Second Lien Noteholders means the registered holders, from time to time, of the Second Lien Notes, as determined in accordance with the relevant Second Lien Notes Indenture.
Second Lien Notes Trustee “Second Lien Noteholder”, “High Yield Agent”, “HY Borrower”, “High Yield Creditor”, “High Yield Lender”, “Unsecured Agent”, “Unsecured Lender”, “Security Agent”, “Security Grantor”, “Senior Agent”, “Senior Arranger”, “Senior Borrower”, “Senior Creditor”, “Senior Guarantor”, “Senior Lender”, “Senior Secured Notes Guarantor”, “Senior Secured Notes Issuer”, “Senior Secured Notes Trustee”, “Senior Secured Noteholder”, “Subordinated Creditor”, “Permitted Affiliate Parent”, the “Company” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees and, in the case of the Security Agent, any person for the time being appointed as Security Agent or Security Agents in accordance with this Agreement;
Second Lien Notes has the meaning set forth in the recitals hereto.
Noteholder Claims means all Obligations in respect of the Notes or arising under the Noteholder Documents or any of them, including all fees and expenses of the Trustee thereunder.
First Lien Notes means (a) senior secured loans or notes of the U.S. Borrower (which notes or loans may either be secured by a first priority Lien on the Collateral that is pari passu with the Lien securing the U.S. Obligations or may be secured by a Lien ranking junior to the Lien on the Collateral securing the U.S. Obligations, but shall not be secured by any assets that do not constitute Collateral securing the U.S. Obligations) incurred after the Amendment Effective Date (i) the terms of which do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the latest Term Facility Maturity Date in effect at the time of the issuance thereof (other than customary offers to repurchase upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default) and (ii) the covenants, events of default, guarantees, collateral and other terms of which (other than interest rate and redemption premiums), taken as a whole, are not more restrictive to the U.S. Borrower and the Subsidiaries than those set forth in this Agreement; provided that a certificate of the Chief Financial Officer of the U.S. Borrower delivered to the Administrative Agent in good faith at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) 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 U.S. Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement and (b) loans or notes borrowed or issued in connection with any refinancing, refunding, renewal or extension of any First Lien Notes; provided that (i) in connection with any such refinancing, refunding, renewal or extension, the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension (plus unpaid accrued interest and premium (including tender premiums) thereon and underwriting discounts, defeasance costs, fees, commissions and expenses), (ii) such refinancing Indebtedness otherwise complies with this definition and (iii) if such Indebtedness being refinanced is not secured by a first priority Lien on the Collateral that is pari passu with the Lien securing the U.S. Obligations, then such refinancing Indebtedness may not be secured with a first priority Lien on the Collateral that is pari passu with the Lien securing the U.S. Obligations. Notes issued by the U.S. Borrower in exchange for any First Lien Notes in accordance with the terms of a registration rights agreement entered into in connection with the issuance of such First Lien Notes shall also be considered First Lien Notes.
Noteholder Documents means (a) the Second Priority Senior Secured Notes Indenture, the Notes, the Noteholder Collateral Documents and (b) any other related document or instrument executed and delivered pursuant to any Noteholder Document described in clause (a) above evidencing or governing any Obligations thereunder.
Senior Noteholders means the Note A Holders, individually or collectively, as the context may require.
Lead Securitization Controlling Class Representative means the “Controlling Class Representative” as defined in the Lead Securitization Servicing Agreement.
Noteholder Direction has the meaning set forth in Section 7.6(a) of the Indenture.
Second Lien Notes Documents means the Second Lien Notes Indenture, the Second Lien Notes and all other agreements, instruments and other documents pursuant to which the Second Lien Notes have been or will be issued or otherwise setting forth the terms of the Second Lien Notes.
Required Consenting Noteholders means, as of the relevant date, the Consenting Noteholders then holding greater than fifty and one-tenth percent (50.1%) of the aggregate outstanding principal amount of Senior Notes Claims that are held by all Consenting Noteholders subject to the Restructuring Supporting Agreement as of such date.
Consenting Noteholders has the meaning set forth in the preamble to this Agreement.
Non-Lead Securitization Noteholder Representative shall have the meaning assigned to such term in the definition of “Non-Lead Securitization Noteholder”.
Instituting Noteholders has the meaning set forth in Section 7.6(a) of the Indenture.
Class E Noteholders means the holders of any Class E Notes from time to time.
Requesting Noteholders shall have the meaning ascribed thereto in Section 12.01 of the Indenture.
Second Lien Note Documents means the Second Lien Note Indenture, the Second Lien Notes, the Second Lien Security Documents and each other document, instrument or agreement relating to the issuance of the Second Lien Notes, as the same may be amended, restated, supplemented, waived and/or otherwise modified from time to time in accordance with the terms thereof, of this Agreement and of the Prepetition Intercreditor Agreement.
Controlling Noteholder Representative shall have the meaning assigned to such term in Section 6(a).
Second Lien With respect to each Mortgaged Property, the lien of the mortgage, deed of trust or other instrument securing a Mortgage Note which creates a second lien on the Mortgaged Property.
Initial Noteholders shall have the meaning assigned to such term in the recitals.
Companion Loan Holder Representative With respect to each Serviced Companion Loan, any representative appointed by the related Companion Loan Holder.
First Lien/Second Lien Intercreditor Agreement means an intercreditor agreement substantially in the form of Exhibit H hereto, or such other customary form reasonably acceptable to the Administrative Agent and the Borrower, in each case, as such document may be amended, restated, supplemented or otherwise modified from time to time.
Pari Passu Intercreditor Agreement means an intercreditor agreement among the Administrative Agent and the other parties from time to time party thereto, substantially in the form of Exhibit I.
Senior Noteholder means the holder of a Senior Note.
Aggregate Noteholders’ Priority Principal Distributable Amount With respect to any Distribution Date, the sum of (i) the First Priority Principal Distributable Amount, (ii) the Second Priority Principal Distributable Amount, (iii) the Third Priority Principal Distributable Amount and (iv) the Fourth Priority Principal Distributable Amount, each as of such Distribution Date. Aggregate Principal Balance of Non-Subvented Receivables: As of any date, the present value as of such date of all scheduled monthly payments on all of the Non-Subvented Receivables (other than Liquidating Receivables) held by the Issuing Entity on such date which have not been applied on or prior to such date (determined after taking into account any Warranty Payments and Administrative Purchase Payments in respect of such Receivables), with each Receivable being discounted from the last day of the calendar month in which payments are to become due to such date at the greater of the Discount Rate and the Annual Percentage Rate.
Senior Notes Claim means any Claim on account of the Senior Notes. For the avoidance of doubt, each Senior Notes Claim shall be deemed Allowed as of the Effective Date in an amount equal to (i) the principal amount outstanding under the applicable Senior Notes on the Petition Date, including without limitation any accrued interest and fees paid (or payable) in kind through such date, and (ii) all interest accrued and unpaid as of the Petition Date.