured by any Lien on any asset of any Person other than any asset constituting Collateral, (iii) the security agreements relating to such Indebtedness are, taken as a whole and as determined by Borrower, substantially the same as the Security Documents (with such differences as are reasonably satisfactory to the Administrative Agent); provided that a certificate of a Responsible Officer of Borrower delivered to the Administrative Agent at least five Business Days 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 Borrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (iii) shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent notifies Borrower within such five Business Day period that it reasonably disagrees with such determination (including a description of the basis upon which it disagrees), (iv) such Indebtedness shall not be subject to any guarantee by any Person other than a Loan Party and (v) a Senior Representative validly acting on behalf of the holders of such Indebtedness shall have become a party to the First Lien Intercreditor Agreement with the Administrative Agent and/or the Collateral Agent (as agent for the Secured Parties) and any other Senior Representative then party to such First Lien Intercreditor Agreement. Permitted Pari Passu Debt will include any Registered Equivalent Notes issued in exchange therefor.
Permitted Pari Passu Debt means secured Indebtedness incurred by Borrower, and which may provide for guarantees with respect thereto by any Loan Party, in the form of senior secured notes or loans; provided, that (i) such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Secured Obligations, (ii) such Indebtedness is not secured by any Lien on any asset of any Person other than any asset constituting Collateral, (iii) the security agreements relating to such Indebtedness are, taken as a whole and as determined by Borrower, substantially the same as the Security Documents (with such differences as are reasonably satisfactory to the Administrative Agent); provided that a certificate of a Responsible Officer of Borrower delivered to the Administrative Agent at least five Business Days 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 Borrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (iii) shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent notifies Borrower within such five Business Day period that it reasonably disagrees with such determination (including a description of the basis upon which it disagrees), (iv) such Indebtedness shall not be subject to any guarantee by any Person other than a Loan Party and (v) a Senior Representative validly acting on behalf of the holders of such Indebtedness shall have become a party to the First Lien Intercreditor Agreement with the Administrative Agent and/or the Collateral Agent (as agent for the 45 Secured Parties) and any other Senior Representative then party to such First Lien Intercreditor Agreement. Permitted Pari Passu Debt will include any Registered Equivalent Notes issued in exchange therefor.
Permitted Pari Passu Debt. Indebtedness incurred with respect to private placement bond issuances or other Indebtedness, in each case, that (i) is unsecured, (ii) is pari- passu or subordinate to the Obligations and (iii) the documentation and structure for such Indebtedness has been reviewed and approved by the Arrangers prior to the incurrence of such Indebtedness.
Permitted Pari Passu Debt means Debt of the Borrower owed to an Arm’s Length Person (which, for greater certainty, may include a Lender not acting in its capacity as such), provided that:
Permitted Pari Passu Debt means any (a) Permitted Pari Passu Secured Refinancing Debt, (b) Permitted Junior Secured Refinancing Debt, (c) Permitted Incremental Equivalent Debt that is secured, (d) other Indebtedness that is permitted to be secured by Section 7.01(hh) and (e) any Permitted Refinancing of Indebtedness under clauses (a) through (d).
Permitted Pari Passu Debt means any secured Debt incurred by Borrower or any other Loan Party and guarantees with respect thereto by any Loan Party; provided that (i) such Debt is issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Debt) in exchange for, or to extend, renew, replace or refinance, in whole or part, existing Revolving Loans or to directly fund new deals, (ii) such Debt 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 any Loan Party other than the Collateral, (iii) such Debt does not have a maturity date prior to the Maturity Date at the time such Debt is incurred (or at the time the maturity date of such Debt is adjusted as a result of any amendment or modification to such Debt), (iv) such Debt is not guaranteed by any Affiliates of Borrower that are not Guarantors, (v) the terms and conditions of such Debt (excluding pricing, interest rate margins, rate floors, discounts, premiums, fees, and prepayment or redemption terms and provisions which shall be determined by Borrower) are not materially more restrictive to Borrower and its Subsidiaries (when taken as a whole) than the terms and conditions of this Agreement (when taken as a whole) (it being understood that to the extent that a materially more restrictive term is provided for the benefit of such Debt, no consent shall be required from Agent if Borrower agrees to add such terms to this Agreement), (vi) the holder (or a representative validly acting on behalf of the holders) of such Debt shall have become party to an intercreditor agreement on terms that are reasonably satisfactory to Agent and Lenders, (vii) the Senior Leverage Ratio for the most recently completed fiscal quarter of Borrower shall not be in excess of 4.50 to 1.00 on a pro forma basis as if such Debt had been incurred on the last day of such fiscal quarter, and (viii) Agent and Lenders consent in writing to the incurrence of such Debt, which consent shall not be unreasonably withheld. -33-
Permitted Pari Passu Debt means any secured Indebtedness incurred by the Borrower, provided that (i) such Indebtedness is secured by the Collateral on a pari passu basis with the Senior Credit Obligations and under security documents substantially similar to the Collateral Documents and is not secured by any property or assets of Holdings, Borrower or any Subsidiary other than the Collateral, (ii) such Indebtedness is not at any time guaranteed by any Subsidiaries other than Subsidiaries that are Subsidiary 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 Guaranty, (iii) the holders of such Indebtedness (or their representative) and the Collateral Agent shall be party to the Pari Passu Intercreditor Agreement, (iv) the maturity date of such Indebtedness shall not be earlier than the Maturity Date, (v) there shall be no scheduled amortization of such Indebtedness, and such Indebtedness shall not be subject to mandatory redemption, repurchase, prepayment or sinking fund obligations (except for customary asset sale or change-in-control provisions that provide for the prior payment in full of the Loans and all other Senior Credit Obligations) in each case prior to the Maturity Date, and (vi) such Indebtedness has covenants, default and remedy provisions and other terms and conditions (other than interest, fees, premiums, funding discounts, or optional prepayment provisions) that are substantially similar to, or (taken as a whole) not materially more favorable to the investors providing such Permitted Pari Passu Debt than, those set forth in this Agreement (or (A) as otherwise reasonably satisfactory to the Administrative Agent or (B) that take effect after the Maturity Date).