Permitted Second Lien Payments definition

Permitted Second Lien Payments means the Payments permitted by Clause 8.3 (Permitted Payments: Second Lien Liabilities).
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Permitted Second Lien Payments means:
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Permitted Second Lien Payments means (a) Second Lien Interest Payments; provided that no Second Lien Interest Payments may be made in cash (but, for the avoidance of doubt, may be paid in kind by capitalizing such interest payment) at any time (i) before August 31, 2018; (ii) during a Cash Dominion Period (as defined in the First Lien Loan Agreement); and (iii) that the Second Lien Interest Payment Conditions are not met; (b) Second Lien Other Payments, so long as before and after giving effect to such Second Lien Other Payment, the “Payment Conditions” (as defined in the First Lien Loan Agreement, as in effect on the date hereof) are satisfied, as evidenced by (1) a compliance certificate (in substantially the form attached as Exhibit A hereto), delivered to both the First Lien Agent and the Second Lien Agent three Business Days prior to the making of any such payment, and including detailed calculations with respect to the conditions set forth in clause (b) of the definition of “Payment Conditions” in the First Lien Loan Agreement and (2) a compliance certificate (in substantially the form attached as Exhibit A hereto), delivered to First Lien Agent on the date such payment is made, including detailed calculations with respect to the conditions set forth in clause (b) of the definition of “Payment Conditions” in the First Lien Loan Agreement; and (c) any Second Lien Agent Payments.
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Examples of Permitted Second Lien Payments in a sentence

  • Second Lien Agent, on behalf of itself and the other Second Lien Secured Parties, agrees that, prior to the Discharge of First Lien Debt, Second Lien Agent and the other Second Lien Secured Parties shall not have any right to receive payment on account of the Second Lien Debt other than Permitted Second Lien Payments as and when due.

  • Turnover 2L agrees to turnover proceeds (and before such turnover, hold in trust for the benefit of the 1L Lenders) of Collateral and all payments and distributions on account of the Second Lien Debt received prior to the Discharge of First Lien Debt (including reorganization securities to the extent required to be turned over under Reorganization Securities, except to the extent constituting Permitted Second Lien Payments).


More Definitions of Permitted Second Lien Payments

Permitted Second Lien Payments means (a) Second Lien Interest Payments; provided that no Second Lien Interest Payments may be made in cash (but, for the avoidance of doubt, may be paid in kind by capitalizing such interest payment) at any time (i) that cash interest payments are due and payable to the holders of the Company’s outstanding 5.00% / 7.00% Convertible Senior Secured Paid-in-Kind Toggle Notes due 2022 and such cash interest payments have not been made or satisfied in full; (ii) during a Cash Dominion Period (as defined in the First Lien Loan Agreement); or (iii) that the Second Lien Interest Payment Conditions are not met; (b) Second Lien Other Payments, so long as before and after giving effect to such Second Lien Other Payment, the “Payment Conditions” (as defined in the First Lien Loan Agreement, as in effect on the date hereof) are satisfied, as evidenced by (1) a compliance certificate (in substantially the form attached as Exhibit A hereto), delivered to both the First Lien Agent and the Second Lien Agent three Business Days prior to the making of any such payment, and including detailed calculations with respect to the conditions set forth in clause (b) of the definition of “Payment Conditions” in the First Lien Loan Agreement and (2) a compliance certificate (in substantially the form attached as Exhibit A hereto), delivered to First Lien Agent on the date such payment is made, including detailed calculations with respect to the conditions set forth in clause (b) of the definition of “Payment Conditions” in the First Lien Loan Agreement; and (c) any Second Lien Agent Payments.
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Permitted Second Lien Payments means (i) in each Fiscal Year, no later than one hundred five (105) days after the end of the immediately Fiscal Year, Holdings shall be entitled to prepay the Second Lien Debt in an amount equal to (i) 50% of Excess Cash Flow (as such term is defined in the Second Lien Credit Agreement as in effect on the Amendment Effective Date) for such immediately preceding Fiscal Year, to the extent required by the Second Lien Credit Agreement as in effect on the Amendment Effective Date and (ii) in each Fiscal Year, (x) so long as no Event of Default is continuing or would occur as a result thereof and (y) the Leverage Ratio as of the last day of the applicable “Excess Cash Flow Period” (as such term is defined in the Second Lien Credit Agreement as of the Amendment Effective Date) is less than 4.00:1.00, an amount not exceeding 75% of Excess Cash Flow (as so defined) for such immediately preceding Fiscal Year less the amount of any mandatory prepayment in respect of such Excess Cash Flow for such Excess Cash Flow Period, (ii) prepayments from the Net Proceeds of sales or other dispositions of assets that are of a category that are not included in the Aggregate Borrowing Base and which have not been used to prepay and permanently reduce the Revolving Credit Commitment or reinvested in productive replacement assets of a kind then used or usable in the business of Borrower during the period required by the Second Lien Credit Agreement and (iii) so long as no Event of Default is continuing or would occur as a result thereof, a Permitted Refinancing of the Second Lien Debt.
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Permitted Second Lien Payments means any payment by the Borrower to a Second Lien Creditor under, or in connection with, a Second Lien Finance Document in respect of:
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Related to Permitted Second Lien Payments

