First Lien Claims Sample Clauses

First Lien Claims. The Obligations constitute “First Lien Claims” under the Intercreditor Agreement.
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First Lien Claims. (Impaired – Entitled to Vote) The First Lien Claims (including all accrued and unpaid interest, fees, premiums, and other obligations on account of the First Lien Claims) shall be Allowed in full; provided that the Applicable Premium (as defined in the Side-Car Credit Agreement) shall be Allowed in the amount of $18,428,650.86 pursuant to the Side-Car Resolution. Except to the extent a holder of an Allowed First Lien Claim agrees to less favorable treatment, on the Effective Date, in full and final satisfaction and settlement and in exchange of such Claim, each holder of an Allowed First Lien Claim shall receive, either (the “First Lien Claim Recovery”): i. in the event of a WholeCo Sale Transaction, its pro rata share of the Net Proceeds of the WholeCo Sale Transaction after the amount paid to satisfy in full all Allowed DIP Claims; or ii. in the event of a Stand-Alone Restructuring Plan, its pro rata share of (a) the 1L Distribution Exit Facility Loans (defined below), (b) 100% of the Reorganized Equity issued on the Effective Date, subject to dilution on account of the Participation Fee, any Plan Sponsor Equity Share, the MIP, and the GUC Warrants, and (c) the Net Proceeds of any Plan Sponsorship Investment or Discrete Asset Sale. Side-Car Applicable Premium As a settlement and compromise of any potential disputes regarding the amount or allowance of the Applicable Premium (as defined in the Side-Car Credit Agreement), the Company and the Consenting Creditors agree as follows (the “Side-Car Resolution”): i. the Applicable Premium shall be allowed in the amount of $18,428,650.86; ii. the Side-Car Lenders shall be solely responsible for fees and expenses of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, and any other successor or co-advisor to the Side-Car Lenders, regardless of whether such fees and expenses were incurred prepetition or are incurred after the Petition Date; and iii. notwithstanding anything to the contrary herein or the allowance or disallowance of any Claims, for purposes of determining the “pro rata share” of First Lien Claims (and any other provision of the Acceptable Plan or other Definitive Documents relating to the ratable treatment among or on account of First Lien Claims), (A) the pro rata share of Side-Car Claims shall be determined based on the aggregate outstanding principal amount under the Side-Car Credit Agreement, plus accrued and unpaid interest as of the Petition Date, plus the Applicable Premium in the amount set forth in the foregoing cla...
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First Lien Claims. On the Plan Effective Date, the First Lien Claims will be released and extinguished and each holder of an Allowed First Lien Claim shall receive in full and final satisfaction of such Allowed First Lien Claim its pro rata share of (a) the Takeback Debt (subject to each Holder’s New Takeback Debt Election) and (b) subject to the proviso in the next sentence, 91% of the New Common Equity, subject to dilution by the Management Incentive Plan. Under the Bankruptcy Code, the Holders of First Lien Claims are entitled to 100% of the New Common Equity, but the Holders of the First Lien Claims, by entering into this Agreement, have agreed to voluntarily reallocate 9% of the New Common Equity (pre-dilution from the Management Incentive Plan) to Holders of Existing Common Stock (the “Initial Reallocation”); provided that, if any of the Milestones set forth herein have not been met (other than as a result of a breach of this Impaired; Entitled to Vote. Agreement by the Consenting Creditors), the 9% of New Common Equity voluntarily reallocated to the Holders of the Existing Common Stock shall be automatically forfeited to the Holders of First Lien Claims, who shall then receive 100% of the New Common Equity (pre-dilution from the Management Incentive Plan) on a pro rata basis on the Plan Effective Date (the “Subsequent Reallocation”).
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Related to First Lien Claims

  • Priority Debt The Company will not permit Priority Debt to exceed 15% of Consolidated Total Assets (as of the end of the Company’s then most recently completed fiscal quarter) at any time.

  • Secured Party Performance of Debtor Obligations Without having any obligation to do so, the Administrative Agent may perform or pay any obligation which any Grantor has agreed to perform or pay in this Security Agreement and the Grantors shall reimburse the Administrative Agent for any amounts paid by the Administrative Agent pursuant to this Section 8.4. The Grantors’ obligation to reimburse the Administrative Agent pursuant to the preceding sentence shall be a Secured Obligation payable on demand.

  • Litigation; Claims Any rights (including indemnification) and claims and recoveries under litigation of Seller against third parties attributable to the period on or prior to the Closing except to the extent relating to the Assumed Liabilities;

  • Junior Liens It being understood that B notes secured by the same Mortgage as a Mortgage Loan are not subordinate mortgages or junior liens, except for any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, as of the Cut-off Date there are no subordinate mortgages or junior mortgage liens encumbering the related Mortgaged Property other than Permitted Encumbrances, mechanics’ or materialmen’s liens (which are the subject of the representation in paragraph (7) above), and equipment and other personal property financing. The Mortgage Loan Seller has no knowledge of any mezzanine debt secured directly by interests in the related Mortgagor other than as set forth on Exhibit C-32-1.

  • First Lien Status Mortgagor shall preserve and protect the first lien and security interest status of this Mortgage and the other Loan Documents. If any lien or security interest other than the Permitted Encumbrances is asserted against the Mortgaged Property, Mortgagor shall promptly, and at its expense, (a) give Mortgagee a detailed written notice of such lien or security interest (including origin, amount and other terms), and (b) pay the underlying claim in full or take such other action so as to cause it to be released or contest the same in compliance with the requirements of the Credit Agreement (including the requirement of providing a bond or other security satisfactory to Mortgagee).