Qualifying Parent Indebtedness definition

Qualifying Parent Indebtedness means Indebtedness of the Ultimate Parent or the Parent, other than Non-Cash Pay Debt, which (i) does not mature or amortize, and is not mandatorily redeemable, in whole or part, or required to be repurchased or reacquired, in whole or part (unless such redemption is required only if and to the extent then permitted by this Agreement), in each case prior to the date that is six months after the Term Maturity Date, (ii) is not secured by any assets of the Ultimate Parent, the Parent, Holdings, the Borrower or any Subsidiary, (iii) is not Guaranteed by the Parent (in the case of Qualifying Parent Indebtedness of the Ultimate Parent), Holdings, the Borrower or any Subsidiary, (iv) is not exchangeable or convertible into Indebtedness of the Parent (in the case of Qualifying Parent Indebtedness of the Ultimate Parent), Holdings, the Borrower or any Subsidiary or any preferred stock or other Equity Interest (other than (x) common equity of the Ultimate Parent, in the case of Qualifying Parent Indebtedness issued by the Ultimate Parent, or the Parent, in the case of Qualifying Parent Indebtedness issued by the Parent, provided that such exchange or conversion if effected would not result in a Change of Control, or (y) Non-Cash Pay Preferred Stock) and (v) is issued solely for cash consideration and bears interest (which may be payable in cash) at a fixed rate which represents a market rate of interest for such Qualifying Parent Indebtedness at the time of its issuance, and in any event includes the Existing Parent Indebtedness.
Qualifying Parent Indebtedness means Indebtedness of the Parent, other than Parent Non-Cash Pay Debt and any Put Financing, which (i) does not mature or amortize, and is not mandatorily redeemable, in whole or part, or required to be repurchased or reacquired, in whole or part (unless such redemption is required only if and to the extent then permitted by this Agreement), in each case prior to the date that is six months after the Tranche B Maturity Date, (ii) is not secured by any assets of the Parent, Holdings, the Borrower or any Subsidiary, (iii) is not Guaranteed by Holdings, the Borrower or any Subsidiary, (iv) is not exchangeable or convertible into Indebtedness of Holdings, the Borrower or any Subsidiary or any preferred stock or other Equity Interest (other than common equity of the Parent or Non-Cash Pay Preferred Stock) and (v) is issued solely for cash consideration and bears interest (which may be payable in cash) at a fixed rate which represents a market rate of interest for such Qualifying Parent Indebtedness at the time of its issuance.