DIP Lender Carve-Out definition

DIP Lender Carve-Out means on any date an amount equal to the aggregate Carve- Out on such date.
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DIP Lender Carve-Out means on any date an amount equal to fifty percent (50%) of the aggregate Carve-Out on such date.
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Examples of DIP Lender Carve-Out in a sentence

  • To secure the Obligations, effective immediately upon entry of the Interim Order, pursuant to Sections 361, 362, 364(c)(2) and 364(c)(3) and 364(d) of the Bankruptcy Code, DIP Lender is hereby granted continuing, valid, binding, enforceable, non-avoidable, and automatically and properly perfected post-petition priming Lien and security interests in and liens on all Collateral, including priority over the Pre-Petition Secured Debt, as of the Petition Date, subject only to DIP Lender Carve-Out.

  • Except as expressly set forth herein, the DIP Liens shall not be made subject to or pari passu with any lien or security interest heretofore or hereinafter granted in the Cases, and shall be valid and enforceable against any trustee appointed in the Cases, upon the conversion of any of the Cases to a case under chapter 7 of the Bankruptcy Code, and/or upon the dismissal of any of the Cases or any Successor Cases, subject only to the DIP Lender Carve-Out.

  • These decisions are left up to the judgement and discretion of the coach.

  • Performance Bank Guarantee should be valid up to 60 days beyond the date of the O & M contract of IT assets.

  • ABL Lender’s Pre-Petition Liens, Adequate Protection Liens and claims under section 507(b) of the Bankruptcy Code shall be junior and subordinate to the ABL Lender Carve-Out and the DIP Lender Carve-Out (as to DIP Priority Collateral), but in no event shall ABL Lender be deemed to have subordinated any of its priority claims or liens in an amount that exceeds fifty percent (50%) of the aggregate Carve-Out on any date.

  • The Carve-Out described above is the same Carve-Out referenced in the ABL Adequate Protection Order and does not duplicate it; rather, irrespective of the actual source of funding of the Carve- Out Escrow Account (defined below), one-half of the amount of the Carve-Out on any date shall be and constitute the DIP Lender Carve-Out.

  • If such person fails to comply within such period, such person shall pay to the state a civil penalty of $10 per day for each day that such person remains unregistered or that such report or statement remains unfiled, except that no such civil penalty shall exceed $300.

  • The Adequate Protection Liens shall be junior in priority only to the Pre-Petition Liens, the US Foods Reserve (defined below), the ABL Lender Carve-Out (defined below), the DIP Lender Carve-Out (defined below) in respect of the DIP Priority Collateral (defined below) and the DIP Lender’s liens in the DIP Priority Collateral.

  • The DIP Liens and the Superpriority DIP Claim shall be junior and subordinate to the DIP Lender Carve-Out, but in no event shall DIP Lender be deemed to have subordinated any of its priority claims or liens in an amount that exceeds fifty percent (50%) of the aggregate Carve-Out on any date, except that the DIP Lender shall be deemed to have subordinated its priority claim and liens to the ABL Lender Carve-Out.

Related to DIP Lender Carve-Out

  • DIP Lenders has the meaning assigned to such term in Section 2.05(b).

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

  • DIP Facility means the debtor-in-possession secured financing facility provided to the Debtors by the DIP Lenders pursuant to the DIP Credit Agreement as authorized by the Bankruptcy Court pursuant to the DIP Facility Order.

  • DIP means debtor-in-possession.

  • DIP Lender means a lender under the DIP Facility.

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

  • First Lien Indebtedness means any Indebtedness for borrowed money (which, for the avoidance of doubt, does not include Purchase Money Indebtedness, and any related Liens thereto) secured by a Lien on any assets of the Issuer or any Restricted Subsidiary ranking pari passu with the Liens securing the Notes Obligations.

