EGC Intercompany Note Trust Distribution definition

EGC Intercompany Note Trust Distribution means the allocation of New Equity among holders of Secured Second Lien Notes Claims, Second Lien Notes Deficiency Claims, EGC Unsecured Notes Claims, and/or EPL Unsecured Notes Claims, as applicable, as determined pursuant to a Final Order entered by the Court resolving the EGC Intercompany Note Dispute. For the avoidance of doubt, the repurchased bonds shall constitute Allowed EGC Unsecured Notes Claims and Allowed EPL Unsecured Notes Claims, as applicable, and adjusted to reflect potential litigation risk, shall participate in any EGC Intercompany Note Trust Distribution, and any distributions on account thereof shall be distributed Pro Rata to the Second Lien Noteholders. Notwithstanding anything contained herein to the contrary, the EGC Intercompany Note Trust Distribution allocated to holders of Second Lien Notes Claims, EGC Unsecured Notes Claims, and/or EPL Unsecured Notes Claims may be modified, as applicable, to account for the New Equity distributed to such holders under the Plan, solely to ensure that the aggregate percentage of New Equity distributed to (i) holders of Second Lien Notes Claims does not exceed 93.2%, (ii) holders of EGC Unsecured Notes Claims does not exceed 6.6%, and (iii) holders of EPL Unsecured Notes Claims does not exceed 11.6%. For the avoidance of doubt, the EGC Intercompany Note Trust Distribution shall be subject to dilution by the Management Incentive Plan. In the event that EGC is entitled to receive any portion of the EGC Intercompany Note Trust Distribution in connection with the EGC Intercompany Note Dispute (whether by settlement, as a result of litigation, or otherwise), holders of Second Lien Notes Claims shall receive their Pro Rata share of 46.6% of the EGC Intercompany Note Trust Distribution allocable to EGC and holders of EGC Unsecured Notes Claims shall receive their Pro Rata share of 53.4% of the EGC Intercompany Note Trust Distribution allocable to EGC.
Sample 1

Related to EGC Intercompany Note Trust Distribution

  • Subordinated Intercompany Note means the Intercompany Subordinated Note, dated as of the Agreement Date, by and among Holdings, the Borrower and each Restricted Subsidiary of Holdings from time to time party thereto.

  • Intercompany Notes means, with respect to each Pledgor, all intercompany notes described in Schedule 11 to the Perfection Certificate and intercompany notes hereafter acquired by such Pledgor and all certificates, instruments or agreements evidencing such intercompany notes, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof to the extent permitted pursuant to the terms hereof.

  • Class A Noteholders’ Distribution Amount means, for any distribution date, the sum of the Class A Noteholders’ Interest Distribution Amount and the Class A Noteholders’ Principal Distribution Amount for that distribution date.

  • Global Intercompany Note means the global intercompany note substantially in the form of Exhibit G hereto.

  • Class A Noteholders’ Interest Distribution Amount means, for any distribution date, the sum of: • the amount of interest accrued at the class A note interest rates for the related accrual period on the aggregate outstanding principal balances of all classes of class A notes on the immediately preceding distribution date, after giving effect to all principal distributions to class A noteholders on that preceding distribution date; and • the Class A Note Interest Shortfall for that distribution date.

  • Noteholders’ Distributable Amount means, with respect to any Distribution Date, the sum of the Noteholders’ Principal Distributable Amount and the Noteholders’ Interest Distributable Amount.

  • Class B Noteholders’ Distribution Amount means, for any distribution date, the sum of the Class B Noteholders’ Interest Distribution Amount and the Class B Noteholders’ Principal Distribution Amount for that distribution date.

  • Intercompany Note means a promissory note substantially in the form of Exhibit I.

  • Class A Noteholders’ Interest Distributable Amount means, with respect to any Payment Date, the sum of the Class A Noteholders’ Monthly Interest Distributable Amount for such Payment Date and the Class A Noteholders’ Interest Carryover Shortfall for such Payment Date.

  • Class B Noteholders’ Interest Distribution Amount means, for any distribution date, the sum of: • the amount of interest accrued at the class B note rate for the related accrual period on the outstanding principal balance of the class B notes on the immediately preceding distribution date, after giving effect to all principal distributions to class B noteholders on that preceding distribution date, and • the Class B Note Interest Shortfall for that distribution date.

  • Lead Securitization Trust means the Securitization Trust created in connection with the Lead Securitization.

  • Non-Lead Securitization Trust means the Securitization Trust into which any Non-Lead Securitization Note is deposited.

  • Non-Lead Securitization Noteholder Representative shall have the meaning assigned to such term in the definition of “Non-Lead Securitization Noteholder”.

  • Lead Securitization Noteholder means the holder of the Lead Securitization Note.

