Pari Passu Secured Indebtedness definition

Pari Passu Secured Indebtedness means any Indebtedness of the Company or any Guarantor that ranks pari passu in right of payment with the Notes or the relevant Guarantee and is secured by a Lien on the Collateral that has the same priority as the Lien securing the Notes and that is designated in writing as such by the Company to the Trustee and the holders of which enter into an appropriate agency agreement with the Collateral Agent, including up to $200.0 million of Additional Notes issued in exchange for Existing Notes.

Pari Passu Secured Indebtedness means Term Loan Refinancing Indebtedness and Incremental Equivalent Debt (and any Permitted Refinancing Indebtedness in respect of the foregoing), in each case that is secured by Liens on the Collateral that are pari passu to the Liens on Collateral securing the Initial Term Loans.

Pari Passu Secured Indebtedness means Term Loan Refinancing Indebtedness (as defined in the Term Loan Credit Agreement) and Term Loan Incremental Equivalent Debt (and any Permitted Refinancing Indebtedness in respect of the foregoing), in each case that is secured by Liens on the Collateral that are pari passu to the Liens on Collateral securing the Term Loans.

Examples of Pari Passu Secured Indebtedness in a sentence

• The Trustee and the Shared Security Agent will be under no obligation to exercise any rights or powers conferred under the Indenture or any of the Security Documents or the Intercreditor Agreement for the benefit of the holders, unless such holders and/or holders of Permitted Pari Passu Secured Indebtedness have offered to the Trustee and the Shared Security Agent indemnity and/or security satisfactory to the Trustee and the Shared Security Agent against any loss, liability or expense.

• Under certain circumstances, Citicorp International Limited as the Trustee and as the Shared Security Agent may have obligations under the Security Documents or the Intercreditor Agreement that are in conflict with the interests of the holders of the Notes and/or of holders of Permitted Pari Passu Secured Indebtedness.

• In addition, the Collateral will be shared on a pari passu basis by the holders of the Notes and the holders of other secured indebtedness including the holders of the 2014 Notes, the holders of the 2015 Notes and any other creditors with respect to Permitted Pari Passu Secured Indebtedness.

• This agreement provides that the security interests held in the Collateral will be shared on a pari passu basis among (i) the holders of the 2014 Notes, (ii) the holders of the 2015 Notes, (iii) the holders of the Notes and (iv) any other creditors with respect to future Permitted Pari Passu Secured Indebtedness.

• Within ten (10) Business Days after any issuance of Future Permitted Pari Passu Secured Indebtedness, the Company shall issue a notice of redemption to redeem the Notes, in whole or part, at the Applicable Redemption Price on the Debt Proceeds Redemption Date in an amount not to exceed the Debt Proceeds Redemption Amount.

More Definitions of Pari Passu Secured Indebtedness

Pari Passu Secured Indebtedness means any Indebtedness of the Issuer or any Guarantor that ranks pari passu in right of payment with the Securities or the relevant Guarantee and is secured by a Lien on the Collateral that has the same priority as the Lien securing the Securities and that is designated in writing as such by the Issuer to the Trustee and the holders of which enter into an appropriate agency agreement with the Collateral Agent; provided that any Pari Passu Secured Indebtedness shall not have restrictive covenants or other terms that are more stringent in any material respect than the covenants described in this Indenture after giving effect to any amendment to this Indenture and the Securities made in compliance with this Indenture.

Pari Passu Secured Indebtedness means any Indebtedness (including pursuant to any Guarantee) which is designated as Pari Passu Secured Indebtedness in accordance with the procedures set forth in Section 5.1.

Pari Passu Secured Indebtedness has meaning specified in Section 7.01(b).

Pari Passu Secured Indebtedness means any Indebtedness of the Company or any Guarantor that ranks pari passu in right of payment with the Obligations under the Notes or the Note Guarantees and is secured by a Lien on the Collateral that has equal Lien priority with respect to the different categories of Collateral under the Lien priorities in any applicable Intercreditor Agreement relative to the Notes and the Note Guarantees (including the Obligations under each of the Superpriority Credit Facility, the 2025 Credit Facility, the 2023 Credit Facility and the 2025 Euro Notes Indenture and the 2025 Euro Notes, as applicable) and is senior in priority to the Liens securing any Junior Lien Indebtedness; provided, that, in each case, an Authorized Representative of such Indebtedness shall have executed a joinder to the applicable Intercreditor Agreements in the form provided therein.

Pari Passu Secured Indebtedness means any Indebtedness of the Company or any Guarantor that ranks pari passu in right of payment with the Obligations under the Notes or the Note Guarantees and is secured by a Lien on the Collateral that has equal Lien priority with respect to the different categories of Collateral under the Lien priorities in any applicable Intercreditor Agreement relative to the Notes and the Note Guarantees (including the Obligations under each of the Superpriority Credit Facility, the 2025 Credit Facility, the 2023 Credit Facility and the 2025 U.S. Notes Indenture and 2025 U.S. Notes, as applicable) and is senior in priority to the Liens securing any Junior Lien Indebtedness; provided, that, in each case, an Authorized Representative of such Indebtedness shall have executed a joinder to the applicable Intercreditor Agreements in the form provided therein.

Pari Passu Secured Indebtedness means any Indebtedness of the Company or any Guarantor that ranks pari passu in right of payment with the Notes or the relevant Guarantee and is secured by a Lien on the Collateral that has the same priority as the Lien securing the Notes and that is designated in writing as such by the Company to the Trustee and the holders of which enter into an appropriate agency agreement with the Collateral Agent, including up to $200.0 million of Additional Notes issued in exchange for Existing Notes. Table of Contents

Pari Passu Secured Indebtedness means Term Loan Refinancing Indebtedness and Incremental Equivalent Debt (and any Permitted Refinancing Indebtedness in respect of the foregoing), in each case that is secured by Liens on the Collateral that are pari passu to the Liens on Collateral securing the Initial Term Loans. “Participant” has the meaning set forth in Section 10.6(c). “Participant Register” has the meaning set forth in Section 10.6(c). “Patriot Act” has the meaning set forth in Section 10.17. “Payment” has the meaning assigned to it in Section 9.6(d). “Payment Notice” has the meaning assigned to it in Section 9.6(d). “PBGC” means the Pension Benefit Guaranty Corporation established under Section 4002 of ERISA and any successor entity performing similar functions. “Pension Plan” means any employee benefit plan (including a Multiple Employer Plan, but not including a Multiemployer Plan) that is subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISA (i) which is or was sponsored, maintained or contributed to by, or required to be contributed to by, any Group Member or any ERISA Affiliate or (ii) with respect to which any Group Member or any ERISA Affiliate has any actual or contingent liability. “Permitted Acquisition” means the purchase or other acquisition (including by merger, consolidation or amalgamation) by the Borrower or any Restricted Subsidiary of all or a majority of the Capital Stock of, or all or substantially all of the property of, any Person, or of any business or division 36 0000-0000-0000 v.2