Common use of Permitted Refinancing Indebtedness Clause in Contracts

Permitted Refinancing Indebtedness. (a) In connection with the proposed issuance or incurrence of any Permitted Refinancing Indebtedness, the Company shall within ten Business Days after the date notice is given to the holders of the applicable Existing Notes, give written notice of such Permitted Refinancing Indebtedness to the Agent and the Lenders, which notice shall specify (i) the terms and conditions of such Permitted Refinancing Indebtedness, including, without limitation, the maximum aggregate principal amount of such proposed Permitted Refinancing Indebtedness proposed to be issued or incurred assuming all lenders under the Bridge Facility and all Lenders hereunder elect to receive the maximum amount of Permitted Refinancing Indebtedness to which they would be entitled pursuant to clause (b), (ii) the maturity thereof, any scheduled amortization in respect thereof, the interest rate in respect thereof and the collateral (if any) securing such Permitted Refinancing Indebtedness, (iii) the series of Existing Notes proposed to be refinanced, refunded, exchanged or replaced by such Permitted Refinancing Indebtedness, (iv) the Aggregate Requested Refinanced Indebtedness Amount (as defined below), (v) the amount of cash, if any, being offered to the holders of the applicable Existing Notes in connection with such refinancing, refunding, exchange or replacement and (vi) the principal amount of Existing Notes that is being refinanced, refunded, exchanged or replaced per $100 of such Permitted Refinancing Indebtedness. The Company shall also deliver, together with such written notice, copies of the applicable loan documents, indentures, promissory notes, note purchase agreements, and other similar documents that shall govern the terms and conditions of such Permitted Refinancing Indebtedness as well as a draft of the intercreditor agreement if such Permitted Refinancing Indebtedness is to be secured.

Permitted Refinancing Indebtedness. (a) In connection with the proposed issuance or incurrence of any Permitted Refinancing Indebtedness, the Company shall within ten Business Days after the date notice is given to the holders of the applicable Existing Notes, give written notice of such Permitted Refinancing Indebtedness to the Agent and the Lenders, which notice shall specify (i) the terms and conditions of such Permitted Refinancing Indebtedness, including, without limitation, the maximum aggregate principal amount of such proposed Permitted Refinancing Indebtedness proposed to be issued or incurred assuming all lenders under the Bridge Senior Credit Facility and all Lenders hereunder elect to receive the maximum amount of Permitted Refinancing Indebtedness to which they would be entitled pursuant to clause (b), (ii) the maturity thereof, any scheduled amortization in respect thereof, the interest rate in respect thereof and the collateral (if any) securing such Permitted Refinancing Indebtedness, (iii) the series of Existing Notes proposed to be refinanced, refunded, exchanged or replaced by such Permitted Refinancing Indebtedness, (iv) the Aggregate Requested Refinanced Indebtedness Amount (as defined below), (v) the amount of cash, if any, being offered to the holders of the applicable Existing Notes in connection with such refinancing, refunding, exchange or replacement and (vi) the principal amount of Existing Notes that is being refinanced, refunded, exchanged or replaced per $100 of such Permitted Refinancing Indebtedness. The Company shall also deliver, together with such written notice, copies of the applicable loan documents, indentures, promissory notes, note purchase agreements, and other similar documents that shall govern the terms and conditions of such Permitted Refinancing Indebtedness as well as a draft of the intercreditor agreement if such Permitted Refinancing Indebtedness is to be secured.

