Second Lien Adequate Protection Payments definition

Second Lien Adequate Protection Payments has the meaning set forth in Section 6.3(b).
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Second Lien Adequate Protection Payments then all such payments shall be payable or transferred to, and held in, an escrow account (the “Escrow Account”) pursuant to terms mutually satisfactory to the Directing First Lien Collateral Agent and the Directing Second Lien Collateral Agent, in each case until the effectiveness of the plan of reorganization or similar dispositive restructuring plan for, or conclusion of, that Insolvency or Liquidation Proceeding. If the First Lien Claimholders do not receive payment in full in cash of all First Lien Obligations upon the effectiveness of the plan of reorganization or similar dispositive restructuring plan for, or conclusion of, that Insolvency or Liquidation Proceeding, then an amount contained in the Escrow Account shall be paid over to the First Lien Claimholders (the “Pay-Over Amount”) equal to the lesser of (x) the Second Lien Adequate Protection Payments received by the Second Lien Claimholders and (y) the amount of the short- fall (the “Short Fall”) in payment in full of the First Lien Obligations; provided that to the extent any portion of the Short Fall represents payments received by the First Lien Claimholders in the form of promissory notes, equity or other property equal in value to the cash paid in respect of the Pay-Over Amount, the First Lien Claimholders shall, upon receipt of the Pay-Over Amount, transfer those promissory notes, equity or other property, equal in value to the cash paid in respect of the Pay-Over Amount, to the applicable Second Lien Claimholders pro rata in exchange for the Pay-Over Amount. Upon the effectiveness of the plan of reorganization or similar dispositive restructuring plan for, or conclusion of, that Insolvency or Liquidation Proceeding, any amounts remaining in the Escrow Account after application of amounts provided for above shall be paid to the Second Lien Claimholders as their interests may appear. It is understood and agreed that nothing in this Section 6.3(b) shall modify or otherwise affect the other agreements by or on behalf of the Second Lien Collateral Agents and the other Second Lien Claimholders set forth in this Agreement (including the agreements to raise no objection to, or oppose or contest, that are set forth in Section 6.1). To the extent the First Lien Collateral Agents are not granted such adequate protection in the applicable form, any amounts recovered by or distributed to any Second Lien Collateral Agent or any other Second Lien Claimholder pursuant to or as a result of any such addit...
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Second Lien Adequate Protection Payments. If a Second Lien Claimholder receives Second Lien Adequate Protection Payments before the Discharge of First Lien Obligations, then upon the effective date of any plan or the conclusion or dismissal of any Insolvency Proceeding, the Second Lien Claimholder will pay over to the First Lien Authorized Person, as they direct, pursuant to section 4.1, “Application of Proceeds,” an amount equal to the lesser of (i) the Second Lien Adequate Protection Payments received by the Second Lien Claimholder and (ii) the amount necessary to Discharge the First Lien Obligations. Notwithstanding anything herein to the contrary, First Lien Claimholders will not be deemed to have consented to, and expressly retain their rights to object to, requests by Second Lien Agent, for Second Lien Adequate Protection Payments (other than as permitted under section 6.4(b)(i)-(iii)).
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Examples of Second Lien Adequate Protection Payments in a sentence

  • All provisions of this Section 8 shall be subject to Section 9.9. Notwithstanding any other provision of this Agreement, the provisions of this Article VIII will not apply to Second Lien Adequate Protection Payments.

  • Notwithstanding anything herein to the contrary, First Lien Secured Parties will not be deemed to have consented to, and expressly retain their rights to object to, the payment of Second Lien Adequate Protection Payments.

  • In the event of a timely and successful challenge in respect of the Pre-Petition Second Lien Obligations, the Court shall fashion an appropriate remedy, including, but not limited to, disgorgement or recharacterization of any Second Lien Adequate Protection Payments.

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  • Upon entry of an order directing disgorgement, further Second Lien Adequate Protection Payments shall cease pending further order of a court of competent jurisdiction.

  • Notwithstanding anything herein to the contrary, First Lien Claimholders will not be deemed to have consented to, and expressly retain their rights to object to, requests by Second Lien Agent, for Second Lien Adequate Protection Payments (other than as permitted under section 6.4(b)(i)-(iii)).

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More Definitions of Second Lien Adequate Protection Payments

Second Lien Adequate Protection Payments means any payments or distributions of cash, notes or other securities authorized to be made to the Second Lien Claimholders by a court of competent jurisdiction in any Insolvency or Liquidation Proceeding as adequate protection for the Second Lien Obligations or for the Liens on the Collateral securing the Second Lien Obligations, to the extent granted in conformity with this Agreement.
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Second Lien Adequate Protection Payments is defined in section 5.4(b)(4). Second Lien Agent is defined in the Preamble. Second Lien Claimholders is defined in the Preamble.
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Second Lien Adequate Protection Payments. If a Second Lien Secured Party receives Second Lien Adequate Protection Payments before the Discharge of First Lien Priority Obligations, then upon the effective date of any plan or the conclusion or dismissal of any Insolvency or Liquidation Proceeding, the Second Lien Secured Party will pay over to the First Lien Administrative Agent pursuant to Section 4.01, an amount equal to the lesser of (i) the Second Lien Adequate Protection Payments received by the Second Lien Secured Party and (ii) the amount necessary to effect the Discharge of First Lien Priority Obligations. Notwithstanding anything herein to the contrary, First Lien Secured Parties will not be deemed to have consented to, and expressly retain their rights to object to, the payment of Second Lien Adequate Protection Payments.
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Second Lien Adequate Protection Payments and the First Lien Claimholders do not receive payment in full in cash of all First Lien Obligations upon the effectiveness of the plan of reorganization for, or conclusion of, that Insolvency or Liquidation Proceeding, then, each Second Lien Claimholders shall, if requested by a First Lien Representative (at the direction of the Required Lenders (as defined in the applicable First Lien Credit Documents)), pay over to the First Lien Claimholders an amount (the “Pay-Over Amount”) equal to the lesser of (i) the Second Lien Adequate Protection Payments received by such Second Lien Claimholders and (ii) the amount of the short-fall (the “Short Fall”) in payment in full in cash of the First Lien Obligations. Notwithstanding anything herein to the contrary, the First Lien Claimholders shall not be deemed to have consented to, and expressly retain their rights to object to the grant of adequate protection in the form of cash payments to the Second Lien Claimholders made pursuant to the foregoing Section 6.3(b).
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Related to Second Lien Adequate Protection Payments

