The provisions and priorities established by this Agreement shall remain in full force and effect in a Proceeding, provided that with respect to Senior Secured Parties' and Creditors' respective priority with respect to Cash Collateral, the parties agree to the sharing and allocation provisions as follows:
Senior Agent, for the benefit of Senior Secured Parties, shall have priority with respect to the Senior Priority Cash Collateral (as defined below), which shall be paid to Senior Agent for the benefit of Senior Secured Parties and applied to the payment of the Senior Debt until the Payment in Full of Senior Debt; and
Creditors shall have priority with respect to the Creditor Priority Cash Collateral (as defined below), which shall be paid to Arranger and applied in payment of the Subordinated Debt until the Subordinated Debt (other than any Credit Party's inchoate indemnification obligations) is finally paid in full in cash.
As used in this Section 8, the following terms have the following meanings:
means the sum of all costs and expenses of Subordinated Investment Credit Parties, or, as applicable, their estate in a Proceeding, that support the general operations of Subordinated Investment Credit Parties, including general administrative expenses, shared technology infrastructure, regulatory compliance costs, employee compensation not allocable to a different product or revenue segment unrelated to the Reference Income, and similar enterprise-level costs.
means Title 11 of the United States Code, as now and hereafter in effect, or any successor statute, which will be effective before, during and after commencement of a Proceeding.
shall mean, solely with respect to any Subordinated Investment Credit Parties, the cash, deposit accounts, and cash equivalents (as defined under Section 363(a) of the Bankruptcy Code that is collateral for both the Subordinated Debt and the Senior Debt, consistent with the terms of this Agreement, provided that it shall not include proceeds of any DIP Financing or other postpetition financing that does not constitute proceeds of Creditors prepetition collateral under Section 552(b) of the Bankruptcy Code.
means, for any Reference Cohort and over any specified time period, the cash amounts actually received by, and available for use by, a Subordinated Investment Credit Party during such period from the card, deposit and other revenue streams comprising Reference Income for such Reference Cohort, net of any reserves, holdbacks, setoffs, reversals, clawbacks or other amounts not then available for use by such Subordinated Investment Credit Party.
means the Cash Collateral multiplied by the Creditor Priority Percentage.
means the percentage equivalent of fraction (a) the numerator of which is (1) all cash and cash equivalents added to the Cash Collateral after the date of the commencement of such Proceeding that constitute Specified Funds, minus (2) the aggregate amount of Cash Collateral paid to, or for the benefit of, Creditors as adequate protection in such Proceeding, and (b) the denominator of which is Total Cash.
means, as of any date of determination, the ratio, expressed as a percentage of (x) the outstanding Subordinated Debt (calculated as the amount required to cause the Outstanding Investor Share for each Reference Cohort to equal 0, plus any costs and expenses required to be reimbursed in accordance with the Subordinated Investment Agreement (the "Outstanding Subordinated Amount")), to (y) the sum of the Outstanding Subordinated Amount plus total amount of outstanding Senior Debt.
means the Cash Collateral multiplied by the Senior Priority Percentage.
means a percentage equal to 100% less the Creditor Priority Percentage.
means (a) Traceable Funds (as defined below), less the sum of (x) all Traceable Costs and (y) the Creditor Cost Sharing Percentage of Allocated Other Costs, provided that if the foregoing amount results in a negative number, Specified Funds shall be deemed to be zero.
means, as of any date of determination, the aggregate amount of Cash Collateral of the Subordinated Investment Credit Parties which constitutes collateral for both the Senior Debt and the Subordinated Debt, consistent with the terms of this Agreement, but excluding DIP financing proceeds and other post-petition cash excluded from the defined term "Cash Collateral" above.
means the costs and expenses borne by the Subordinated Investment Credit Parties or, as applicable, their estate in a Proceeding, directly attributable to the origination, servicing, collection, maintenance or administration of the Reference Cohorts for which Creditors have funded the Investment Amount, as determined by Senior Agent in good faith, including without limitation, servicing and platform costs, collection costs, including third party collection fees and costs and expenses associated with resolving disputes, chargebacks, refunds and similar matters incurred in connection with generating or collecting the Cohort Cash Proceeds.
means, as of any date of determination, an amount equal to (i) the aggregate Cohort Cash Proceeds for all Open Reference Cohorts received following the commencement of the applicable Proceeding as of such date, as determined by Senior Agent in its reasonable business judgment, less (i) aggregate amounts previously paid to Arranger in accordance with Section 8(ii).