Permitted Refinancing Indebtedness. any Debt of an Obligor issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease, discharge, or refund other Debt of an Obligor (other than intercompany Indebtedness); provided that: (a) In connection with the proposed issuance principal amount (or incurrence of any Permitted Refinancing Indebtednessaccreted value, the Company shall within ten Business Days after the date notice is given to the holders of the applicable Existing Notes, give written notice if applicable) of such Permitted Refinancing Indebtedness to does not exceed the Agent and the Lenders, which notice shall specify (i) the terms and conditions of such Permitted Refinancing Indebtedness, including, without limitation, the maximum aggregate principal amount of such proposed Permitted Refinancing Indebtedness proposed to be issued (or incurred assuming all lenders under the Bridge Facility and all Lenders hereunder elect to receive the maximum amount of Permitted Refinancing Indebtedness to which they would be entitled pursuant to clause (baccreted value, if applicable), plus accrued interest or premium (ii) the maturity thereof, including any scheduled amortization in respect thereof, the interest rate in respect thereof and the collateral (if any) securing such Permitted Refinancing Indebtedness, (iii) the series of Existing Notes proposed to be refinanced, refunded, exchanged or replaced by such Permitted Refinancing Indebtedness, (iv) the Aggregate Requested Refinanced Indebtedness Amount (as defined belowmake-whole premium), (v) the amount of cash, if any, being offered to on, the holders Debt so extended, refinanced, renewed, replaced, defeased, discharged, or refunded (plus, upfront fees, original issue discount and the amount of the applicable Existing Notes reasonable expenses incurred in connection with such refinancing, refunding, exchange or replacement and therewith); (vib) the principal amount of Existing Notes that is being refinanced, refunded, exchanged or replaced per $100 of such Permitted Refinancing Indebtedness. The Company shall also deliver, together with such written notice, copies of the applicable loan documents, indentures, promissory notes, note purchase agreements, and other similar documents that shall govern the terms and conditions of such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Debt being extended, refinanced, renewed, replaced, defeased, discharged or refunded; provided that if the original maturity date of such Indebtedness is after the Revolver Termination Date (as well in effect on the date such Permitted Refinancing Indebtedness was incurred), then such Permitted Refinancing Indebtedness shall have a maturity at least 180 days after the Revolver Termination Date (as a draft in effect on the date such Permitted Refinancing Indebtedness was incurred); (c) if the Debt being extended, refinanced, renewed, replaced, defeased, discharged, or refunded is subordinated in right of payment to the intercreditor agreement if Obligations, such Permitted Refinancing Indebtedness is subordinated in right of payment to be securedthe Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Debt being extended, refinanced, renewed, replaced, defeased, discharged, or refunded; and (d) in the case of Debt of an Obligor, such Permitted Refinancing Indebtedness is incurred by such Obligor. Person: any individual, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization, Governmental Authority or other entity. Plan: an employee benefit plan (as defined in Section 3(3) of ERISA) maintained for employees of an Obligor or ERISA Affiliate, or to which an Obligor or ERISA Affiliate is required to contribute on behalf of its employees. Platform: as defined in Section 14.3.3.

Permitted Refinancing Indebtedness. Trade Payables; Indebtedness represented by this Note and the Guarantees; Permitted Acquired Indebtedness; and Indebtedness comprising intercompany Indebtedness (aincluding for such purposes Trade Payables) In connection with between the proposed Group Companies that is unsecured and subject to the Subordination Agreements, provided that any subsequent issuance or incurrence transfer of Equity Interests that results in such Indebtedness being held by a Person other than a Group Company or any sale or transfer of such Indebtedness to a Person that is not a Group Company shall be deemed, in each case, to constitute an Incurrence of Indebtedness by that Group Company as of the date of such issuance, sale or other transfer that is not permitted under this paragraph (vi). For purposes of determining compliance with this Section 4.10, in the event that an item of Indebtedness meets the criteria of more than one of the types of Permitted Indebtedness described in the above clauses, the Issuer, in its sole discretion, shall classify such item of Indebtedness and only be required to include the amount and type of such Indebtedness in one of such clauses and shall not be required to double count such Indebtedness. As soon as practicable and in any event within 15 days after the drawdown of any Permitted principal amounts under Note Refinancing Indebtedness, the Issuer or the applicable Group Company shall within ten Business Days after apply an amount equal to such drawdown amount to the redemption of principal amounts outstanding under this Note, plus accrued but unpaid interest thereon, to the date notice is given to of redemption in accordance with the holders procedures set out in Article III of the applicable Existing Notes, give written notice of such Permitted Refinancing Indebtedness to the Agent and the Lenders, which notice shall specify (i) the terms and conditions of such Permitted Refinancing Indebtedness, including, without limitation, the maximum aggregate this Note. The principal amount of such proposed Permitted Refinancing any Indebtedness proposed incurred to be issued or incurred assuming all lenders under the Bridge Facility and all Lenders hereunder elect to receive the maximum amount of Permitted Refinancing Indebtedness to which they would be entitled pursuant to clause (b), (ii) the maturity thereof, any scheduled amortization in respect thereof, the interest rate in respect thereof and the collateral (if any) securing such Permitted Refinancing refinance other Indebtedness, (iii) if incurred in a different currency from the series of Existing Notes proposed to be refinanced, refunded, exchanged or replaced by such Permitted Refinancing Indebtedness, (iv) the Aggregate Requested Refinanced Indebtedness Amount (as defined below), (v) the amount of cash, if any, being offered to the holders of the applicable Existing Notes in connection with such refinancing, refunding, exchange or replacement and (vi) the principal amount of Existing Notes that is being refinanced, refunded, exchanged or replaced per $100 shall be calculated based on the foreign currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such Permitted Refinancing Indebtednessrefinancing. The Company shall also deliver, together with Neither the Issuer nor any Guarantor will incur any Indebtedness that pursuant to its terms is subordinate or junior in right of payment to any Indebtedness unless such written notice, copies of the applicable loan documents, indentures, promissory notes, note purchase agreements, and other similar documents that shall govern the terms and conditions of such Permitted Refinancing Indebtedness as well as a draft of the intercreditor agreement if such Permitted Refinancing Indebtedness is subordinated in right of payment to this Note or the relevant Guarantee, as applicable, to the same extent; provided that Indebtedness will not be securedconsidered subordinate or junior in right of payment to any other Indebtedness solely by virtue of being unsecured or secured to a greater or lesser extent or with greater or lower priority.

