Required Debt Terms means, (a) in respect of any Refinancing Term Loans, the following requirements: provided that (i) to the extent secured by the Collateral, a Customary Intercreditor Agreement is entered into, (ii) any Refinancing Term Loans do not mature prior to the maturity date of or have a shorter Weighted Average Life to Maturity prior to the Terms Loans being refinanced, (iii) such Refinancing Term Loans have the same guarantors as the Term Loans being refinanced unless such guarantors substantially concurrently guarantee the Secured Obligations, (iv) such Refinancing Term Loans are secured by the same assets as the Term Loans being refinanced unless such assets substantially concurrently secure the Secured Obligations and (vi) the terms and conditions of such Refinancing Term Loans (excluding pricing and optional prepayment or redemption terms or covenants or other provisions applicable only to periods after the Maturity Date of the Loans or Commitments being refinanced) shall not be more restrictive (taken as a whole) than those applicable to the Term Loans, except to the extent the terms of the Term Loans are modified to benefit from such more restrictive provisions, or such more restrictive provisions reflect market terms and conditions at the time of incurrence or issuance (as reasonably determined by the Borrower in good faith), (b) in respect of any Refinancing Subsidiary Debt Term Loans, (i) to the extent secured by the Collateral, a Customary Intercreditor Agreement is entered into, (ii) any Refinancing Subsidiary Debt Term Loans do not mature prior to the Maturity Date of the Initial Term Loans, (iii) such Refinancing Subsidiary Debt Term Loans have the same guarantors as the Initial Term Loans, (iv) such Refinancing Subsidiary Debt Term Loans are secured by the same assets as the Initial Term Loans and (vi) the terms and conditions of such Refinancing Subsidiary Debt Term Loans (excluding pricing and optional prepayment or redemption terms or covenants or other provisions applicable only to periods after the Maturity Date of the Loans or Commitments being refinanced) shall not be more restrictive (taken as a whole) than those applicable to the Term Loans, except to the extent the terms of the Term Loans are modified to benefit from such more restrictive provisions, or such more restrictive provisions reflect market terms and conditions at the time of incurrence or issuance (as reasonably determined by the Borrower in good faith), (c) in respect of any Ref...
Required Debt Terms means in respect of any Indebtedness, compliance with (a) Section 2.14(b)(v) (or, in the case of Indebtedness of non-Loan Parties, incurrence on then current market terms (as reasonably determined by the Borrower in good faith)) and other than in the case of Inside Maturity Loans, Sections 2.14(b)(iii) and (iv), in each case, as if such Indebtedness were incurred thereunder and (b) solely in the case of Qualifying Term Loans and only to the extent incurred in reliance on clause (c) of the Incremental Cap, Section 7.03(r)(ii)(B)(x), Section 7.03(r)(iii)(x) or Section 7.03(v)), the MFN Provisions.
Required Debt Terms means in respect of any Indebtedness, (a) other than in the case of Indebtedness of non-Loan Parties, either (i) compliance with Section 2.14(b)(v) or (ii) incurrence on then current market terms (as reasonably determined by the Borrower in good faith), (b) other than in the case of Inside Maturity Loans, compliance with Sections 2.14(b)(iii) and (iv), in each case, as if such Indebtedness were incurred thereunder and (c) solely in the case of Qualifying Term Loans and only to the extent incurred in reliance on clause (c) of the Incremental Cap, Section 7.03(r)(ii)(B)(x) or Section 7.03(r)(iii)(x), compliance with the MFN Provisions.
More Definitions of Required Debt Terms
Required Debt Terms means, in respect of any Indebtedness, any such Indebtedness shall:
Required Debt Terms means in respect of any Indebtedness, compliance with Section 2.14(b)(v) (or incurrence on then current market terms (as reasonably determined by Parent Borrower in good faith)) and Sections 2.14(b)(iii) and (iv), in each case, as if such Indebtedness were incurred thereunder.
