Asset Swap" means the concurrent purchase and sale or exchange of
Related Business Assets or a combination of Related Business Assets and Cash
Equivalents between the Borrower or any of its Restricted Subsidiaries and
another Person; provided that any Net Proceeds received must be applied in
accordance with Section 2.05(c).
"Permitted Collateral Liens" means:
(A)
LIENS SECURING ANY OTHER PARI PASSU LIEN OBLIGATIONS; PROVIDED,
HOWEVER, THAT, AT THE TIME OF INCURRENCE AND AFTER GIVING PRO FORMA EFFECT
THERETO, THE CONSOLIDATED SECURED DEBT RATIO WOULD BE NO GREATER THAN 4.25 TO
1.00 (OR, IF LESS, THE COVENANT LEVEL THEN REQUIRED TO BE MAINTAINED PURSUANT TO
SECTION 7.05);
(B)
LIENS EXISTING ON THE CLOSING DATE;
(C)
LIENS DESCRIBED IN CLAUSES (A), (B), (C), (D), (E), (F) (BUT ONLY
WITH RESPECT TO SECTION 7.03(B)(IV) REFERRED TO THEREIN), (H), (I), (K), (L) (AS
TO ASSETS OTHER THAN INVENTORY), (M), (N), (P), (R) (BUT ONLY WITH RESPECT TO
CLAUSES (F) (BUT ONLY WITH RESPECT TO SECTION 7.03(B)(IV) REFERRED TO THEREIN),
(G), (H) AND (I) REFERRED TO THEREIN), (S), (U), (V), (W), (X), (Y), (Z), (AA),
(BB), (CC), (DD), (EE), (FF), (GG) (AS TO ASSETS OTHER THAN INVENTORY), (II) (AS
TO ASSETS OTHER THAN INVENTORY), (JJ), (KK) AND (LL) OF THE DEFINITION OF
"PERMITTED LIENS"; AND
(D)
LIENS ON THE TL PRIORITY COLLATERAL IN FAVOR OF THE COLLATERAL
AGENT RELATING TO THE COLLATERAL AGENT'S ADMINISTRATIVE EXPENSES WITH RESPECT TO
THE TL PRIORITY COLLATERAL.
"Permitted Cure Issuance" has the meaning provided in Section 8.05
"Permitted Debt" has the meaning set forth in Section 7.03(b).
41
"Permitted Holders" means each of the Investors and members of management of the
Borrower (or its direct parent) who are holders of Equity Interests of the
Borrower (or any of its direct or indirect parent companies) on the Closing
Date.
"Permitted Investments" means:
(A)
ANY INVESTMENT IN THE BORROWER OR ANY OF ITS RESTRICTED
SUBSIDIARIES;
(B)
ANY INVESTMENT IN CASH AND CASH EQUIVALENTS OR INVESTMENT GRADE
SECURITIES;
(C)
ANY INVESTMENT BY THE BORROWER OR ANY OF ITS RESTRICTED
SUBSIDIARIES IN A PERSON THAT IS ENGAGED IN A SIMILAR BUSINESS IF AS A RESULT OF
SUCH INVESTMENT:
(I)
SUCH PERSON BECOMES A RESTRICTED SUBSIDIARY; OR
(II)
SUCH PERSON, IN ONE TRANSACTION OR A SERIES OF RELATED
TRANSACTIONS, IS MERGED, AMALGAMATED OR CONSOLIDATED WITH OR INTO, OR TRANSFERS
OR CONVEYS SUBSTANTIALLY ALL OF ITS ASSETS TO, OR IS LIQUIDATED INTO, THE
BORROWER OR A RESTRICTED SUBSIDIARY,
and, in each case, any Investment held by such Person; provided that such
Investment was not acquired by such Person in contemplation of such acquisition,
merger, consolidation or transfer;
(D)
ANY INVESTMENT IN SECURITIES OR OTHER ASSETS NOT CONSTITUTING
CASH, CASH EQUIVALENTS OR INVESTMENT GRADE SECURITIES AND RECEIVED IN CONNECTION
WITH AN ASSET SALE MADE PURSUANT TO SECTION 7.01 OR ANY OTHER DISPOSITION OF
ASSETS NOT CONSTITUTING AN ASSET SALE;
(E)
ANY INVESTMENT EXISTING ON THE CLOSING DATE AND ANY EXTENSION,
MODIFICATION, REPLACEMENT OR RENEWAL OF ANY SUCH INVESTMENT, BUT ONLY TO THE
EXTENT NOT INVOLVING ADDITIONAL