Common use of Priority Debt Clause in Contracts

Priority Debt. Create, incur, assume or suffer to exist any Priority Debt, except: (a) Indebtedness under the Loan Documents; (b) Priority Debt outstanding on the date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred, in connection with such refinancing; (c) Indebtedness in respect of capital leases, Synthetic Lease Obligations, purchase money obligations and other obligations, the proceeds of which are used to acquire or construct fixed or capital assets or improvements with respect thereto (within the limitations set forth in Section 7.01(l)) or any refinancings, refundings, renewals, amendments or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing; (d) Indebtedness secured by Liens permitted by Section 7.01(j) (within the limitations set forth in such Section) or any refinancings, refundings, renewals, amendments or extensions thereof, provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing; and (e) other Priority Debt not described above in this Section 7.02, provided that the sum, without duplication, of (i) the aggregate amount of Priority Debt permitted by this subsection (e) and (ii) the aggregate amount of Indebtedness permitted to be secured under Section 7.01(n), shall not at any time exceed the greater of (x) $300,000,000 and (y) 10% of Consolidated Tangible Net Worth.

Priority Debt. CreateThe Borrower shall not, and shall not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Priority Debt, except: (a) Indebtedness under the Loan Documents; (b) Priority Debt outstanding on the date hereof and secured by Liens listed on Schedule 7.02 and 7.01 to the Disclosure Letter or any refinancings, refundings, renewals renewals, amendments or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid paid, and fees and expenses reasonably incurred, in connection with such refinancing; (cb) Indebtedness in respect of capital leases, Synthetic Lease Obligations, purchase money obligations and other obligations, the proceeds of which are used to acquire or construct fixed or capital assets or improvements with respect thereto (within the limitations set forth in Section 7.01(l7.01(h)) or any refinancings, refundings, renewals, amendments or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing; (dc) Indebtedness secured by Liens permitted by Section 7.01(j7.01(i) (within the limitations set forth in such Section) or any refinancings, refundings, renewals, amendments or extensions thereof, provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing; (d) Indebtedness secured by Liens permitted under Section 7.01(k), Section 7.01(l), Section 7.01(p) or Section 7.01(q); andor (e) other Priority Debt not described above in this Section 7.02, provided that the sum, without duplication, of (i) the aggregate amount of Priority Debt permitted by this subsection (e) and (ii) the aggregate amount of Indebtedness Liens and other obligations permitted to be secured under Section 7.01(n7.01(t), shall not at any time exceed an amount equal to the greater of (x) $300,000,000 500,000,000 and (y) 10% of Consolidated Tangible Net Worth.

Priority Debt. CreatePermit any Subsidiary to create, incur, assume incur or suffer to exist any Priority Debt, except: Debt except (ai) Indebtedness Debt under the Loan Documents; , (bii) Priority Debt outstanding on owed to the date hereof Company or a Subsidiary, (iii) Debt of one or more Subsidiaries existing at the time such Subsidiaries become Subsidiaries (and listed on Schedule 7.02 not incurred in anticipation thereof) and any refinancingsextension, refundingsrenewal, renewals refinancing or extensions thereofreplacement thereof in whole or in part; provided that such renewal, refinancing or replacement does not increase the aggregate principal amount of such Indebtedness is Debt (except for increases in an amount not increased to exceed accrued interest, premium, fees and expenses in connection therewith), (iv) Debt assumed in connection with the acquisition of any property or assets (and not incurred in anticipation thereof) and any extension, renewal, refinancing or replacement thereof in whole or in part; provided that such renewal, refinancing or replacement does not increase the aggregate principal amount of such Debt (except for increases in an amount not to exceed accrued interest, premium, fees and expenses in connection therewith), (v) Debt secured by any Lien permitted by Section 5.02(a)(i) (and any guarantee of such Debt by any Subsidiary), (vi) in the case of Subsidiaries that are designated as borrowers under the Revolving Credit Agreement, Debt of such Subsidiaries under the Revolving Credit Agreement and (vii) other Debt in an aggregate principal amount outstanding at any time not greater than the greater of 25% of Consolidated Tangible Assets and $750,000,000 (it being understood that, for the purpose of calculating utilization of the basket in this clause (vii), Debt of a Subsidiary and 60 ​ guarantees of such Debt by any other Subsidiary shall not be double counted); provided that, for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred if, at the time of such refinancingthe creation, refunding, renewal, amendment incurrence or extension except by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred, in connection with such refinancing; (c) Indebtedness in respect of capital leases, Synthetic Lease Obligations, purchase money obligations and other obligations, the proceeds of which are used to acquire or construct fixed or capital assets or improvements with respect thereto (within the limitations set forth in Section 7.01(l)) or any refinancings, refundings, renewals, amendments or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing; (d) Indebtedness secured by Liens permitted by Section 7.01(j) (within the limitations set forth in such Section) or any refinancings, refundings, renewals, amendments or extensions assumption thereof, provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing; and (e) other Priority Debt not described above in this Section 7.02, provided that the sum, without duplication, of (i) the aggregate amount of Priority Debt permitted by this subsection (e) and (ii) the aggregate amount of Indebtedness was permitted to be secured under Section 7.01(nincurred pursuant to this clause (vii), shall not at any notwithstanding a decrease after such time exceed in the greater amount permitted under this clause (vii) as a result of (x) $300,000,000 and (y) 10% of a decrease in Consolidated Tangible Net WorthAssets.