  • Permitted Second Priority Refinancing Debt secured Indebtedness incurred by the Borrower in the form of one or more series of second lien secured notes or second lien secured loans; provided that (i) such Indebtedness is secured by the Collateral on a second lien, subordinated basis to the Obligations and is not secured by any property or assets of the Borrower or any of its Subsidiaries other than the Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness in respect of Term Loans, (iii) such Indebtedness does not mature or have scheduled amortization or payments of principal prior to the date that is 91 days after the Latest Maturity Date at the time such Indebtedness is incurred, (iv) 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; provided that such differences are not more favorable to the investors in such secured Indebtedness), (v) such Indebtedness is not also incurred by or guaranteed by any Subsidiaries of the Borrower other than the Subsidiary Guarantors and is not incurred by or guaranteed by any other Person, (vi) an agent or representative acting on behalf of the holders of such Indebtedness (a “Second Lien Agent”) shall have become party to an intercreditor agreement in form and substance satisfactory to the Administrative Agent (the “Second Lien Intercreditor Agreement”); provided that, if such Indebtedness is the initial Permitted Second Priority Refinancing Debt incurred by the Borrower, then the Borrower, the Subsidiary Guarantors, the Administrative Agent and the Second Lien Agent for such Indebtedness shall have executed and delivered the Second Lien Intercreditor Agreement, (vii) the other terms and conditions of such secured Indebtedness are on the whole substantially identical to, or less favorable to the investors providing such secured Indebtedness, than those applicable to the Refinanced Debt (except for (x) pricing, fees, rate floors and prepayment or redemption premiums, which shall reflect market terms and conditions at the time of incurrence or issuance, (y) covenants or other provisions applicable only to periods after the date that is 91 days after the Latest Maturity Date that is in effect on the date such Indebtedness is issued, incurred or obtained and (z) differences that reflect the nature of such secured debt as fixed or floating rate securities), and (viii) a Responsible Officer shall have certified compliance with the foregoing requirements and that the incurrence of such Indebtedness complies with Section 6.2.

  • Permitted Asset Sale means any Asset Sale that is permitted under Section 6.8.

  • Permitted Obligations mean (i) nonspeculative Hedging Obligations of any Person and its Subsidiaries arising in the ordinary course of business and in accordance with such Person’s established risk management policies that are designed to protect such Person against, among other things, fluctuations in interest rates or currency exchange rates and which in the case of agreements relating to interest rates shall have a notional amount no greater than the payments due with respect to the applicable obligations being hedged and (ii) Commodity Trading Obligations. For the avoidance of doubt, such transactions shall be considered nonspeculative if undertaken in conformance with FE’s Corporate Risk Management Policy then in effect, as approved by FE’s Audit Committee, together with the Approved Business Unit Risk Management Policies referenced thereunder.

  • Second Lien Term Loans means the “Term Loans” under and as defined in the Second Lien Credit Agreement.

  • Permitted Asset Dispositions means the following Asset Dispositions:

  • Permitted Asset Disposition means (i) any Asset Disposition permitted by Section 8.5 and (ii) any Excluded Asset Disposition.

