Second Xxxx Xxxx definition

Second Xxxx Xxxx means a Bond that is not a Broadly Syndicated Obligation or a Broadly Syndicated Second Lien Obligation and (i) that is secured by a pledge of collateral, which security interest is validly perfected and second priority (subject to liens permitted under the related Underlying Instruments that are reasonable for similar Bonds, and liens accorded priority by law in favor of any Governmental Authority) under Applicable Law (other than a Bond that is second priority to a Permitted Working Capital Lien) and (ii) unless otherwise agreed by the Administrative Agent in its reasonable discretion, the value of the collateral securing which (including based on enterprise value) on or about the time of origination or acquisition by the Company equals or exceeds the outstanding principal balance thereof plus the aggregate outstanding balances of all other Loans and Bonds of equal or higher seniority secured by the same collateral, in each case, as determined by the Servicer.

Second Xxxx Xxxx means any Bond that is valued as a “second xxxx xxxx” on a Loan Party’s Books in accordance with the internal accounting and valuation policies of the Loan Parties in effect as of the Closing Date.

Examples of Second Xxxx Xxxx in a sentence

• For the avoidance of doubt, the reasonableness of the Second Xxxx Xxxx Fees and Expenses will be as set forth in the Second Lien Indentures.

• The Parties further acknowledge that all representations, warranties, covenants, and other agreements made by the Second Lien Committee shall not apply to (or be deemed to be made in relation to) any Claims legally or beneficially owned by any holder of a Second Xxxx Xxxx Claim; provided, however, that all Second Lien Committee Members that are holders of Second Xxxx Xxxx Debt have also signed this Agreement as Consenting Second Lien Creditors.

• This Agreement shall only become effective and enforceable against the parties hereto on the date that this Agreement shall have been executed by (i) the Caesars Parties; (ii) the Second Lien Committee; and (iii) all Second Lien Committee Members that are holders of Second Xxxx Xxxx Debt (the date upon which this Agreement becomes so effective, the “Agreement Effective Date”).

• The RSA Forbearance Fees payable in respect of $[ ] of Second Xxxx Xxxx Claims (such amount, the “Retained RSA Forbearance Fee”) shall be payable by CEC to the Transferor in accordance with the Restructuring Term Sheet, notwithstanding the transfer of such Second Xxxx Xxxx Claims to the undersigned Transferee.

• Subject to the Settlement Agreement and Approval Order, as applicable, the Administrative Agent, the Linn Second Lien Trustee, the Prepetition First Xxxx Xxxx Secured Parties, the Prepetition Second Xxxx Xxxx Noteholders, and the Prepetition Xxxxx Secured Parties reserve all rights with respect to contesting any such motion or request by the Applicable Debtors or any other person.

• For the avoidance of doubt, upon delivery of this notice to CEC by either the Transferor or the Transferee, CEC shall pay the Retained RSA Forbearance Fee in accordance with the terms of the Restructuring Term Sheet to the Transferor and shall not be required to pay such amounts to the Transferee, notwithstanding the transfer of the Second Xxxx Xxxx Claims to the undersigned Transferee.

• In connection with the Settlement Agreement, the Linn Second Lien Trustee and the Prepetition Second Xxxx Xxxx Secured Parties shall be deemed to have waived their rights to adequate protection with respect to Prepetition Collateral and Cash Collateral, subject to the reservation of rights set forth below.

• If the Approval Order is not entered within 75 days of the Petition Date, nothing in this Interim Order shall affect the rights of the Linn Second Lien Trustee and Prepetition Second Xxxx Xxxx Secured Parties to seek to assert rights as secured creditors in connection with the Prepetition Linn Collateral and Linn Cash Collateral.

• To the extent the Transferred Claims are Forbearance Fee Second Xxxx Xxxx Claims, Transferee shall be considered a Forbearance Fee Party for all purposes under the Agreement, unless a Notice of Retention of RSA Forbearance Fee substantially in the form of Exhibit D to the Agreement is delivered to CEC.