 Because the new term loans were to be secured by second liens under the credit facility, the proposed exchange offer would have allowed the "Senior Fixed Notes" to effectively become senior to the "Senior Toggle Notes" and the "Senior Subordinated Notes" to "leapfrog" in priority over the Senior Toggle Notes.The trustee under the indenture sued Realogy on behalf of holders of the Senior Toggle Notes, arguing that the exchange offer breached the indenture.The court observed that an interpretation of the exclusion to the definition of "Permitted Refinancing Indebtedness" that required nothing more than compliance with the covenants would add no substance to the definition.