Priority Debt. Createin addition to the Indebtedness permitted by section 9.4(b) above, incurthe following Indebtedness (collectively, assume or suffer to exist any Priority Debt, except:"PRIORITY DEBT"): (ai) Indebtedness under consisting of Capital Lease Obligations of the Loan Documents;Borrower and its Subsidiaries, (bii) Priority Debt outstanding on Indebtedness consisting of Synthetic Lease Obligations of the date hereof Borrower and listed on Schedule 7.02 its Subsidiaries, (iii) Indebtedness (other than the Obligations and any refinancingsDesignated Hedge Agreements) secured by a Lien on any property of the Borrower or any Subsidiary, refundingsand (iv) other Indebtedness of Subsidiaries of the Borrower (exclusive of Indebtedness owed pursuant to any of the Credit Documents, renewals or extensions thereofto the Borrower or a Wholly-Owned Subsidiary of the Borrower); provided PROVIDED that the amount of such Indebtedness is not increased (A) at the time of such refinancingany incurrence thereof after the date hereof, refunding, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred, in connection with such refinancing; (c) Indebtedness in respect of capital leases, Synthetic Lease Obligations, purchase money obligations and other obligationsafter giving effect thereto, the proceeds of which are used to acquire or construct fixed or capital assets or improvements Borrower would be in compliance with respect thereto (within the limitations set forth in Section 7.01(l)) or any refinancingssections 9.8, refundings, renewals, amendments or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid9.9 and 9.10, and fees no Event of Default shall have occurred and expenses reasonably incurred, in connection with such refinancing; be continuing or would result therefrom; and (d) Indebtedness secured by Liens permitted by Section 7.01(j) (within the limitations set forth in such Section) or any refinancings, refundings, renewals, amendments or extensions thereof, provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing; and (e) other Priority Debt not described above in this Section 7.02, provided that the sum, without duplication, of (iB) the aggregate outstanding principal amount (using Capitalized Lease Obligations in lieu of principal amount, in the case of any Capital Lease, or present value, based on the implicit interest rate, in lieu of principal amount, in the case of a Synthetic Lease) of Priority Debt permitted by this subsection clause (e) and (ii) the aggregate amount c), exclusive of Indebtedness permitted owed pursuant to be secured under Section 7.01(n)guarantees by Subsidiaries of the Subordinated Bridge Debt, shall not exceed $20,000,000 aggregate principal amount outstanding at any time exceed the greater of (x) $300,000,000 and (y) 10% of Consolidated Tangible Net Worth.time;