  • Excluded Asset Disposition means, with respect to any Consolidated Party, any Asset Disposition consisting of (i) the sale, lease, license, transfer or other disposition of inventory or other assets in the ordinary course of such Consolidated Party's business, (ii) the sale, lease, license, transfer or other disposition of Property no longer used or useful in the conduct of such Consolidated Party's business, (iii) any Involuntary Disposition by such Consolidated Party, (iv) any sale, lease, license, transfer or other disposition of Property by such Consolidated Party to any Credit Party, PROVIDED that the Credit Parties shall cause to be executed and delivered such documents, instruments and certificates as the Agent may reasonably request so as to cause the Credit Parties to be in compliance with the terms of Section 7.12 after giving effect to such transaction, (v) any portion of an Asset Disposition by such Consolidated Party constituting a Permitted Investment, (vi) if such Consolidated Party is not a Credit Party, any sale, lease, license, transfer or other disposition of Property by such Consolidated Party to any Consolidated Party that is not a Credit Party, (vii) the sale or disposition of Cash Equivalents for fair market value, (viii) any sale of accounts receivable in connection with the compromise thereof, (ix) the assignment of past due accounts for collection or (x) the licensing of Intellectual Property to third Persons on customary terms as determined by the licensor's board of directors in good faith; PROVIDED, HOWEVER, that the term "Excluded Asset Disposition" shall not include any Asset Disposition to the extent of the portion of the proceeds of such Asset Disposition that would be required under any Junior Financing Documentation to be applied to permanently retire Indebtedness of the Consolidated Parties.

  • Permitted First Priority Refinancing Debt means any secured Indebtedness incurred by the Borrower in the form of one or more series of senior secured notes or senior secured loans; provided that (i) such Indebtedness is secured by the Collateral on a pari passu basis with the Obligations and is not secured by any property or assets of Holdings and its Subsidiaries other than the Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness in respect of Term Loans, (iii) such Indebtedness does not mature prior to the Maturity Date of the Refinanced Debt and such Indebtedness shall have a Weighted Average Life to Maturity that is not shorter than the Refinanced Debt, (iv) to the extent applicable, 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), (v) no Restricted Subsidiary guarantees such Indebtedness unless it is a Subsidiary Guarantor (or becomes a Subsidiary Guarantor substantially concurrently with the incurrence of such Indebtedness); provided that, if, at any time, such Restricted Subsidiary ceases to be a Guarantor, it shall not guarantee such Indebtedness, (vi) the other terms and conditions of such Indebtedness (excluding pricing, fees, rate floors, premiums, optional prepayment or optional redemption provisions) reflect market terms and conditions at the time of incurrence and issuance; provided, that, to the extent such terms and documentation are not substantially identical to the Indebtedness being refinanced, (x) such terms (taken as a whole) shall be less favorable to the providers of such Permitted First Priority Refinancing Debt than those applicable to the Indebtedness being refinanced, except, in each case, for financial or other covenants or other provisions contained in such Indebtedness that are applicable only after the then Latest Maturity Date, or (y) such documentation shall be reasonably acceptable to the Administrative Agent and (vii) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to a Pari Passu Intercreditor Agreement and the Administrative Agent shall have become a party to the Pari Passu Intercreditor Agreement (or any then-existing Pari Passu Intercreditor Agreement shall have been amended or replaced in a manner reasonably acceptable to the Administrative Agent, which results in such Senior Representative having rights to share in the Collateral as provided in clause (i) above). Permitted First Priority Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

  • Excluded Payments means (i) indemnity payments paid or payable by Lessee to or in respect of Owner Participant, or Owner Trustee in its individual capacity, their respective Affiliates, successors and permitted assigns and their directors, officers, employees, servants and agents pursuant to Section 9 of the Participation Agreement or any corresponding payments under the Lease, (ii) proceeds of public liability insurance paid or payable as a result of insurance claims made, or losses suffered, by Owner Trustee in its individual capacity or by Owner Participant, that are payable directly to Owner Trustee in its individual capacity, or Owner Participant, respectively, for their own account, (iii) proceeds of insurance maintained with respect to the Aircraft by Owner Participant or any Affiliate thereof for its or their own account or benefit (whether directly or through Owner Trustee) and permitted under Section 11.2 of the Lease, (iv) all payments required to be made under the Tax Indemnity Agreement by Lessee whether or not denominated as Supplemental Rent, (v) any Transaction Expenses paid or payable by the Lessee to the Owner Trustee (to the extent for its sole benefit) or the Owner Participant pursuant to the Lease or the Participation Agreement, (vi) any amount payable to the Owner Participant by any transferee as the purchase price of the Owner Participant's interest in the Trust Estate, (vii) any interest that pursuant to the Operative Agreements may from time to time accrue in respect of any of the amounts described in clauses (i) through (vi) above, (viii) any right to enforce the payment of any amount described in clauses (i) through (vii) above (PROVIDED, that the rights referred to in this clause (viii) shall not be deemed to include the exercise of any remedies provided for in the Lease other than the right to xxx for specific performance of any covenant to make such payment or to xxx for damages in respect of the breach of any such covenant) and (ix) any right to exercise any election or option or make any decision or determination, or to give or receive any notice, consent, waiver or approval, or to take any other action in respect of, but in each case, only to the extent relating to, any Excluded Payments.

