Permitted Second Lien Refinancing Indebtedness. Means any Indebtedness of Parent or any of its Restricted Subsidiaries or Equity Interests of Parent issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, redeem, replace, defease or refund Indebtedness under the Second Lien Credit Agreement or any other Permitted Second Lien Refinancing Indebtedness; provided that: (i) the principal amount (or accreted value, if applicable) of such Permitted Second Lien Refinancing Indebtedness does not
... exceed the principal amount of (or accreted value, if applicable), plus fees, expenses, premiums, defeasance costs and accrued interest on, the Indebtedness so extended, refinanced, renewed, redeemed, replaced, defeased or refunded (plus the amount of reasonable fees and expenses incurred in connection therewith); (ii) the maturity date of such Permitted Second Lien Refinancing Indebtedness is at least one year after the maturity date of the Notes and there are no scheduled amortization, mandatory redemption, sinking fund or similar payments before such date (other than principal payments upon a change of control, with net cash proceeds of assets sales or with net cash proceeds of the ATA Assets not applied to the purchase of Notes in an ATA Distribution Offer, in each case on terms not less favorable to Parent and its Restricted Subsidiaries than the terms applicable to the Second Lien Credit Agreement as in effect on the Issue Date); (iii) the yield to maturity and mandatory cash-pay portion of the interest rate of such Permitted Second Lien Refinancing Indebtedness (excluding any yield attributable to Equity Interests issued in connection with such Permitted Second Lien Refinancing Indebtedness (other than dividends or distributions on any such Equity Interests required in accordance with the terms thereof)) are not greater than 23.5% per annum and 12.01% per annum, respectively; (iv) such Permitted Second Lien Refinancing Indebtedness is incurred either by an Issuer, a Guarantor or by the Restricted Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and (v) the covenants of such Permitted Second Lien Refinancing Indebtedness are not materially less favorable to Parent and its Restricted Subsidiaries in the aggregate than the covenants contained in this Indenture and the Notes; provided that (A) in any event such covenants may provide for the holders of Permitted Second Lien Refinancing Indebtedness to receive inspection, additional informational and board rights and (B) if such Permitted Second Lien Refinancing Indebtedness is structured as loans rather than notes, such covenants may include additional provisions customary for credit agreements as well as an option for loan holders to convert their loans to notes,
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