Permitted Refinancing Indebtedness. With respect to any Indebtedness (a) In connection with the proposed issuance “Refinanced Indebtedness”), any Indebtedness issued in exchange for, or incurrence the net proceeds of any which are used to modify, extend, refinance, renew, replace or refund (collectively to “Refinance” or a “Refinancing” or “Refinanced”), such Refinanced Indebtedness (or previous refinancing thereof constituting Permitted Refinancing Indebtedness); provided that (A) the principal amount (or accreted value, the Company shall within ten Business Days after the date notice is given to the holders if applicable) of the applicable Existing Notes, give written notice of any such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Refinanced Indebtedness outstanding immediately prior to such Refinancing except by an amount equal to the Agent unpaid accrued interest and the Lenders, which notice shall specify (i) the terms premium thereon plus other reasonable and conditions of such Permitted Refinancing Indebtedness, including, without limitation, the maximum aggregate principal amount of such proposed Permitted Refinancing Indebtedness proposed to be issued or customary amounts paid and fees and expenses reasonably incurred assuming all lenders under the Bridge Facility and all Lenders hereunder elect to receive the maximum amount of Permitted Refinancing Indebtedness to which they would be entitled pursuant to clause (b), (ii) the maturity thereof, any scheduled amortization in respect thereof, the interest rate in respect thereof and the collateral (if any) securing such Permitted Refinancing Indebtedness, (iii) the series of Existing Notes proposed to be refinanced, refunded, exchanged or replaced by such Permitted Refinancing Indebtedness, (iv) the Aggregate Requested Refinanced Indebtedness Amount (as defined below), (v) the amount of cash, if any, being offered to the holders of the applicable Existing Notes in connection with such refinancingRefinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder, refunding, exchange or replacement and unless any amount in excess of such principal amount (vi“Excess Refinanced Principal Amount”) is used in reduction of the Indebtedness arising under (x) the principal amount of Existing Notes that is being refinancedSpecified Interim Term Loan Facility and/or (y) the Loans hereunder, refunded, exchanged or replaced per $100 of such Permitted Refinancing Indebtedness. The Company shall also deliver, together with such written notice, copies of the applicable loan documents, indentures, promissory notes, note purchase agreements, and other similar documents that shall govern the terms and conditions of (B) such Permitted Refinancing Indebtedness as well as shall have a draft final maturity date equal to or later than the final maturity date of the intercreditor agreement Refinanced Indebtedness, (C) if such the Refinanced Indebtedness is subordinated in right of payment or security to the Obligations, the Permitted Refinancing Indebtedness is shall be subordinated to the same extent, and (D) no Loan Party that was not an obligor with respect to the Refinanced Indebtedness shall be securedan obligor under the Permitted Refinancing Indebtedness.