  • Permitted Debt means any Financial 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 Securitization Financing means one or more transactions pursuant to which (i) Securitization Assets or interests therein are sold to or financed by one or more Special Purpose Securitization Subsidiaries, and (ii) such Special Purpose Securitization Subsidiaries finance their acquisition of such Securitization Assets or interests therein, or the financing thereof, by selling or borrowing against Securitization Assets and any Hedging Agreements entered into in connection with such Securitization Assets; provided, that recourse to the Borrower or any Subsidiary (other than the Special Purpose Securitization Subsidiaries) in connection with such transactions shall be limited to the extent customary (as determined by the Borrower in good faith in consultation with the Administrative Agent) for similar transactions in the applicable jurisdictions (including, to the extent applicable, in a manner consistent with the delivery of a “true sale”/“absolute transfer” opinion with respect to any transfer by the Borrower or any Subsidiary (other than a Special Purpose Securitization Subsidiary)).

  • Permitted Dispositions means each of the following:

  • Permitted Secured Indebtedness any Secured Indebtedness that:

  • Permitted Disposition means any of the following:

  • Permitted Junior Priority Refinancing Debt means secured Indebtedness incurred by the Borrower in the form of one or more series of second lien (or other junior lien) secured notes or debentures or second lien (or other junior lien) secured loans; provided that (i) such Indebtedness is secured by all or a portion of the Collateral on a second priority (or other junior priority) basis to the Liens securing the Obligations and any other First Lien Obligations and is not secured by any property or assets of Holdings, the Borrower or any Restricted Subsidiary other than the Collateral, (ii) such Indebtedness satisfies the applicable requirements set forth in the provisos in the definition of “Credit Agreement Refinancing Indebtedness” (provided that such Indebtedness may be secured by a Lien on the Collateral that is junior to the Liens securing the Obligations and any other First Lien Obligations, notwithstanding any provision to the contrary contained in the definition of “Credit Agreement Refinancing Indebtedness”), (iii) the holders of such Indebtedness (or their representative) and the Administrative Agent and/or the Collateral Agent shall be party to a Customary Intercreditor Agreement, and (iv) such Indebtedness is not at any time guaranteed by any Subsidiaries of the Borrower other than Subsidiaries that are Guarantors.

  • Permitted Financing means (i) the Company’s issuance of Common Stock and warrants therefore in connection with a merger and/or acquisition or consolidation, (ii) the issuance of shares of Common Stock or warrants therefore in connection with strategic license agreements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s issuance of Common Stock or the issuance or grants of options to purchase Common Stock pursuant to the Company’s stock option plans and employee stock purchase plans as they now exist, and (iv) the issuance of Common Stock upon the exercise or conversion of any securities outstanding on the date hereof.

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

  • Permitted Distributions means the following Distributions:

  • Permitted Amount means, on any date, an amount equal to 3.5 times Adjusted EBITDA as of the most recent fiscal quarter for which financial statements of the Company are internally available immediately preceding such date.

  • Specified Refinancing Term Loans means Specified Refinancing Debt constituting term loans.

  • Excluded Obligations has the meaning set forth in Section 2.5.

  • First Lien Term Loans means the “Term Loans” as defined in the First Lien Credit Agreement.

  • Permitted Asset Swap means the concurrent purchase and sale or exchange of assets used or useful in a Similar Business or a combination of such assets and cash, Cash Equivalents between the Company or any of its Restricted Subsidiaries and another Person; provided that any cash or Cash Equivalents received in excess of the value of any cash or Cash Equivalents sold or exchanged must be applied in accordance with Section 3.5 hereof.

  • Permitted Intercompany Investments means Investments made by (a) a Loan Party to or in another Loan Party, (b) a Subsidiary that is not a Loan Party to or in another Subsidiary that is not a Loan Party and (c) a Subsidiary that is not a Loan Party to or in a Loan Party, so long as, in the case of a loan or advance made pursuant to this clause (c), the parties thereto are party to the Intercompany Subordination Agreement.

  • Permitted Distribution means any of the following: