Permitted Second Priority Debt means Second Priority Debt of the Borrower; provided that (a) the terms of any such Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Senior Loan Documents, (b) if such Indebtedness is issued or incurred to Refinance existing Indebtedness, such Indebtedness has a later maturity and a longer weighted average life than such existing Indebtedness, (c) such Indebtedness bears an interest rate not in excess of the market interest rate with respect to such type of Indebtedness as of the time of its issuance or incurrence, (d) at the option of the Borrower, such Indebtedness may contain market call and make-whole provisions as of the time of its issuance or incurrence, (e) the senior management of the Borrower determines in good faith that such Indebtedness contains covenants (including with respect to amortization and convertibility) and events of default on market terms and (f) notwithstanding clause (ii) of the definition of the term “Second Priority Debt”, such Indebtedness may mature prior to the date that is 90 days after the Latest Maturity Date in effect on the date of issuance of such Indebtedness to the extent such Second Priority Debt (i) constitutes Refinancing Indebtedness in respect of (A) Indebtedness under this Agreement, (B) Permitted First Priority Debt incurred under Section 6.01(a)(i) or (C) Permitted Second Priority Debt incurred under Section 6.01(a)(i) or (ii) is permitted by Section 6.01(a)(vii) or Section 6.01(a)(xvi)(C).
Permitted Second Priority Debt means (a) the Second Lien Facilities and (b) any Second Lien Incremental Equivalent Debt, in each case, permitted to be incurred pursuant to the terms of the Second Lien Indenture as in effect on the Effective Date (as it may be amended in accordance with the express terms of the First/Second Lien Intercreditor Agreement) and any Permitted Refinancing thereof. For the avoidance of doubt, the aggregate principal amount of Second Lien Facilities on the Effective Date shall not exceed $770,000,000.
Permitted Second Priority Debt means the Second Lien Facilities and any Second Lien Additional Notes in an aggregate principal amount not to exceed $315,000,000 plus an amount equal to the “Incremental Cap” (as such term is defined in the Second Lien Credit Agreement as in effect as of the Second Amendment Effective Date).
Examples of Permitted Second Priority Debt in a sentence
No Parent Company shall incur any Liens on Equity Interests of the Borrower other than those for the benefit of the Obligations, Permitted First Priority Debt and Permitted Second Priority Debt.
The Borrower will make all such prepayments not so refused on the required date of prepayment and any prepayment refused by Term Lenders (such refused amounts, the “Declined Proceeds”) may, subject to any applicable mandatory prepayment provisions under any Permitted Second Priority Debt, be retained by the Borrower and increase the Cumulative Credit.
More Definitions of Permitted Second Priority Debt
Permitted Second Priority Debt means Permitted Second Priority Incremental Debt.
Permitted Second Priority Debt means Second Priority Debt of the Borrower; provided that (a) the terms of any such Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Senior Loan Documents, (b) if such Indebtedness is issued or incurred to refinance existing Indebtedness, such Indebtedness has a later maturity and a longer weighted average life than such existing Indebtedness, (c) such Indebtedness bears an interest rate not in excess of the market interest rate with respect to such type of Indebtedness as of the time of its issuance or incurrence, (d) at the option of the Borrower, such Indebtedness may contain market call and make-whole provisions as of the time of its issuance or incurrence, (e) the senior management of the Borrower determines in good faith that such Indebtedness contains covenants (including with respect to amortization and convertibility) and events of default on market terms and (f) notwithstanding clause (ii) of the definition of “Second Priority Debt”, such Indebtedness may mature prior to the date that is three months after the Tranche 2/Tranche 3 Term Maturity Date.
Permitted Second Priority Debt means any secured Indebtedness incurred by one or more of the Loan Parties 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-priority basis to the Obligations and is not secured by any property or assets of Holdings or any Subsidiaries other than the Collateral, (ii) such Indebtedness does not mature or have scheduled amortization or scheduled payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (other than customary offers to repurchase upon a change of control, asset sale or casualty event and customary acceleration rights after an event of default) prior to the Latest Maturity Date at the time such Indebtedness is incurred, (iii) the security agreements relating to such Indebtedness are substantially the same as the Collateral Documents (with such differences as are reasonably satisfactory to the Collateral Agent), (iv) such Indebtedness is not guaranteed by any Subsidiaries other than the Subsidiary Guarantors and (v) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to or otherwise subject to the provisions of (A) the ABL Intercreditor Agreement and (B) a Second Lien Intercreditor Agreement; provided that if such Indebtedness is the initial Permitted Second Priority Debt incurred by the Loan Parties, then the Loan Parties, the Collateral Agent and the Senior Representative for such Indebtedness shall have executed and delivered a Second Lien Intercreditor Agreement. Permitted Second Priority Debt will include any Registered Equivalent Notes issued in exchange therefor.
Permitted Second Priority Debt means secured Indebtedness incurred by a Borrower in the form of one or more series of second lien (or other junior lien) secured notes or second lien (or other junior lien) secured loans; provided that, in each case, subject to any limitations imposed by, or the operation of, applicable Law and the terms of this Agreement and any other relevant Loan Documents, including the application of the Agreed Security Principles and the matters contemplated thereby (i) the conditions set forth in in Section 2.14(d) are satisfied, (ii) such Indebtedness 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 Holdings or any Restricted Subsidiary other than the Collateral, (iii) an Other Debt Representative acting on behalf of the holders of such Indebtedness shall have become party to the provisions of the Junior Lien Intercreditor Agreement as a “Second Priority Representative” thereunder, and (iv) such Indebtedness meets the Permitted Other Debt Conditions.
Permitted Second Priority Debt means (a) the Second Lien Facilities, (b) any Second Lien Incremental Equivalent Debt and (c) any Second Lien Ratio Debt, in each case of clauses (a) and (b), permitted to be incurred pursuant to the terms of the Second Lien Credit Agreement as in effect on the Effective Date and, in each case of clauses (a), (b) and (c), any Permitted Refinancing of any of the foregoing.