Second Priority Lien Debt definition

Second Priority Lien Debt means, collectively, (a) the Second Priority Notes, (b) the Indebtedness under the Second Priority Term Loan Agreement, (c) Hedging Obligations incurred to hedge or manage interest rate risk with respect to other Second Priority Lien Debt having an aggregate notional amount not to exceed, together with the aggregate notional amount of any outstanding Hedging Obligations constituting First Priority Lien Debt, $500,000,000, (d) Indebtedness under any other Credit Facility that is secured by a Second Priority Lien, and (e) any other Indebtedness the net proceeds of which are used to refund, refinance, replace, defease, discharge or otherwise acquire or retire any other Second Priority Lien Debt or any First Priority Lien Debt; provided, however, in the case of clauses (c), (d) or (e) of this definition, such Indebtedness shall constitute Second Priority Lien Debt only if (i) such Indebtedness was permitted to be incurred and so secured under each applicable Financing Document (or the lenders under such Indebtedness obtained an Officer's Certificate of the Borrower at the time of incurrence to the effect that such Indebtedness was permitted to be incurred and so secured under each applicable Financing Document), (ii) on or before the date on which such Indebtedness is incurred by the Borrower or the applicable Subsidiary, such Indebtedness is designated by the Borrower, in an Officer's Certificate delivered to each Second Priority Debt Representative and the Collateral Agent, as Second Priority Lien Debt for the purposes of the Collateral Trust Agreement and the other Second Priority Lien Documents; (iii) such Indebtedness is governed by an agreement that includes a Sharing Confirmation, a Lien Priority Confirmation, and an agreement by the applicable Second Priority Debt Representative to vote with respect to such Indebtedness as described in the Collateral Trust Agreement; and (iv) all requirements set forth in the Collateral Trust Agreement as to the confirmation, grant or perfection of the Collateral Agent's Liens to secure such Indebtedness or Obligations in respect thereof are satisfied (and the satisfaction of such requirements will be conclusively established if the Borrower delivers to the Collateral Agent an Officer's Certificate stating that such requirements have been satisfied and that such Indebtedness is Second Priority Lien Debt).
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Second Priority Lien Debt means, collectively, (a) the Second Priority Notes, (b) the Indebtedness under this Agreement, (c) Hedging Obligations incurred to hedge or manage interest rate risk with respect to other Second Priority Lien Debt having an aggregate notional amount not to exceed, together with the aggregate notional amount of any outstanding Hedging Obligations constituting First Priority Lien Debt, $500,000,000, (d) Indebtedness under any other Credit Facility that is secured by a Second Priority Lien, and (e) any other Indebtedness the net proceeds of which are used to refund, refinance, replace, defease, discharge or otherwise acquire or retire any other Second Priority Lien Debt or any First Priority Lien Debt; provided, however, in the case of clauses (c), (d) or (e) of this definition, such Indebtedness shall constitute Second Priority Lien Debt only if (i) such Indebtedness was permitted to be incurred and so secured under each applicable Financing Document (or the lenders under such Indebtedness obtained an Officer's Certificate of the Borrower at the time of incurrence to the effect that such Indebtedness was permitted to be incurred and so secured under each applicable Financing Document), (ii) on or before the date on which such Indebtedness is incurred by the Borrower or the applicable Subsidiary, such Indebtedness is designated by the Borrower, in an Officer's Certificate delivered to each Second Priority Debt Representative and the Collateral Agent, as Second Priority Lien Debt for the purposes of the Collateral Trust Agreement and the other Second Priority Lien Documents; (iii) such Indebtedness is governed by an agreement that includes a Sharing Confirmation, a Lien Priority Confirmation, and an agreement by the applicable Second Priority Debt Representative to vote with respect to such Indebtedness as described in the Collateral Trust Agreement; and (iv) all requirements set forth in the Collateral Trust Agreement as to the confirmation, grant or perfection of the Collateral Agent's Liens to secure such Indebtedness or Obligations in respect thereof are satisfied (and the satisfaction of such requirements will be conclusively established if the Borrower delivers to the Collateral Agent an Officer's Certificate stating that such requirements have been satisfied and that such Indebtedness is Second Priority Lien Debt).
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Second Priority Lien Debt means (a) the 2003 Second Lien Notes, (b) Indebtedness incurred under Section 7.03(b)(xii) which is secured by a Second Priority Lien, (c) Hedging Obligations of the Borrower and its Restricted Subsidiaries secured by a Second Priority Lien or (d) any Permitted Refinancing Indebtedness in respect of any of the foregoing, but, in the case of clause (b), (c) or (d), only if on or before the day on which such Indebtedness, Hedging Obligations or Permitted Refinancing Indebtedness, as applicable, is incurred by the Borrower and/or any of its Restricted Subsidiaries such Indebtedness, Hedging Obligations or Permitted Refinancing Indebtedness, as applicable, is designated by the Borrower, in an officer’s certificate delivered to the Administrative Agents on or before such date, as Second Priority Lien Debt for the purposes of this Agreement.
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Examples of Second Priority Lien Debt in a sentence

  • I won't bore you with every session and meeting I attended, but I will mention the Poster Session.

