Second Priority Obligations Payment Date definition

Second Priority Obligations Payment Date means, with respect to each Type of Common Collateral, the first date after the First Priority Obligations Payment Date with respect to such Common Collateral on which (i) the Second Priority Obligations (other than those that constitute Unasserted Contingent Obligations) with respect to such Common Collateral have been paid in cash in full (or, if applicable, cash collateralized or defeased in accordance with the terms of the applicable Second Priority Documents or converted or rolled into DIP Financing), (ii) all commitments to extend credit under the applicable Second Priority Documents have been terminated, (iii) there are no outstanding letters of credit or similar instruments issued under the applicable Second Priority Documents (other than such as have been cash collateralized or defeased or otherwise provided for in accordance with the terms of the applicable Second Priority Documents), and (iv) the Second Priority Representative with respect to such Common Collateral has delivered a written notice to the Third Priority Representative with respect to such Common Collateral stating that the events described in clauses (i), (ii) and (iii) have occurred to the satisfaction of the Second Priority Secured Parties with respect to such Common Collateral. For avoidance of doubt, a Refinancing of Second Priority Obligations with respect to any Type of Common Collateral that is permitted hereby (other than with the proceeds of DIP Financing following the Existing Chapter 11 Cases Emergence Date) shall not give rise to the Second Priority Obligations Payment Date with respect to such Common Collateral unless the terms thereof expressly so provide with reference to this Agreement.

Second Priority Obligations Payment Date means the first date on which (a) the Second Priority Obligations (other than those that constitute Unasserted Contingent Obligations) have been paid in cash in full, (b) all commitments to extend credit under the Second Priority Documents have been terminated, and (c) the Second Priority Representative has delivered a written notice to the Third Priority Representatives stating that the events described in clauses (a) and (b) have occurred to the satisfaction of the Second Priority Secured Parties.

Second Priority Obligations Payment Date means the first date on which (a) the Second Priority Obligations (other than those that constitute Unasserted Contingent Obligations) have been paid in cash in full (or, to the extent applicable, cash collateralized or defeased in accordance with the terms of the Second Priority Documents), (b) all commitments to extend credit under the Second Priority Documents have been terminated, and (c) the Second Priority Representative has delivered a written notice to the Junior Priority Representative stating that the events described in clauses (a) and (b) have occurred to the satisfaction of the Second Priority Secured Parties.

Examples of Second Priority Obligations Payment Date in a sentence

• This Agreement shall continue to be effective, and shall not be revocable by any party hereto, until the First Priority Obligations Payment Date and the Second Priority Obligations Payment Date shall have occurred with respect to each Type of Common Collateral.

• With respect to each Type of Common Collateral , after the First Priority Obligations Payment Date and prior to the Second Priority Obligations Payment Date, if any Third Priority Secured Party commences or participates in any action or proceeding against any Loan Party in respect of such Common Collateral contrary to this Agreement, any Second Priority Secured Party may intervene and interpose the making of this Agreement as a defense or dilatory plea, in its name or in the name of such Loan Party.

• Upon the occurrence of the Second Priority Obligations Payment Date and without further action by any Person, the security interest granted hereby shall terminate and all rights to the Collateral shall revert to the Grantors subject to any existing liens, security interests or encumbrances on such Collateral (other than any thereof attributable to actions or inactions of the Collateral Agent or any Second Priority Secured Party).

• With respect to each Type of Common Collateral, after the First Priority Obligations Payment Date and prior to the Second Priority Obligations Payment Date, the Third Priority Representative, on behalf of itself and the other Third Priority Secured Parties, agree that each of them shall take such actions as the Second Priority Representative shall reasonably request in connection with an Enforcement Action or the exercise by the Second Priority Secured Parties of their rights set forth herein.

• Representative’s responsibilities shall be explained prior to appointment by a qualified person, as to administrative duties required and her leadership role to the organization.

More Definitions of Second Priority Obligations Payment Date

Second Priority Obligations Payment Date shall have the meaning set forth in the Intercreditor Agreement.

Second Priority Obligations Payment Date means, with respect to each Type of Common Collateral, the first date after the First Priority Obligations Payment Date with respect to such Common Collateral on which (i) the Second Priority Obligations (other than those that constitute Unasserted Contingent Obligations) with respect to such Common Collateral have been indefeasibly paid in cash in full (or, if applicable, cash collateralized or defeased in accordance with the terms of the applicable Second Priority Documents), (ii) all commitments to extend credit under the applicable Second Priority Documents have been terminated, (iii) there are no outstanding letters of credit or similar instruments issued under the applicable Second Priority Documents (other than such as have been cash collateralized or defeased in accordance with the terms of the applicable Second Priority Documents) and (iv) the Second Priority Representative with respect to such Common Collateral has delivered a written notice to the Third Priority Representative with respect to such Common Collateral stating that the events described in clauses (i), (ii) and (iii) have occurred to the satisfaction of the Second Priority Secured Parties with respect to such Common Collateral. For avoidance of doubt, a Refinancing of Second Priority Obligations shall not give rise to the Second Priority Obligations Payment Date unless the terms thereof expressly so provide with reference to this Agreement.

Second Priority Obligations Payment Date means, with respect to (a) the LC Priority Collateral, the first date after the First Priority Obligations Payment Date with respect to such Common Collateral that is the date of the Payment in Full of LC Secured Obligations and (b) the LC Priority Collateral, the first date after the First Priority Obligations Payment Date with respect to such Common Collateral that is the date of the Payment in Full of LC Secured Obligations.

Second Priority Obligations Payment Date means (i) with respect to the ABL Priority Collateral, the MDL Term Loan Termination Date, (ii) with respect to the Term Priority Collateral, the 21C Term Loan Termination Date and (iii) with respect to the MDL Priority Collateral, the first day by which each of the 21C Term Loan Termination Date and the PIK Toggle Notes Termination Date has occurred; provided that prior to the 21C Term Loan Termination Date, solely for purposes of the MDL Priority Collateral Enforcement Provisions, “Second Priority Obligations Payment Date” shall mean the 21C Term Loan Termination Date.

Second Priority Obligations Payment Date means the first date on which (a) the Second Priority Obligations have been indefeasibly paid in cash in full, (b) all commitments to extend credit under the Second Priority Documents have been terminated, (c) there are no outstanding letters of credit or similar instruments issued under the Second Priority Documents, (d) all Liens securing the Second Priority Obligations or any portion thereof shall have been fully released and appropriate evidence of such release shall have been duly filed or recorded, as applicable, and (e) the Second Priority Representative has delivered a written notice to the First Priority Representative stating that the events described in clauses (a), (b), (c) and (d) preceding have occurred to the satisfaction of the Second Priority Secured Parties, and, in response thereto, the First Priority Representative shall have confirmed that the events described in clauses (a), (b), (c) and (d) preceding have occurred to its satisfaction and shall have delivered a written notice thereof to the Second Priority Representative and the Borrower.

Second Priority Obligations Payment Date means the first date on which a Discharge of Second Priority Obligations has occurred.

Second Priority Obligations Payment Date means the first date on which the Second Priority Obligations (other than those that constitute Unasserted Contingent Obligations) have been paid in full in cash (or cash collateralized or defeased in accordance with the terms of the Second Priority Documents). Table of Contents