Priority Debt. Create, incurNeither the Borrower nor any Consolidated Subsidiary will create, assume or suffer to exist any Priority Lien on any asset now owned or hereafter acquired by it, and the Borrower shall not permit any Subsidiary which is not a Borrower or a Guarantor to incur any Debt, except: (a) Indebtedness under Liens existing on the Loan Documentsdate of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal amount not exceeding $25,000,000; (b) Priority Debt outstanding any Lien existing on the date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that the amount specific fixed asset of such Indebtedness is not increased any corporation at the time such corporation becomes a Consolidated Subsidiary and not created in contemplation of such refinancing, refunding, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred, in connection with such refinancingevent; (c) Indebtedness in respect any Lien on any specific fixed asset securing Debt incurred or assumed for the purpose of capital leases, Synthetic Lease Obligations, purchase money obligations and other obligations, the proceeds of which are used to acquire or construct fixed or capital assets or improvements with respect thereto (within the limitations set forth in Section 7.01(l)) financing all or any refinancingspart of the cost of acquiring, refundingsconstructing or improving such asset, renewals, amendments or extensions thereof; provided that such Lien attaches to such asset concurrently with or within 18 months after the amount of such Indebtedness is not increased at the time of such refinancingacquisition, refundingcompletion, renewal, amendment construction or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancingimprovement thereof; (d) Indebtedness secured by Liens permitted by Section 7.01(j) (within the limitations set forth in such Section) or any refinancings, refundings, renewals, amendments or extensions thereof, provided that the amount Lien on any specific fixed asset of such Indebtedness is not increased any corporation existing at the time such corporation is merged or consolidated with or into the Borrower or a Consolidated Subsidiary and not created in contemplation of such refinancing, refunding, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing; andevent; (e) other Priority any Lien existing on any specific fixed asset prior to the acquisition thereof by the Borrower or a Consolidated Subsidiary and not created in contemplation of such acquisition; (f) Liens securing Debt not described above in owing by any Subsidiary to the Borrower or to any Wholly Owned Subsidiary; (g) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing paragraphs of this Section 7.02Section, provided that the sum, without duplication, of (i) the aggregate amount of Priority such Debt permitted is not secured by this subsection (e) any additional assets, and (ii) the aggregate amount of Indebtedness such Debt secured by any such Lien is not increased; (h) Liens incidental to the conduct of its business or the ownership of its assets which (i) do not secure Debt and (ii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) any Lien on Margin Stock; (j) Debt owing to the Borrower or another Subsidiary; (k) Liens on Receivables Program Assets pursuant to a Receivables Securitization Program; (l) Receivables Program Obligations; (m) Liens granted pursuant to or arising under this Agreement; and (n) Liens not otherwise permitted to be secured under by the foregoing paragraphs of this Section 7.01(nsecuring Debt (other than indebtedness represented by the Notes), shall and Debt of Subsidiaries not otherwise permitted by paragraph (j), in an aggregate principal amount at any time outstanding not to exceed the greater of (x) $300,000,000 and (y) 1015% of Consolidated Tangible Net Worth.

Priority Debt. CreatePermit any Subsidiary to create, incur, assume incur or suffer to exist any Priority Debt, except: Debt except (ai) Indebtedness Debt under the Loan Documents; , (bii) Priority Debt outstanding on owed to the date hereof Company or a Subsidiary, (iii) Debt of one or more Subsidiaries existing at the time such Subsidiaries become Subsidiaries (and listed on Schedule 7.02 not incurred in anticipation thereof) and any refinancingsextension, refundingsrenewal, renewals refinancing or extensions thereofreplacement thereof in whole or in part; provided that such renewal, refinancing or replacement does not increase the aggregate principal amount of such Indebtedness is Debt (except for increases in an amount not increased to exceed accrued interest, premium, fees and expenses in connection therewith), (iv) Debt assumed in connection with the acquisition of any property or assets (and not incurred in anticipation thereof) and any extension, renewal, refinancing or replacement thereof in whole or in part; provided that such renewal, refinancing or replacement does not increase the aggregate principal amount of such Debt (except for increases in an amount not to exceed accrued interest, premium, fees and expenses in connection therewith), (v) Debt secured by any Lien permitted by ‎Section 5.02(a)(i) (and any guarantee of such Debt by any Subsidiary) and (vi) other Debt in an aggregate principal amount outstanding at any time, not greater than the greater of 25% of Consolidated Tangible Assets and $750,000,000 (it being understood that, for the purpose of calculating utilization of the basket in this clause ‎(vi), Debt of a Subsidiary and guarantees of such Debt by any other Subsidiary shall not be double counted); provided that, for the avoidance of doubt, no Default or Event of Default shall be deemed to have occurred if, at the time of such refinancingthe creation, refunding, renewal, amendment incurrence or extension except by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred, in connection with such refinancing; (c) Indebtedness in respect of capital leases, Synthetic Lease Obligations, purchase money obligations and other obligations, the proceeds of which are used to acquire or construct fixed or capital assets or improvements with respect thereto (within the limitations set forth in Section 7.01(l)) or any refinancings, refundings, renewals, amendments or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing; (d) Indebtedness secured by Liens permitted by Section 7.01(j) (within the limitations set forth in such Section) or any refinancings, refundings, renewals, amendments or extensions assumption thereof, provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing; and (e) other Priority Debt not described above in this Section 7.02, provided that the sum, without duplication, of (i) the aggregate amount of Priority Debt permitted by this subsection (e) and (ii) the aggregate amount of Indebtedness was permitted to be secured under Section 7.01(nincurred pursuant to this clause (vi), shall not at any notwithstanding a decrease after such time exceed in the greater amount permitted under this clause (vi) as a result of (x) $300,000,000 and (y) 10% of a decrease in Consolidated Tangible Net WorthAssets.