  • The Second Priority Debt Representative for each future Series of Second Priority Lien Debt will be required to deliver a Lien Priority Confirmation to the Collateral Agent and each First Priority Debt Representative at the time of incurrence of such Series of Second Priority Lien Debt.

  • Promptly following any Discharge of Second Priority Lien Obligation, each Second Priority Debt Representative with respect to each applicable Series of Second Priority Lien Debt that is so discharged will provide written notice of such discharge to the Collateral Agent and to each other Secured Debt Representative.

  • In addition, the foregoing provision is intended solely to set forth the relative ranking, as Liens, of the Liens securing Second Priority Lien Debt as against the First Priority Liens.


More Definitions of Second Priority Lien Debt

Second Priority Lien Debt or “Third Priority Lien Debt” or “Junior Lien Debt” (or any combination of the four);
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Second Priority Lien Debt for the purposes of this Agreement and the other Second Priority Lien Documents;
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Related to Second Priority Lien Debt

  • Priority Lien Debt means Indebtedness of the Company and the Subsidiary Guarantors under the Priority Lien Credit Agreement (including reimbursement obligations with respect to letters of credit).

  • First Priority Lien Obligations means (i) all Secured Bank Indebtedness, (ii) all other Obligations (not constituting Indebtedness) of the Issuer and its Restricted Subsidiaries under the agreements governing Secured Bank Indebtedness and (iii) all other Obligations of the Issuer or any of its Restricted Subsidiaries in respect of Hedging Obligations or Obligations in respect of cash management services, in each case owing to a Person that is a holder of Indebtedness described in clause (i) or Obligations described in clause (ii) or an Affiliate of such holder at the time of entry into such Hedging Obligations or Obligations in respect of cash management services.

  • Second Priority Lien means the Liens on the Second Priority Collateral in favor of Second Priority Debt Parties under Second Priority Collateral Documents.

  • Second Priority Debt means any Indebtedness of the Borrower or any other Grantor guaranteed by the Guarantors (and not guaranteed by any Subsidiary that is not a Guarantor), including the Initial Second Priority Debt, which Indebtedness and guarantees are secured by the Second Priority Collateral on a pari passu basis (but without regard to control of remedies, other than as provided by the terms of the applicable Second Priority Debt Documents) with any other Second Priority Debt Obligations and the applicable Second Priority Debt Documents which provide that such Indebtedness and guarantees are to be secured by such Second Priority Collateral on a subordinate basis to the Senior Debt Obligations (and which is not secured by Liens on any assets of the Borrower or any other Grantor other than the Second Priority Collateral or which are not included in the Senior Collateral); provided, however, that (i) such Indebtedness is permitted to be incurred, secured and guaranteed on such basis by each Senior Debt Document and Second Priority Debt Document and (ii) except in the case of the Initial Second Priority Debt hereunder, the Representative for the holders of such Indebtedness shall have become party to this Agreement pursuant to, and by satisfying the conditions set forth in, Section 8.09 hereof. Second Priority Debt shall include any Registered Equivalent Notes and Guarantees thereof by the Guarantors issued in exchange therefor.

  • Second Priority Debt Documents means the Initial Second Priority Debt Documents and, with respect to any series, issue or class of Second Priority Debt, the promissory notes, indentures, Collateral Documents or other operative agreements evidencing or governing such Indebtedness, including the Second Priority Collateral Documents.

  • Second Priority Liens means all Liens on the Second Lien Collateral to secure the Second Lien Obligations, whether created under the Second Lien Security Documents or acquired by possession, statute, operation of law, subrogation or otherwise.

  • Second Priority Debt Obligations means the Initial Second Priority Debt Obligations and, with respect to any series, issue or class of Second Priority Debt, (a) all principal of, and interest (including, without limitation, any interest which accrues after the commencement of any Bankruptcy Case, whether or not allowed or allowable as a claim in any such proceeding) payable with respect to, such Second Priority Debt, (b) all other amounts payable to the related Second Priority Debt Parties under the related Second Priority Debt Documents and (c) any renewals or extensions of the foregoing.