  • Class A-V Certificate Any one of the Certificates designated as a Class A-V Certificate, including any Subclass thereof.

  • Subordinated Intercompany Debt shall have the meaning assigned to such term in Section 6.01(e).

  • Lead Securitization Subordinate Class Representative means the “Controlling Class Representative” as defined in the Lead Securitization Servicing Agreement or such other analogous term used in the Lead Securitization Servicing Agreement.

  • Non-Lead Securitization Noteholder herein shall mean the Non-Lead Securitization Subordinate Class Representative under the related Non-Lead Securitization Servicing Agreement, as and to the extent provided in the related Non-Lead Securitization Servicing Agreement and as to the identity of which the Lead Securitization Noteholder (and the Master Servicer and the Special Servicer) has been given written notice. The Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) shall not be required at any time to deal with more than one party exercising the rights of a “Non-Lead Securitization Noteholder” herein or under the Servicing Agreement and, to the extent that the related Non-Lead Securitization Servicing Agreement assigns such rights to more than one party, for purposes of this Agreement, the Non-Lead Securitization Servicing Agreement shall designate one party to deal with the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) and provide written notice of such designation to the Lead Securitization Noteholder (and the Master Servicer and the Special Servicer acting on its behalf) (such party, the “Non-Lead Securitization Noteholder Representative”); provided that, in the absence of such designation and notice, the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) shall be entitled to treat the last party as to which it has received written notice as having been designated as the Non-Lead Securitization Noteholder Representative with respect to such Non-Controlling Note for all purposes of this Agreement. Prior to Securitization of any Non-Lead Securitization Note by the Non-Lead Securitization Noteholder (including any New Notes), all notices, reports, information or other deliverables required to be delivered to such Non-Lead Securitization Noteholder pursuant to this Agreement or the Servicing Agreement by the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) only need to be delivered to each Non-Lead Securitization Noteholder Representative and, when so delivered to each Non-Lead Securitization Noteholder Representative, the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Servicing Agreement. Following Securitization of any Non-Lead Securitization Notes by the Non-Lead Securitization Noteholder, all notices, reports, information or other deliverables required to be delivered to such Non-Lead Securitization Noteholder pursuant to this Agreement or the Servicing Agreement by the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer and the related Non-Lead Special Servicer (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) and, when so delivered to the related Non-Lead Master Servicer and the related Non-Lead Special Servicer, the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Servicing Agreement.

  • Intercompany Loan shall have the meaning provided in Section 8.05(g).

  • Permitted Intercompany Investments means Investments made by (a) a Loan Party to or in another Loan Party, (b) a Subsidiary that is not a Loan Party to or in another Subsidiary that is not a Loan Party and (c) a Subsidiary that is not a Loan Party to or in a Loan Party, so long as, in the case of a loan or advance made pursuant to this clause (c), the parties thereto are party to the Intercompany Subordination Agreement.

  • Class B Noteholders’ Interest Distributable Amount means, with respect to any Payment Date, the sum of the Class B Noteholders’ Monthly Interest Distributable Amount for such Payment Date and the Class B Noteholders’ Interest Carryover Shortfall for such Payment Date.

  • Class A Noteholders’ Principal Distribution Amount means, for any distribution date, the Principal Distribution Amount times the Class A Percentage for that distribution date, plus any Class A Note Principal Shortfall as of the close of business on the preceding distribution date; provided that the Class A Noteholders’ Principal Distribution Amount will not exceed the outstanding principal balance of the class A notes, less all amounts, other than investment earnings, on deposit in the accumulation account.In addition, on the maturity date for any class of class A notes, the principal required to be distributed to the related noteholders will include the amount required to reduce the outstanding principal balance of that class to zero.

  • Non-Lead Securitization Subordinate Class Representative means the holders of the majority of the class of securities issued in a Non-Lead Securitization designated as the “controlling class” pursuant to the related Non-Lead Securitization Servicing Agreement or their duly appointed representative; provided that if 50% or more of the class of securities issued in any Non-Lead Securitization designated as the “controlling class” or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Noteholder” is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, no person shall be entitled to exercise the rights of the related Non-Lead Securitization Subordinate Class Representative.

  • Noteholders’ Interest Distributable Amount means, with respect to any Payment Date, the sum of the Class A Noteholders’ Interest Distributable Amount for such Payment Date and the Class B Noteholders’ Interest Distributable Amount for such Payment Date.

  • Collateral Trust Agreement means that certain Collateral Trust Agreement, dated as of the Closing Date, by and among Collateral Trustee and Lenders, as amended, restated, supplemented or otherwise modified from time to time.

  • Class A-3 Final Distribution Date means the November 15, 2019 Distribution Date.