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

  • Carve-Out means (i) all fees required to be paid to the Clerk of the Bankruptcy Court and to the Office of the United States Trustee under Section 1930(a) of title 28 of the United States Code and (ii) an amount not exceeding $15,000,000 in the aggregate with respect to all Loan Parties, which amount may be used after the occurrence and during the continuance of an Event of Default, to pay fees or expenses incurred by Loan Parties and any Committee in respect of (A) allowances of compensation for services rendered or reimbursement or expenses awarded by the Bankruptcy Court to the professionals duly retained on behalf of the Loan Parties or any Committee pursuant to an order of the Bankruptcy Court and (B) the reimbursement of expenses allowed by the Bankruptcy Court incurred by Committee members in the performance of their duties (but excluding fees and expenses of third-party professionals employed by such members), and of which amount up to $500,000 may be applied towards the reasonable fees and disbursements of a Chapter 7 Trustee in any liquidation of a Loan Party pursuant to Chapter 7 of the Bankruptcy Court, pursuant to Section 726 of the Bankruptcy Code; provided, however, that such dollar limitation on fees and expenses shall not be reduced by the amount of any compensation and reimbursement of expenses paid prior to the occurrence of an Event of Default in respect of which the Carve-Out is invoked or any fees, expenses, indemnities or other amounts paid to the Agents, any Fronting Bank or any DIP Lender and their respective attorneys and agents under any Loan Document or otherwise; and provided further that nothing herein shall be construed to impair the ability of any party to object to any of the fees, expenses, reimbursement or compensation described in clauses (A) and (B) above and that any cash in any Letter of Credit Account and any other Collateral specified in the Orders as not being subject to the Carve-Out shall not be subject to the Carve-Out.

  • First Lien Credit Agreement has the meaning set forth in the Recitals to this Agreement.

  • Prepetition Lenders means the lenders party to the Prepetition Credit Agreement.

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

  • First Lien With respect to any second lien Mortgage Loan, the mortgage loan relating to the corresponding Mortgaged Property having a first priority lien.

  • DIP Facility Documents means any notes, certificates, agreements, security agreements, documents, or instruments (including any amendments, restatements, supplements, or modifications of any of the foregoing) related to or executed in connection with the DIP Credit Agreement.

  • Credit Agreement Refinancing Indebtedness means (a) Permitted First Priority Refinancing Debt, (b) Permitted Junior Priority Refinancing Debt or (c) Permitted Unsecured Refinancing Debt, in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace, repurchase, retire or refinance, in whole or part, existing Term Loans, or any then-existing Credit Agreement Refinancing Indebtedness (“Refinanced Debt”); provided that (i) such Indebtedness has a maturity no earlier, and a Weighted Average Life to Maturity equal to or greater, than 91 days after the Latest Maturity Date at the time such Indebtedness is incurred, (ii) such Indebtedness shall not have a greater principal amount (or accreted value, if applicable) than the principal amount (or accreted value, if applicable) of the Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees and expenses associated with the refinancing, (iii) the terms and conditions of such Indebtedness (except as otherwise provided in clause (ii) above and with respect to pricing, rate floors, discounts, premiums and optional prepayment or redemption terms) are substantially identical to, or (taken as a whole) are no more favorable to the lenders or holders providing such Indebtedness, than those applicable to the Refinanced Debt being refinanced (except for covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of incurrence of such Indebtedness) (provided that a certificate of a Responsible Officer delivered to the Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Parent Borrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (iii) shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Agent notifies the Parent Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)), and (iv) such Refinanced Debt shall be repaid, repurchased, retired, defeased or satisfied and discharged, and all accrued interest, fees, premiums (if any) and penalties in connection therewith shall be paid, on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained.

  • Second Lien Indebtedness means the Indebtedness of the Loan Parties owing to the Second Lien Agent and the Second Lien Lenders under the Second Lien Credit Agreement, which Indebtedness is on terms and conditions reasonably acceptable to the Collateral Agent.

  • Second Lien Loan Documents means the Second Lien Credit Agreement and the other “Loan Documents” as defined in the Second Lien Credit Agreement.

  • First Lien Debt means the Initial First Lien Debt and any Additional First Lien Debt.

  • Second Lien Credit Agreement means the Second Lien Credit Agreement, dated as of the Effective Date, among Holdings, the Borrowers, the lenders party thereto and Deutsche Bank AG New York Branch, as administrative agent and collateral agent.

  • First Lien Loans means the loans made under the First Lien Credit Agreement.

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

  • Loan Facility means the Revolving Loan Facility, the Transaction Specific Loan Facility or the Transaction Specific Revolving Loan Facility established by Lender in favor of Borrower under the Loan Documents.

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

  • First Lien Loan A Mortgage Loan secured by a first lien Mortgage on the related Mortgaged Property. Fitch: Fitch, Inc., or its successor in interest.

  • DIP Loan Documents means, collectively, the DIP Credit Agreement and all other agreements, documents, and instruments delivered or entered into in connection therewith, including any guarantee agreements, pledge and collateral agreements, intercreditor agreements, subordination agreements, fee letters, and other security documents.

  • 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.