Discharge of First Lien Obligations shall have the meaning assigned to such term in the Intercreditor Agreement.
Discharge of First Lien Obligations means, except to the extent otherwise expressly provided in Section 5.5:
Discharge of First Lien Obligations means the occurrence of all of the following:
Examples of Discharge of First Lien Obligations in a sentence
Unless and until the Discharge of First Lien Obligations has occurred, the First Lien Authorized Person shall have the sole and exclusive right to adjust settlement for any insurance policy covering the Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding (or any deed in lieu of condemnation) affecting the Collateral.
Until the Discharge of First Lien Obligations has occurred, if the any Second Lien Claimholder shall, at any time, receive any proceeds of any such insurance policy or any such award or payment in contravention of this Agreement, it shall pay such proceeds over to the First Lien Authorized Person in accordance with section 4.3, “Payment Turnover,” of this Agreement.
If a Second Lien Claimholder pays or distributes cash, property, or other assets to a First Lien Claimholder under this Agreement, the Second Lien Claimholder will be subrogated to the rights of the First Lien Claimholder with respect to the value of the payment or distribution; provided that the Second Lien Claimholder waives such right of subrogation until the Discharge of First Lien Obligations.
Until the Discharge of First Lien Obligations, no Second Lien Claimholder may seek relief from the automatic stay or any other stay in an Insolvency Proceeding in respect of the Collateral without the prior written consent of the First Lien Agents or oppose any request by a First Lien Agent for relief from such stay, except to the extent that a First Lien Agent seeks or obtains relief from or modification of such stay.
If, after the Discharge of First Lien Obligations, Terran PubCo or Terran OpCo, as applicable, issues or incurs Refinancing of some or all of the First Lien Obligations that is permitted to be incurred under the First Lien Intercreditor Agreement and Second Lien Documents, such Discharge of First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (except for actions taken as a result of the initial Discharge of First Lien Obligations).
More Definitions of Discharge of First Lien Obligations
Discharge of First Lien Obligations means, with respect to any Shared Collateral, the Discharge of the applicable First Lien Obligations with respect to such Shared Collateral; provided that a Discharge of First Lien Obligations shall not be deemed to have occurred in connection with a Refinancing of such First Lien Obligations with additional First Lien Obligations secured by such Shared Collateral under an Additional First Lien Document which has been designated in writing by the applicable Collateral Agent (under First Lien Obligation so Refinanced) or by the Borrower, in each case, to each other Collateral Agent as a “First Lien Obligation” for purposes of this Agreement.
Discharge of First Lien Obligations means, except to the extent otherwise provided in the Multi-Lien Intercreditor Agreement with respect to the reinstatement or continuation of any First Lien Obligation under certain circumstances, payment in full in cash (except for contingent indemnities and cost and reimbursement obligations to the extent no claim has been made) of all First Lien Obligations and, with respect to any letters of credit or letter of credit guaranties outstanding under a document evidencing a First Lien Obligation, delivery of cash collateral or backstop letters of credit in respect thereof in a manner consistent with such document, in each case after or concurrently with the termination of all commitments to extend credit thereunder, and the termination of all commitments of the Secured Parties under such document evidencing such obligation; provided that the Discharge of First Lien Obligations shall not be deemed to have occurred if such payments are made with the proceeds of other First Lien Obligations that constitute an exchange or replacement for or a refinancing of such First Lien Obligations. In the event the First Lien Obligations are paid over time or otherwise modified pursuant to Section 1129 of the Bankruptcy Code, the First Lien Obligations shall be deemed to be discharged when the final payment is made, in cash, in respect of such indebtedness and any obligations pursuant to such modified indebtedness shall have been satisfied.
Discharge of First Lien Obligations means, notwithstanding any discharge of the First Lien Obligations under any Debtor Relief Laws or in connection with any Insolvency or Liquidation Proceeding, except to the extent otherwise expressly provided in Section 5.6:
Discharge of First Lien Obligations means the Discharge of the First Lien Credit Agreement Obligations and the Discharge of each Series of Additional First Lien Obligations.