Required Debt Terms has the meaning specified in Section 2.17(b). “Required Lenders” means, at any time, each of the Required Revolving Lenders and the Required Term Lenders. “Required Percentage” means, with respect to the fiscal year ending December 31, 2021, 50%, and with respect to any fiscal year of the Borrower thereafter, (a) 50%, if the Total Net Leverage Ratio at the end of such fiscal year is greater than 2.00 to 1.00, (b) 25%, if the Total Net Leverage Ratio at the end of such fiscal year is less than or equal to 2.00 to 1.00 but greater than 1.50 to 1.00 and (c) 0%, if the Total Net Leverage Ratio at the end of such fiscal year is less than or equal to 1.50 to 1.00; provided that if any prepayments are made after the end of such fiscal year and prior to the date that is thirty Business Days after the end of such fiscal year, the Required Percentage shall be recalculated as of the date of such prepayment to give effect thereto. “Required Revolving Lenders” means, as of any date of determination, Revolving Credit Lenders holding more than 50% of the sum of the (a) Total Revolving Credit Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Revolving Credit Lender for purposes of this definition) and (b) aggregate unused Revolving Credit Commitments; provided that (i) the unused Revolving Credit Commitment of, and the portion of the Total Revolving Credit Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of
Required Debt Terms means, subsequent to the delivery and satisfaction of the items set forth in Section 8.13, in respect of any Indebtedness,
Required Debt Terms means in respect of any Indebtedness, the following requirements: (i) such Indebtedness (x) does not have a maturity date or (solely in the case of any such Indebtedness in the form of notes) have any mandatory prepayment or redemption features (other than customary asset sale events, insurance and condemnation proceeds events, change of control offers or events of default, AHYDO catch-up payments and, if secured, excess cash flow sweeps), in each case prior to the date that is the then Latest Maturity Date at the time such Indebtedness is incurred and (y) solely in the case of any such Indebtedness in the form of loans, does not have a shorter Weighted Average Life to Maturity than the Term Loans; provided that (x) the limitations in this clause (i) shall not apply to any Permitted Incremental Equivalent Debt consisting of a customary bridge facility so long as the long-term debt into which such customary bridge facility is to be converted satisfies the provisions of this clause and (y) such Indebtedness in the form of notes shall have no required amortization; provided further that (A) up to $70,000,000 (or, if the Specified 2018 Acquisition is consummated on or prior to the date that is 180 days after the Closing Date, $93,800,000) of Indebtedness in the form of Permitted Incremental Equivalent Debt or Credit Agreement Refinancing Indebtedness, minus (B) the amount of any Incremental Facilities incurred pursuant to the second proviso to
Required Debt Terms means in respect of any Indebtedness, compliance with Section 2.14(b)(v) (or incurrence on then current market terms (as reasonably determined by Parent Borrower in good faith)) and Sections 2.14(b)(iii) and (iv), in each case, as if such Indebtedness were incurred thereunder. “Required Lenders” means, as of any date of determination, Lenders holding more than 50% of the sum of the (a) Total Outstandings (with the aggregate Outstanding Amount of each Lender’s Revolving Credit Exposure being deemed “held” by such Lender for purposes of this definition), (b) aggregate unused Term Commitments and (c) aggregate unused Revolving Credit Commitments; provided that the unused Term Commitment and unused Revolving Credit Commitment of, and the portion of the Total Outstandings held or deemed held by any Defaulting Lender shall be excluded for all purposes of making a determination of Required Lenders. “Required Revolving Credit Lenders” means, as of any date of determination, Lenders having more than 50.0% in the aggregate of the Revolving Credit Commitments plus after the termination of the Revolving Credit Commitments under any Revolving Credit Facility, the Revolving Credit Exposure under such Revolving Credit Facility of all Lenders; provided that the Revolving Credit Commitment and the Revolving Credit Exposure of any Defaulting Lender shall be excluded for all purposes of making a determination of Required Revolving Credit Lenders. “Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority. “Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer, controller or other similar officer of a Loan Party and, as to any document delivered on the Closing Date, any secretary or assistant secretary of a Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer of the 68 #96352060v15 #96352060v15
Required Debt Terms means in respect of any Indebtedness, the following requirements: (i) such Indebtedness (x) does not have a maturity date or have any mandatory prepayment or redemption features (other than customary asset sale events, insurance and condemnation proceeds events, change of control offers or events of default, AHYDO catch-up payments and excess cash flow and indebtedness sweeps), in each case prior to the date that is 91 days after the then Latest Maturity Date at the time such Indebtedness is incurred and (y) does not have a shorter Weighted Average Life to Maturity than the Loans, (ii) such Indebtedness is not guaranteed by any Subsidiaries of the Borrower that are not Guarantors, (iii) if such Indebtedness is secured by the Collateral, a Senior Representative acting on behalf of the holders of such Indebtedness has become party to an Intercreditor Agreement, (iv) to the extent secured, any such Indebtedness is not secured by assets not constituting Collateral (unless such Indebtedness is incurred by a Restricted Subsidiary that is not a Credit Party), (v) any such Indebtedness that is payment subordinated shall be subject to a subordination agreement on terms that are reasonably acceptable to the Administrative Agent and the Borrower, (vi) solely with respect to Permitted Pari Passu Refinancing Debt and Junior Secured Indebtedness, the terms and conditions of such Indebtedness (excluding pricing, interest rate margins, rate floors, discounts, premiums, fees, and prepayment or redemption terms, customary cushions to the covenants and financial covenants (which shall be applied for Junior Secured Indebtedness), and provisions which shall be determined by the Borrower) are substantially identical to the Borrower and its Subsidiaries (when taken as a whole) to the terms and conditions of this Agreement (when taken as a whole), or (when taken as a whole) are less favorable to the Lenders providing such Indebtedness (as determined by the Borrower in good faith) (except for covenants or other provisions applicable only to periods after the applicable Latest Maturity Date, or that are added to this Agreement for the benefit of the Lenders hereunder or that reflect market terms and conditions (taken as a whole) at the time of incurrence or issuance of such Indebtedness (as determined by the Borrower in good faith) (it being understood that to the extent that any financial maintenance covenant is added for the benefit of any such Indebtedness or a materially more r...