  • Interest Rate Protection Agreements means any agreement providing for an interest rate swap, cap or collar, or any other financial agreement designed to protect against fluctuations in interest rates.

  • Rate Protection Agreement means, collectively, any interest rate swap, cap, collar or similar agreement entered into by the Borrower pursuant to the terms of this Agreement under which the counterparty to such agreement is (or at the time such Rate Protection Agreement was entered into, was) a Lender or an Affiliate of a Lender.

  • Interest Rate Protection Agreement means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement or other similar agreement or arrangement.

  • Interest Rate Protection Obligations of any Person means the obligations of such Person pursuant to any arrangement with any other Person whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying a fixed rate of interest on a stated notional amount in exchange for periodic payments made by such Person calculated by applying a floating rate of interest on the same notional amount.

  • Second Lien Lenders means the “Lenders” under and as defined in the Second Lien Credit Agreement.

  • Prepetition Collateral means the collateral securing the Prepetition BP Secured Claim, including, without limitation, the Posted Collateral.

  • Second Lien Security Documents means the “Security Documents”, as defined in the Second Lien Credit Agreement, and any other agreement, document or instrument pursuant to which a Lien is granted to secure any Second Lien Obligations or under which rights or remedies with respect to any such Lien are governed.

  • Second Lien Security Agreement means the “Security Agreement” as defined in the Second Lien Credit Agreement.

  • Interest Hedge Agreement means a Hedge Contract between the Borrower and one or more financial institutions providing for the exchange of nominal interest obligations between the Borrower and such financial institution or the cap of the interest rate on any Debt of the Borrower.

  • Secured Cash Management Agreement means any Cash Management Agreement that is entered into by and between any Loan Party and any Cash Management Bank.

  • Prepetition Credit Agreement has the meaning specified in the recitals hereto.

  • Term Loan Obligations means the “Obligations” as defined in the Term Loan Credit Agreement.

  • Prepetition Lenders means the lenders from time to time party to the Prepetition Credit Agreements.

  • Prepetition Loan Documents means the “Loan Documents” as defined in the Prepetition Credit Agreement.

  • Second Lien Loan Documents means the Second Lien Credit Agreement and the other “Loan Documents” under and as defined in the Second Lien Credit Agreement, as each such document may be amended, renewed, restated, supplemented or otherwise modified from time to time.

  • Second Lien Term Loans means the “Term Loans” (or any comparable term) as defined in the Second Lien Credit Agreement.

  • Intercompany Loan Agreement has the meaning set forth in the Purchase and Sale Agreement.

  • Second Lien Credit Agreement means the Second Lien Credit Agreement, dated as of the Original Closing Date, among Holdings, the Borrower, as borrower, the lenders party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent, as such document may be amended, renewed, restated, supplemented or otherwise modified from time to time.

  • Term Loan Claims means any Claim on account of, arising under, derived from, or based upon the Term Loan Documents, including Claims for all principal amounts outstanding, interest, fees, expenses, costs, and other charges arising thereunder or related thereto.

  • Foreign Obligations means the Foreign Borrower Obligations, all Obligations of any Foreign Loan Party or any Foreign Subsidiary under any Secured Cash Management Agreement or any Secured Hedge Agreement, all Obligations of any Foreign Loan Party under any Specified Supply Chain Agreement and Obligations of any Foreign Loan Party under any guarantee or security agreement related to any of the foregoing.

  • First Lien Lenders means the “Lenders” under and as defined in the First Lien Credit Agreement.

  • First Lien Security Documents means the Security Documents and any other agreement, document or instrument pursuant to which a lien is granted or purported to be granted securing First Lien Obligations or under which rights or remedies with respect to such liens are governed, in each case to the extent relating to the collateral securing the First Lien Obligations.

  • First Lien Security Agreement means the “Security Agreement” as defined in the First Lien Credit Agreement.

  • Second Lien Loans means the “Loans” as defined in the Second Lien Credit Agreement and shall, for the avoidance of doubt, include Incremental Second Lien Loans.

  • Interest Rate Hedge Agreement any interest rate swap agreement, interest rate cap, collar or other arrangement between the Borrower and a Hedge Provider, consisting of a “Master Agreement” in a form published by the International Swaps and Derivatives Association, Inc., together with a “Schedule” thereto in substantially such form as the Program Agent shall have approved, each “Confirmation” thereunder confirming the terms of each transaction thereunder and any credit support annex and schedule thereto.

  • Additional First Lien Secured Parties means the holders of any Additional First Lien Obligations and any trustee, authorized representative or agent of such Additional First Lien Obligations.