Applicable Parity Lien Representative definition

Applicable Parity Lien Representative means (i) prior to the payment in full of all outstanding obligations under the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement), the collateral agent under the Credit Agreement and (ii) thereafter, the Parity Lien Representative party to the intercreditor agreements that represents the largest principal amount of Parity Lien Obligations.

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Applicable Parity Lien Representative means, (a) in the event the additional Parity Lien Obligations are incurred pursuant to a term loan facility with an outstanding principal amount of loans thereunder in excess of $100 million, the Parity Lien Representative for such term loan facility and (b) in the event the additional Parity Lien Obligations are incurred pursuant to an indenture or similar issuance of notes or are incurred pursuant to a term loan facility with an outstanding principal amount of loans thereunder less than or equal to $100 million, the Parity Lien Representative for such Parity Lien Obligations party to the intercreditor agreements that represents the largest principal amount of Parity Lien Obligations; provided that, if such additional Parity Lien Obligations (other than contingent indemnities and costs and reimbursement obligations to the extent no claim has been made) incurred pursuant to a term loan facility pursuant to clause (a) above are paid in full in cash and the applicable secured creditors are under no further obligation to provide financial accommodations to the Company or any Guarantor (other than in connection with an exchange or replacement for or a refinancing of such Parity Lien Obligations), the Applicable Parity Lien Representative shall be the Parity Lien Representative for such Parity Lien Obligations party to the intercreditor agreements that represents the largest principal amount of Parity Lien Obligations.

Applicable Parity Lien Representative means at any time (a) until the Applicable Agent Date, the Credit Agreement Administrative Agent and (b) from the Applicable Agent Date, the Major Non-Controlling Authorized Representative.

Examples of Applicable Parity Lien Representative in a sentence

• The Collateral Trustee shall not be liable for any action it takes or omits to take in good faith in accordance with a direction from the Applicable Parity Lien Representative.

• The Collateral Trustee may at any time solicit written confirmatory instructions, in the form of, including but not limited to, an Officer’s Certificate, written instructions from the Applicable Parity Lien Representative or an order of a court of competent jurisdiction, as to any action that it may be requested or required to take, or that it may propose to take, in the performance of any of its obligations under this Agreement or the other Parity Lien Documents.

• In the absence of the written investment direction of the Applicable Parity Lien Representative, all moneys on deposit in the Collateral Account shall remain uninvested and the Collateral Trustee shall have no obligation for interest thereon.

• At the written direction of the Applicable Parity Lien Representative, the Collateral Trustee shall invest and reinvest moneys on deposit in the Collateral Account at any time in money market funds investing in Cash Equivalents (with the particular fund to be specified in writing by the Applicable Parity Lien Representative).

• Each Senior Collateral Agent may deal with the Senior Collateral as if they had a senior Lien on such Collateral; provided that, with respect to the Applicable Parity Lien Representative and the Parity Lien Collateral Trustee, the provisions of the Collateral Trust Agreement shall also be complied with.

• To the extent that an insured loss covers or constitutes ABL Priority Collateral and Notes Priority Collateral, then the ABL Facility Collateral Agent and the Applicable Parity Lien Representative and the Parity Lien Collateral Trustee will work jointly and in good faith to collect, adjust or settle (subject to the rights of the Grantors under the ABL Facility Documents and the Parity Lien Documents) under the relevant insurance policy.

• SECTION 2.02 The New Representative agrees that the Applicable Parity Lien Representative and the Parity Lien Collateral Trustee shall have the authority to act on behalf of the New Representative under the Intercreditor Agreement, and each of the Applicable Parity Lien Representative and the Parity Lien Collateral Trustee accepts such authority.

• As agreed to in writing among the Borrower, the ABL Facility Collateral Agent, the Applicable Parity Lien Representative, the Parity Lien Collateral Trustee and each Other Parity Lien Representative from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by such Person.

• In connection with the application of proceeds pursuant to this Section 4(d), except as otherwise directed in writing by the Applicable Parity Lien Representative, the Collateral Trustee may sell any non-cash proceeds for cash prior to the application of the proceeds thereof.

• This Agreement has been entered into to record the accession of the New Representative as Other Parity Lien Obligations Representative under the Intercreditor Agreement and to evidence the authority granted by the New Representative to the Applicable Parity Lien Representative and the Parity Lien Collateral Trustee to act on behalf of the New Representative under the Intercreditor Agreement.

More Definitions of Applicable Parity Lien Representative

Applicable Parity Lien Representative means the “Applicable Parity Lien Representative” under and as defined in the Collateral Trust Agreement. On the date hereof, the Trustee is the Applicable Parity Lien Representative. For purposes of this Agreement, the ABL Facility Collateral Agent may treat the Trustee as the Applicable Parity Lien Representative until notified in writing by the Parity Lien Collateral Trustee that another representative has become the Applicable Parity Lien Representative.

Applicable Parity Lien Representative means (i) prior to the payment in full of all outstanding Obligations under the Notes, the Trustee and (ii) thereafter, the Parity Lien Representative party to the Intercreditor Agreement that represents the largest principal amount of Parity Lien Obligations.