  • Priority Lien means a Lien granted by a Collateral Document to the Collateral Agent upon any property of the Company or any other Obligor to secure Priority Lien Obligations.

  • Priority Lien Obligations means the Priority Lien Debt and all other Obligations in respect of Priority Lien Debt.

  • Permitted Priority Liens means Liens permitted under any of the clauses (b), (c), (d), (e), (f) or (i) of Section 9.02.

  • Second Priority Documents means each Second Priority Agreement, each Second Priority Security Document and each Second Priority Guarantee.

  • Series of Priority Lien Debt means, severally, the Indebtedness (including, without limitation, revolving loans and letters of credit) outstanding under the Credit Agreement and any other Credit Facility that constitutes Priority Lien Debt.

  • First Priority Lien means any Lien created by the First Priority Security Documents.

  • Second Priority Collateral means any “Collateral” as defined in any Second Priority Debt Document or any other assets of the Borrower or any other Grantor with respect to which a Lien is granted or purported to be granted pursuant to a Second Priority Collateral Document as security for any Second Priority Debt Obligation.

  • Priority Lien Security Documents means the Priority Credit Agreement (insofar as the same grants a Lien on the Collateral), each agreement listed in Part A of Exhibit B hereto, and any other security agreements, pledge agreements, collateral assignments, mortgages, deeds of trust, control agreements, or grants or transfers for security, now existing or entered into after the date hereof, executed and delivered by the Borrower or any other Grantor creating (or purporting to create) a Lien upon Collateral in favor of the Priority Lien Agent (including any such agreements, assignments, mortgages, deeds of trust and other documents or instruments associated with any Priority Substitute Credit Facility).

  • Second Priority Collateral Documents means the Noteholder Collateral Documents and any other agreement, document or instrument pursuant to which a Lien is now or hereafter granted securing any Second Priority Claims or under which rights or remedies with respect to such Liens are at any time governed.

  • Second Priority Obligations means (a) with respect to the Existing Second Priority Agreement, all “Secured Obligations” of each Loan Party as defined in the “Security Agreement” referred to in the Existing Second Priority Agreement and (b) with respect to each other Second Priority Agreement, (i) all principal of and interest (including without limitation any Post-Petition Interest) and premium (if any) on all indebtedness under such Second Priority Agreement, and (ii) all guarantee obligations, fees, expenses and other amounts payable from time to time pursuant to the applicable Second Priority Documents, in each case whether or not allowed or allowable in an Insolvency Proceeding. To the extent any payment with respect to any Second Priority Obligation (whether by or on behalf of any Loan Party, as proceeds of security, enforcement of any right of setoff or otherwise) is declared to be a fraudulent conveyance or a preference in any respect, set aside or required to be paid to a debtor in possession, any First Priority Secured Party, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall, for the purposes of this Agreement and the rights and obligations of the First Priority Secured Parties and the Second Priority Secured Parties hereunder, be deemed to be reinstated and outstanding as if such payment had not occurred.

  • Priority Lien Secured Parties means the holders of Priority Lien Obligations and any Priority Debt Representatives.

  • Second Priority Secured Parties means the Second Priority Representative, the Second Priority Creditors and any other holders of the Second Priority Obligations.

  • Discharge of Priority Lien Obligations means the occurrence of all of the following:

  • Parity Lien Obligations means Parity Lien Debt and all other Obligations in respect thereof.

  • Notes Priority Collateral has the meaning set forth in the Intercreditor Agreement.

  • First Priority Liens means all Liens that secure the First Priority Lien Obligations.

  • Second Lien Debt means the indebtedness under the Second Lien Indenture Notes issued on the date hereof and guarantees thereof and all additional indebtedness incurred under any Additional Second Lien Documents and all additional indebtedness in respect of Additional Notes and guarantees thereof, in each case, that was permitted to be incurred and secured in accordance with the Secured Debt Documents and with respect to which the requirements of Section 4.04(b) have been (or are deemed) satisfied, and all Indebtedness incurred under any Second Lien Substitute Facility.

  • First Lien Debt means the Initial First Lien Debt and any Additional First Lien Debt.

  • Priority Lien Documents means the Priority Credit Agreement, the Priority Lien Security Documents, the other “Loan Documents” (as defined in the Priority Credit Agreement) and all other loan documents, notes, guarantees, instruments and agreements governing or evidencing, or executed or delivered in connection with, any Priority Substitute Credit Facility.