Other Pari Passu Secured Indebtedness definition

Other Pari Passu Secured Indebtedness means any Indebtedness of the Company or any Guarantor that is pari passu in right of payment to the Notes or any Note Guarantee, as the case may be, and is secured by a Lien on the Collateral permitted by clause (39) of the definition of “Permitted Liens” that has the same priority as the Lien securing the Notes and the Note Guarantees and that is designated in writing as such by the Company to the Trustee and Collateral Trustee and the holders or a representative of the holders of Indebtedness which enter into the Pari Passu Intercreditor Agreement with the Collateral Trustee or a joinder to the Pari Passu Intercreditor Agreement. “Other Pari Passu Secured Indebtedness” does not include the Notes and the Note Guarantees issued on the Issue Date, but includes any Additional Notes and related Note Guarantees.

Other Pari Passu Secured Indebtedness does not include the Notes and the Subsidiary Guarantees issued on the Issue Date or any Exchange Notes and related Guarantees, but includes any Additional Notes and related Guarantees and any Exchange Notes and related Guarantees issued in exchange therefor.

Other Pari Passu Secured Indebtedness means, as at any date, Indebtedness (other than Indebtedness under this Agreement) of an Obligor (which may be Guaranteed by one or more other Obligors) that (a) is secured pursuant to the Security Documents as described in clause (d) of this definition, (b) has no amortization prior to (other than for amortization in an amount not greater than 1% of the aggregate initial principal amount of such Indebtedness per year), and a final maturity date not earlier than six months after the Final Maturity Date (it being understood that neither the conversion features into Permitted Equity Interests under convertible notes (as well as the triggering of such conversion and/or settlement thereof), nor any mandatory prepayment provisions as a result of any borrowing base or collateral base deficiency, in any case shall constitute “amortization” for the purposes of this definition, provided that if any mandatory prepayment is required under such Other Pari Passu Secured Indebtedness, the Borrower shall offer to repay Loans (and provide cover for Letters of Credit) in an amount at least equal to the Lenders ratable share of such payment, (c) is incurred pursuant to documentation that, taken as a whole, is not materially more restrictive than market terms for substantially similar debt of other similarly situated borrowers as determined by the chief financial officer of the Borrower in his or her reasonable judgment or, if such transaction is not one in which there are market terms for substantially similar debt of other similarly situated borrowers, on terms that are negotiated in good faith on an arm’s length basis (except, in each case, other than financial covenants, covenants governing the borrowing base and events of default (other than events of default customary in indentures or similar instruments that have no analogous provisions in this Agreement or credit agreements generally), which shall be no more restrictive upon the Borrower and its Subsidiaries, while any Commitments or Loans are outstanding, than those set forth in this Agreement; provided that, the Borrower may incur any Other Pari Passu Secured Indebtedness that otherwise would not meet the requirements set forth in this parenthetical of this clause (c) if it has duly made a Modification Offer (it being understood that put rights or repurchase or redemption obligations arising out of circumstances that would constitute a “fundamental change” (as such term is customarily defined in convertible note of...

Examples of Other Pari Passu Secured Indebtedness in a sentence

• The Collateral Agent holds the Second-Priority Lien on the Collateral in trust for the benefit of the Trustee and the Holders as well as the holders of certain Other Pari Passu Secured Indebtedness, in each case pursuant to the Indenture, the Security Documents, the Intercreditor Agreement and any documents relating to such Other Pari Passu Secured Indebtedness.

• The Notes, the Note Guarantees as well as certain Other Pari Passu Secured Indebtedness are secured by a Second-Priority Lien on the Collateral, subject to Permitted Liens, on the terms and conditions set forth in the Indenture, the Intercreditor Agreement and the Security Documents.

• Each Restricted Subsidiary that becomes a Subsidiary Guarantor after the Issue Date will also become a party to the Intercreditor Agreement and the Security Documents and will take such actions as are reasonably necessary or advisable to grant the Collateral Agent for the benefit of the Holders of the Notes, the Trustee and any Other Pari Passu Secured Indebtedness, a perfected Second-Priority Lien in any Collateral held by such Restricted Subsidiary, subject to Permitted Liens.

• In addition the security interest in the Collateral, the pledge of the Pledged Shares and any Additional Interests and all other security interests granted hereby shall be released as provided in the Indenture with respect to liens securing the Notes and Additional Notes and each Additional Pari Passu Agreement with respect to liens securing Other Pari Passu Secured Indebtedness.

• If the aggregate principal amount of Notes and such Other Pari Passu Secured Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, then the Notes and such Other Pari Passu Secured Indebtedness will be purchased on a pro rata basis based on the principal amount of Notes and such Other Pari Passu Secured Indebtedness tendered.

More Definitions of Other Pari Passu Secured Indebtedness

Other Pari Passu Secured Indebtedness means any series of other indebtedness incurred by a Grantor designated as Other Pari Passu Secured Indebtedness upon the execution and delivery of a Lien Sharing Confirmation by the Other Pari Passu Secured Indebtedness Representative for such series to the Collateral Agent, the Indenture Trustee, the First Lien Agent and any other Other Pari Passu Secured Indebtedness Representative and includes all “Additional Second Lien Debt” as defined in the Intercreditor Agreement.

Other Pari Passu Secured Indebtedness means any Indebtedness of the Issuers or any Subsidiary Guarantor that is pari passu in right of payment to the Notes or any Subsidiary Guarantee, as the case may be, and is secured by a Lien on the Collateral that has the same

Other Pari Passu Secured Indebtedness means any Indebtedness of the Issuer, the Co-Issuer or any Guarantor that is pari passu in right of payment to the Notes or any Note Guarantee, as the case may be, and is secured by a Lien on the Collateral that has the same priority as the Lien securing the Notes and the Note Guarantees and that is designated in writing as such by the Issuer to the Trustee and the holders or a representative of the holders of which enter into an appropriate agency agreement or joinder to existing Security Documents with the Collateral Agent, as applicable, or other appropriate agency agreements or security documents with another collateral agent, as applicable, provided that no additional agreement will be required for Additional Notes and related Note Guarantees and any Exchange Notes and related Note Guarantees issued in exchange therefor. “Other Pari Passu Secured Indebtedness” does not include the Notes and the Note Guarantees issued on the Issue Date or any Exchange Notes and related Note Guarantees, but includes any Additional Notes and related Note Guarantees and any Exchange Notes and related Note Guarantees issued in exchange therefor.

Other Pari Passu Secured Indebtedness means Indebtedness in an amount not to exceed $0.

Other Pari Passu Secured Indebtedness means any Indebtedness of the Company or any Guarantor that is pari passu in right of payment to the Notes or any Note Guarantee, as the case may be, and is secured by a Lien on the Collateral that has the same priority as the Lien securing the Notes and the Note Guarantees and that is designated in writing as such by the Company to the Trustee (including, without limitation, any such Indebtedness Incurred under or

Other Pari Passu Secured Indebtedness does not include the Notes and the Note Guarantees issued on the Issue Date, but includes any Additional Notes and related Note Guarantees.

Other Pari Passu Secured Indebtedness means Pari Passu Secured Indebtedness as defined under the Indenture other than the Notes.