Permitted Third Lien Debt definition
Permitted Third Lien Debt means Permitted Junior Exchange Debt that is secured by Liens that are junior and subordinated to the Liens securing the Obligations and the Liens securing Permitted Second Lien Debt pursuant to the Third Lien Intercreditor Agreement.
Permitted Third Lien Debt means Third Lien Debt (including, but without duplication, Contingent Liabilities of the Subsidiary Guarantors in respect thereof) to the extent that (i) such Third Lien Debt is subject to, and the holders thereof are bound by, the terms and conditions of the Intercreditor Agreement, (ii) such Third Lien Debt is, taken as a whole, (A) on terms and conditions that are reasonable under then-existing market conditions for junior lien indebtedness and (B) the Third Lien Debt Documents evidencing such Third Lien Debt do not contain covenants, defaults or events of default that are more restrictive than the covenants, defaults, and events of default contained in the Loan Documents, (iii) such Indebtedness does not have a maturity date that is prior to the date that is six (6) months after the Stated Maturity Date, (iv) after giving effect to the incurrence of such Indebtedness no Default or Event of Default shall have occurred and be continuing and (v) after giving effect to the incurrence of such Indebtedness, the Borrower and EPL are in pro forma compliance with Section 7.2.4, and the Refinancing of all or any applicable portion of such Indebtedness as permitted hereunder (including amounts relating to fees and premiums incurred in connection with such Refinancing).
Permitted Third Lien Debt means (a) Debt of the Borrower under the Permitted Third Lien Debt Documents; provided that (i) such Debt is incurred on or after the Eighth Amendment Effective Date, (ii) such Debt is secured solely by Liens on Property upon which there exists first priority (subject to Liens permitted under Section 9.03 (other than Liens permitted under clause (h) thereof)) Liens in favor of the Administrative Agent and which are subject to the terms and conditions of the Junior Lien Intercreditor Agreement, (iii) such Debt is permitted under the Permitted Second Lien Debt Documents, (iv) such Debt shall not mature sooner than the date which is 120 days following the Maturity Date at the time of incurrence, (v) such Debt does not provide for or otherwise require any amortization of principal prior to scheduled maturity, (vi) after giving effect to the incurrence thereof, the application of proceeds thereof, and any automatic reduction of the Borrowing Base pursuant to Section 2.07(f) on account thereof, (A) the Borrower shall be in pro forma compliance with Section 9.01 and (B) no Event of Default or Borrowing Base Deficiency shall exist, and (vii) such Debt is evidenced and governed by documentation containing customary terms and conditions for similar term loans or notes, as the case may be, of like tenor and amount and which documentation does not contain any financial covenants or events of default that are more onerous or restrictive to the Borrower than those contained in this Agreement, and (b) any third lien Debt incurred to refinance or replace the Debt referred to in the foregoing clause (a), to the extent such refinancing or replacement is permitted under the Junior Lien Intercreditor Agreement.