Permitted Second Lien Indebtedness means Second Lien Indebtedness of Holdings or the Borrower; provided, that, (a) (i) such Indebtedness shall not be secured by any property or assets of Holdings or any Subsidiary other than the Collateral, (ii) 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) and (iii) a Senior Representative acting on behalf of the holders of such Second Lien Indebtedness shall have become party to the First Lien/Second Lien Intercreditor Agreement (provided, that, if the First Lien/Second Lien Intercreditor Agreement has not previously been executed and delivered, then Holdings, the other Subsidiary Loan Parties, the Administrative Agent and the Senior Representative for such Second Lien Indebtedness shall have executed and delivered the First Lien/Second Lien Intercreditor Agreement), (b) such Second Lien Indebtedness does not mature earlier than the Latest Maturity Date in effect hereunder at the time of incurrence thereof and has a weighted average life to maturity no shorter than the Class of Term Loans hereunder with the then longest weighted average life to maturity, (c) such Second Lien Indebtedness contains covenants, events of default and other terms that, when taken as a whole (other than interest rates, 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 Second Lien 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 incurrence of such Second Lien 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 summary of the material terms and conditions of such resulting Second Lien Indebtedness, stating that Holdings has determined in good faith that such material terms and conditions satisfy the requirements set forth in this clause (c), which determinati...
Permitted Second Lien Indebtedness means any Indebtedness of Borrower (and Contingent Obligations of the Guarantors in respect thereof) that (a) is secured by the Collateral on a second priority (or other junior priority) basis to the Liens securing the Obligations and the obligations in respect of any Permitted First Priority Refinancing Debt and any Permitted First Lien Indebtedness and is not secured by any property or assets of Borrower or any Restricted Subsidiary other than the Collateral, (b) meets the Permitted Junior Debt Conditions and (c) the holders of such Indebtedness (or their representative) shall be party to the Second Lien Intercreditor Agreement (as “Second Priority Debt Parties”) with the Administrative Agent.
Permitted Second Lien Indebtedness means the GM Permitted Second Lien Indebtedness, and any Permitted Second Lien Replacement Indebtedness.
Examples of Permitted Second Lien Indebtedness in a sentence
The Parent and the Borrower will not, and will not permit any other Subsidiary to, create, incur, assume or permit to exist any Indebtedness secured by a Lien (other than the Secured Obligations and, subject to the Intercreditor Agreement, the Permitted Second Lien Indebtedness) on any Restricted Property that would utilize any of the Lien Basket Amount under the Existing Senior Notes Indentures (that permits Liens on Restricted Property without equally and ratably securing the Existing Senior Notes).
Section 2.14 of the Credit Agreement is hereby amended by (a) deleting “(i)” after “other than” in the first parenthetical of Subsection 2.14(f) and (b) deleting “and (ii) Permitted Second Lien Indebtedness incurred to refinance the Term Loans or the Senior Notes, up to the original principal amount of the refinanced Term Loans or Senior Notes, as applicable” after “of the refinanced Indebtedness” at the end of the first parenthetical in Subsection 2.14(f).
For the avoidance of doubt, for the purposes of this Section 11.7(a), the amount of any Senior Notes or Permitted Second Lien Indebtedness shall be calculated using the Fair Market Value of such Senior Notes or Permitted Second Lien Indebtedness at the time of the prepayment, repurchase, redemption or defeasance thereof.
The first parenthetical in Section 2.14(f) of the Credit Agreement is hereby amended in its entirety to read as follows: (other than (i) Indebtedness constituting Permitted Refinancing Indebtedness up to the original principal amount of the refinanced Indebtedness and (ii) Permitted Second Lien Indebtedness incurred to refinance the Term Loans or the Senior Notes, up to the original principal amount of the refinanced Term Loans or Senior Notes, as applicable).
The definition of Permitted Second Lien Indebtedness is hereby amended by adding the following before the word “such” in clause (b) thereof: “except as expressly permitted by Section 2.24,”.
More Definitions of Permitted Second Lien Indebtedness
Permitted Second Lien Indebtedness means any Indebtedness of the Borrower and Guarantors that (a) (i) is secured by the Collateral on a second priority (or other junior priority) basis to the liens securing the Obligations and the obligations in respect of any Permitted First Priority Refinancing Debt and is not secured by any property or assets of the Borrower or any Restricted Subsidiary other than the Collateral, (ii) is on terms and conditions (including as to covenants) customary in the good faith determination of the Borrower for second lien notes issued under Rule 144A or other private placement transaction of the Securities Act, (iii) meets the Permitted Junior Debt Conditions and (iv) the holders of such Indebtedness (or their representative) and the Administrative Agent shall be party to the Second Lien Intercreditor Agreement.
Permitted Second Lien Indebtedness. Any Indebtedness of the Loan Parties that (i) is secured by the Collateral on a second priority (or other junior priority) basis to the liens securing the Obligations and is not secured by any property or assets of the Loan Parties or any Restricted Subsidiary other than the Collateral and (ii) meets the Permitted Debt Conditions. The holders of such Indebtedness (or their representative) and the Administrative Agent shall be party to the Second Lien Intercreditor Agreement.
Permitted Second Lien Indebtedness means Debt of the Parent Guarantor and its Subsidiaries that is secured by a second priority Lien on any asset or Property of the Parent Guarantor or any Restricted Subsidiary (excluding (a) customary collateralization of the obligations of defaulting lenders and/or obligations in connection with letters of credit and (b) purchase money and similar financings); provided, that such Debt (i) is subject to an intercreditor agreement in a form that is reasonably satisfactory to the Majority Lenders, (ii) has a maturity date that is not earlier than 91 days after the Revolving Maturity Date (determined at the time of issuance or incurrence) and (iii) is issued at market terms, as certified by a Responsible Officer of the Parent Guarantor in good faith; provided, further, that the terms and documentation of such Debt shall be (A) reasonably satisfactory to the Administrative Agent or (B) either (x) not materially more restrictive, taken as a whole, to the Parent Guarantor and its Restricted Subsidiaries, than the Loan 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 the Revolving Maturity Date, as certified by a Responsible Officer of the Parent Guarantor in good faith.
Permitted Second Lien Indebtedness means Indebtedness permitted under Section 6.1(e). As of the date hereof, Indebtedness under the Second Lien Credit Agreement constitutes Permitted Second Lien Indebtedness.
Permitted Second Lien Indebtedness has the meaning set forth in Section 7.01(r).
Permitted Second Lien Indebtedness means Indebtedness for borrowed money of Holdings or the Parent Borrower or a Subsidiary (or, subject to clause (ii) of the second sentence of this definition, any Guarantee by a Loan Party thereof) secured on a second-priority (or other junior priority) basis by the assets of any Loan Party; provided that (a) such Indebtedness satisfies the requirements set forth below and (b) the Parent Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer (i) designating such Indebtedness as “Permitted Second-Lien Indebtedness”, (ii) specifying the initial principal amount thereof, (iii) identifying the trustee, administrative agent or collateral agent (or equivalent agent or representative of the creditors) thereunder and (iv) certifying that such Indebtedness satisfies the requirements set forth in this definition and that after giving effect to the incurrence thereof no Default or Event of Default shall have occurred and be continuing. No Indebtedness shall be Permitted Second-Lien Indebtedness at any time unless it satisfies the following requirements at such time:
Permitted Second Lien Indebtedness. As of the Fifth Amendment Effective Date, the definition of “Permitted Second Lien Indebtedness” is hereby added to Section 1.01 of the Existing Credit Agreement as follows: