Permitted First Priority Debt definition

Permitted First Priority Debt means any Indebtedness incurred by the Borrower and Guaranteed by the Subsidiary Guarantors pursuant to the Senior Subsidiary Guarantee Agreement and not Guaranteed by any other Subsidiary which is secured by the Senior Collateral pursuant to the Senior Collateral Documents on a pari passu basis (but without regard to control of remedies) with the Senior Loan Obligations and is not secured by any other assets of the Borrower or any Subsidiary; provided, however, that (a) such Indebtedness is permitted to be incurred, secured and Guaranteed on such basis by each Senior Debt Document and each Second Priority Debt Document, (b) such Indebtedness constitutes Refinancing Indebtedness in respect of Term Loans or other Loans, Revolving Commitments or Other Revolving Commitments, Permitted First Priority Debt incurred pursuant to Section 6.01(a)(i) or any combination of the foregoing, (c) such Indebtedness has a later maturity and a longer weighted average life than the Refinanced Debt (as defined in “Refinancing Indebtedness”) in respect of which such Indebtedness is Refinancing Indebtedness, (d) 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, (e) 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, (f) 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 (g) the Representative for the holders of such Indebtedness shall have become party to (i) the Collateral Trust and Intercreditor Agreement pursuant to, and by satisfying the conditions set forth in, Section 8.12 thereof and (ii) the Senior Lien Intercreditor Agreement pursuant to, and by satisfying the conditions set forth in, Section 5.02(c) thereof, provided that, if such Indebtedness will be the initial Permitted First Priority Debt incurred by the Borrower, then the Borrower, the Subsidiary Guarantors, the Senior Collateral Agent and the Representative for such Indebtedness shall have executed and delivered the Senior Lien Intercreditor Agreement. Permitted First Priority Debt shall include any Registered Equivalent Notes and Guarantees thereof by the Subsidiary Guarantors pursuant to the Senior Subsidiary Guarantee Agreement issued in exchange ...

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Permitted First Priority Debt means any secured Indebtedness incurred by the Credit Parties in the form of one or more series of senior secured notes or loans; provided that (i) such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Obligations (including pursuant to the Collateral Trust Agreement) and is not secured by any property or assets of the Parent, the Borrower or any Restricted Subsidiary other than the Collateral, (ii) such Indebtedness satisfies the applicable requirements set forth in the provisos to the definition of “Permitted Additional Debt,” (iii) such Indebtedness is not at any time guaranteed by any Restricted Subsidiaries of the Parent other than Restricted Subsidiaries, that are Guarantors and (iv) to the extent not addressed by the Intercreditor Agreement the Borrower, the holders of such Indebtedness (or their representative) and the Administrative Agent shall be party to an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent.

Permitted First Priority Debt means the First Lien Facilities and any First Lien Additional Notes.

Examples of Permitted First Priority Debt in a sentence

Any prepayment of Permitted First Priority Debt or Permitted First Priority Refinancing Debt made pursuant to Section 5.02(a)(i) shall be applied to the Term Loans and such Permitted First Priority Debt and Permitted First Priority Refinancing Debt on a pro rata basis in respect of the aggregate outstanding principal amount of such Term Loans, Permitted First Priority Debt and Permitted First Priority Refinancing Debt, as applicable.
No prepayment shall be required pursuant to Section 5.02(a)(i) unless and until the amount at any time of Net Cash Proceeds from Prepayment Events required to be applied at or prior to such time pursuant to such Section and not yet applied at or prior to such time to prepay Term Loans, Permitted First Priority Debt or Permitted First Priority Refinancing Debt pursuant to such Section exceeds (i) $10,000,000 for a single Prepayment Event or (ii) $20,000,000 in the aggregate for all such Prepayment Events.
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.
Borrower and the other Loan Parties agree that the documentation governing any Permitted First Priority Debt shall contain an agreement by the holders of such Indebtedness substantially similar to the foregoing sentence (with such changes as the Administrative Agent shall agree including, without, limitation, a provision requiring a turnover of proceeds consistent with the terms of this Agreement).
Any prepayment of Permitted First Priority Debt or Permitted First Priority Refinancing Debt made pursuant to Section 4.02(a)(i) shall be applied to the Term Loans and such Permitted First Priority Debt and Permitted First Priority Refinancing Debt on a pro rata basis in respect of the aggregate outstanding principal amount of such Term Loans, Permitted First Priority Debt and Permitted First Priority Refinancing Debt, as applicable.

More Definitions of Permitted First Priority Debt

Permitted First Priority Debt means Permitted First Priority Incremental Debt; provided that the documentation governing any Permitted First Priority Debt shall contain the provisions required to be included pursuant to Section 8.04 hereof.

Permitted First Priority Debt means (a) the First Lien Facilities, (b) any First Lien Incremental Equivalent Debt, (c) the Secured Cash Management Obligations (as defined in the Credit Agreement) and (d) the Secured Swap Obligations (as defined in the Credit Agreement), in each case, permitted to be incurred pursuant to the terms of the Credit Agreement as in effect on the Issue Date (as it may be amended in accordance with the express terms of the First/Second Lien Intercreditor Agreement) and any Permitted Refinancing thereof; provided that Permitted First Priority Debt shall not include any First Lien Incremental Facilities incurred in reliance of any “no worse” prong or the Interest Coverage Ratio (as defined in the Credit Agreement) in the Credit Agreement. For the avoidance of doubt, the aggregate principal amount of the First Lien Facilities on the Issue Date (other than any Secured Cash Management Obligations and any Secured Swap Obligations) shall not exceed $2,442,500,000.

Permitted First Priority Debt means (a) the First Lien Facilities, (b) any First Lien Incremental Equivalent Debt and (c) any First Lien Ratio Debt, in each case of clauses (a) and (b), permitted to be incurred pursuant to the terms of the First 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.

Permitted First Priority Debt means any secured Indebtedness incurred by the Credit Parties in the form of one or more series of senior secured notes or loans; provided that (a) such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the control of remedies) with the Obligations and is not secured by any property or assets of the Parent, the Borrower or any Restricted Subsidiary other than the Collateral, (b) such Indebtedness satisfies the applicable requirements set forth in the provisos to the definition of “Permitted Additional Debt,” (c) such Indebtedness is not at any time guaranteed by any Restricted Subsidiaries of the Parent other than Restricted Subsidiaries, that are Guarantors and (d) the holders of such Indebtedness (or their representative) shall be party to the ABL Intercreditor Agreement as “Additional Term Secured Parties” (or functionally equivalent term).