Pari Passu Secured Indebtedness definition

Pari Passu Secured Indebtedness means any Indebtedness of the Issuer, Intermediate Holdings or any Note Guarantor that ranks pari passu in right of payment with the Notes or the relevant Intermediate Holdings Guarantee or Note 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 by the Issuer as “First Lien Junior Priority Obligations” under the New Intercreditor Agreement.

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 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.

Examples of Pari Passu Secured Indebtedness in a sentence

• 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.

• 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.

• 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.

• The Collateral Agent holds the Second-Priority Lien on the Collateral in trust for the benefit of the Trustee and the Holders as well as the holders of certain Other Pari Passu Secured Indebtedness, in each case pursuant to the Indenture, the Security Documents, the Intercreditor Agreement and any documents relating to such Other Pari Passu Secured Indebtedness.

• In addition, the Notes will be treated along with certain other Pari Passu Secured Indebtedness of the Issuer as a single class for amendments and waivers and for taking certain other actions.

More Definitions of Pari Passu Secured Indebtedness

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 Term Loans.

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 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 of the Company or any Note Guarantor that ranks pari passu in right of payment with the Securities or the relevant Note 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 Company to the Trustee and the holders of which enter into an appropriate intercreditor and agency agreement with the Collateral Agent generally including the Pari Passu Intercreditor Agreement Specified Terms (the “Pari Passu Intercreditor Agreement”). The Trustee and Collateral Agent shall be entitled to rely on an Officers’ Certificate of the Issuer certifying that such terms have been generally included.

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 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 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.