Discharge of First Lien Obligations means (a) the payment in full in cash (or cash collateralized or defeased in accordance with the terms of the Credit Facilities or otherwise discharged in connection with any plan of reorganization, plan of arrangement or similar restructuring plan in an insolvency proceeding approved by the requisite percentage of lenders under the Credit Facilities) of all outstanding First Lien Obligations, excluding (i) Bank Product Obligations, (ii) Unasserted Contingent Obligations, and (iii) contingent indemnity claims which have been asserted in good faith and in writing to one or more of the borrowers under such Credit Facilities, (b) the termination of all commitments to extend credit under the Credit Facilities that are First Lien Obligations, and (c) there are no outstanding letters of credit or similar instruments issued under such Credit Facilities (other than such as have been cash collateralized (or for which a standby letter of credit acceptable to the relevant agent or fronting bank has been delivered) or defeased in accordance with the terms of the Credit Facilities that are First Lien Obligations or otherwise discharged in connection with any plan of reorganization, plan of arrangement or similar restructuring plan in an insolvency proceeding approved by the requisite percentage of lenders under such Credit Facilities). For purposes of this definition, “Unasserted Contingent Obligations” shall mean at any time, any of the respective claims for taxes, costs, indemnification, reimbursements, damages and similar liabilities in respect of which no written claim has been made at such time by the lenders under such Credit Facilities and the Holders, respectively (and, in the case of claims for indemnification, no written claim for indemnification has been issued by the indemnitee at such time).
Discharge of First Lien Obligations means, except to the extent otherwise provided in Section 5.7 hereof (and subject to Section 6.5 hereof), (a) payment in full in cash of the principal of and interest (including interest accruing on or after the commencement of any Insolvency or Liquidation Proceeding at the rate provided for in the respective First-Lien Document, whether or not such interest would be allowed in any such Insolvency or Liquidation Proceeding) and premium, if any, on all Indebtedness outstanding under the First-Lien Documents, (b) payment in full in cash of all other First-Lien Obligations (other than contingent indemnity obligations not yet due and payable) that are due and payable or otherwise accrued and owing at or prior to the time such principal, interest and premium are paid, (c) termination (without any prior demand for payment thereunder having been made or, if made, with such demand having been fully reimbursed in cash) or cash collateralization (in an amount and manner, and on terms, reasonably satisfactory to the First-Lien Collateral Agent) of all letters of credit and Hedging Agreements issued or entered into, as the case may be, by any First-Lien Creditor under a First-Lien Document and (d) termination of all other commitments of the First-Lien Creditors under the First-Lien Credit Documents.
Discharge of First Lien Obligations means, subject to Section 7.02 and Section 7.04, (a) payment in full in cash of the principal of and interest (including interest accruing during the pendency of any Insolvency Proceeding, regardless of whether allowed or allowable in such Insolvency Proceeding) and premium, if any, on all First Lien Obligations outstanding under the First Lien Loan Documents, (b) payment in full in cash of all other First Lien Obligations, other than Lender Hedging Obligations and Cash Management Obligations and any contingent obligations for which no claim or demand for payment has been made at such time, that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid, (c) cancellation of, cash collateralization in an amount equal to 102% of the aggregate undrawn face amount of, or the entry into other arrangements reasonably satisfactory to the First Lien Administrative Agent and the LC Issuer with respect to all letters of credit issued and outstanding under the First Lien Credit Agreement, (d) payment of all Lender Hedging Obligations under all Lender Hedging Contracts to the extent the First Lien Administrative Agent has received written notice of such Lender Hedging Obligations (or, with respect to any particular Lender Hedging Contract, such other arrangements as have been made by the Company and the Lender Counterparty who is a party to such Lender Hedging Contract in a manner satisfactory to such Lender Counterparty in its sole discretion to protect such Lender Counterparty from default risk under such Lender Hedging Contract (and communicated to the First Lien Administrative Agent) as provided in the First Lien Credit Agreement), (e) payment of all Cash Management Obligations to the extent the First Lien Administrative Agent has received written notice of such Cash Management Obligations (or, with respect to any particular agreement to provide Cash Management Services, such other arrangements as have been made by the Company and the Cash Management Lender who is a party to such agreement in a manner satisfactory to such Cash Management Lender in its sole discretion to protect such Cash Management Lender from default risk under such agreement (and communicated to the First Lien Administrative Agent) as provided in the First Lien Credit Agreement), and (f) termination or expiration of all commitments to lend and all obligations to issue or extend letters of credit under the First Lien Credit Agreement.