Priority Debt. Create, incur, assume or suffer to exist any Priority Debt, except: (a) Indebtedness under the Loan Documents; (b) Priority Debt outstanding on the date hereof Closing Date and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that provided, that, the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred, in connection with such refinancing; (c) Indebtedness in respect of capital leases, Synthetic Lease Obligations, purchase money obligations and other obligations, the proceeds of which are used to acquire or construct fixed or capital assets or improvements with respect thereto (within the limitations set forth in Section 7.01(l)) or any refinancings, refundings, renewals, amendments or extensions thereof; provided that provided, that, the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing; (d) Indebtedness secured by Liens permitted by Section 7.01(j) of any Person acquired after the Closing Date (within the limitations set forth in such Section) or and any refinancings, refundings, renewals, amendments renewals or extensions thereof; provided, provided that that, the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid, paid and fees and expenses reasonably incurred, in connection with such refinancing) to the extent existing at the time of such acquisition; provided, that, such Indebtedness shall not have been incurred in contemplation of such acquisition; and (e) other Priority Debt not described above otherwise permitted in this Section 7.02; provided, provided that that, the sum, without duplication, of (i) the aggregate amount of Priority Debt permitted by this subsection (e) and ), plus (ii) the aggregate amount of Indebtedness or other obligations permitted to be secured under Section 7.01(n7.01(p), shall not at any time exceed the greater of (x) $300,000,000 1,500,000,000 and (y) 10% of Consolidated Tangible Net WorthAssets.

Priority Debt. Create, incur, assume or suffer to exist any Priority Debt, except: (a) Indebtedness under the Loan Documents; (b) Priority Debt outstanding on the date hereof Closing Date and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that provided, that, the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid and fees and expenses reasonably incurred, in connection with such refinancing; (c) Indebtedness in respect of capital leases, Synthetic Lease Obligations, purchase money obligations and other obligations, the proceeds of which are used to acquire or construct fixed or capital assets or improvements with respect thereto (within the limitations set forth in Section 7.01(l)) or any refinancings, refundings, renewals, amendments or extensions thereof; provided that provided, that, the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing; (d) Indebtedness secured by Liens permitted by Section 7.01(j) of any Person acquired after the Closing Date (within the limitations set forth in such Section) or and any refinancings, refundings, renewals, amendments renewals or extensions thereof; provided, provided that that, the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal, amendment or extension except by an amount equal to a reasonable premium or other reasonable amount paid, paid and fees and expenses reasonably incurred, in connection with such refinancing) to the extent existing at the time of such acquisition; provided, that, such Indebtedness shall not have been incurred in contemplation of such acquisition; and (e) other Priority Debt not described above otherwise permitted in this Section 7.02; provided, provided that that, the sum, without duplication, of (i) the aggregate amount of Priority Debt permitted by this subsection (e) and ), plus (ii) the aggregate amount of Indebtedness or other obligations permitted to be secured under under Section 7.01(n7.01 (p), shall not at any time exceed the greater of (x) $300,000,000 1,500,000,000 and (y) 10% of Consolidated Tangible Net WorthAssets.