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.
Sample 1Sample 2Sample 3
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.
Sample 1Sample 2
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.
Sample 1

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.

  • 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).

  • 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.

  • 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.

  • It is understood and agreed that the Applicable Parity Lien Representative shall deliver any written instruction that is contemplated to be delivered, and shall take or refrain from taking any action that is contemplated to be taken, by the Applicable Parity Lien Representative to the Collateral Trustee hereunder upon receipt of approval of such instruction from the Required Controlling Secured Parties (to the extent required by the terms of the applicable Parity Lien Documents).

  • 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.

  • None of the ABL Facility Collateral Agent, the Applicable Parity Lien Representative, the Parity Lien Collateral Trustee or the Other Parity Lien Representatives shall have individual liability to any Person if it shall mistakenly pay over or distribute to any Secured Party (or Grantor) any amounts in violation of the terms of this Agreement, so long as such Person is acting in good faith and without gross negligence or willful misconduct.

  • 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.

  • 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.

  • 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.


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.
Sample 1

Related to Applicable Parity Lien Representative

  • Priority Lien Representative means (a) in the case of the Notes, the Trustee or (b) in the case of any other Series of Priority Lien Debt, the trustee, agent or representative of the holders of such Series of Priority Lien Debt who maintains the transfer register for such Series of Priority Lien Debt and is appointed as a representative of the Priority Lien Debt (for purposes related to the administration of the security documents) pursuant to the credit agreement or other agreement governing such Series of Priority Lien Debt.

  • Second Lien Representative means, in the case of any Series of Second Lien Debt, the trustee, agent or representative of the holders of such Series of Second Lien Debt who maintains the transfer register for such Series of Second Lien Debt and is appointed as a Second Lien Representative (for purposes related to the administration of the Security Documents) pursuant to the indenture, credit agreement, loan agreement, note agreement, promissory note or other agreement or instrument evidencing or governing such Series of Second Lien Debt, together with its successors in such capacity; provided that in each case such Person shall have executed a joinder to the Collateral Agency and Intercreditor Agreement.

  • First Lien Representative means (i) in the case of any Initial First Lien Obligations or the Initial First Lien Claimholders, the Initial First Lien Representative and (ii) in the case of any Additional First Lien Obligations and the Additional First Lien Claimholders in respect thereof, each trustee, administrative agent, collateral agent, security agent and similar agent that is named as the First Lien Representative in respect of such Additional First Lien Obligations in the applicable joinder agreement (each, in the case of this clause (ii), together with its successors and assigns in such capacity, an “Additional First Lien Representative”).

  • Junior Lien Representative means any duly Authorized Representative of any holders of Junior Lien Obligations, which representative is party to the applicable security documents.

  • Priority Lien Cap means, as of any date, the maximum aggregate principal amount of Indebtedness permitted to be incurred by clause (1) of the definition of Permitted Debt. For purposes of this definition, all letters of credit will be valued at the face amount thereof, whether or not drawn.

  • Collateral Representative (i) in respect of the ABL/Term Loan Intercreditor Agreement, the ABL Collateral Representative (as defined therein) and the Term Loan Collateral Representative (as defined therein), (ii) if any Junior Lien Intercreditor Agreement is then in effect, the Senior Priority Representative (as defined therein) and (iii) if any Other Intercreditor Agreement is then in effect, the Person acting as representative for the Collateral Agent and the Secured Parties thereunder for the applicable purpose contemplated by this Agreement and the Guarantee and Collateral Agreement.

  • foreign representative means a person or body, including one appointed on an interim basis, authorized in a foreign proceeding to administer the reorganization or the liquidation of the debtor’s assets or affairs or to act as a representative of the foreign proceeding;

  • Senior Class Debt Representative has the meaning assigned to such term in Section 8.09.

  • Lender Group Representatives has the meaning specified therefor in Section 17.9 of the Agreement.

  • Designated Second Priority Representative means (i) the Initial Second Priority Representative, until such time as the Second Priority Debt Facility under the Initial Second Priority Debt Documents ceases to be the only Second Priority Debt Facility under this Agreement and (ii) thereafter, the Second Priority Representative designated from time to time by the Second Priority Instructing Group, in a notice to the Designated Senior Representative and the Company hereunder, as the “Designated Second Priority Representative” for purposes hereof.

  • Secured Debt Representative means each Parity Lien Representative and each Priority Lien Representative.

  • Union Representative means a representative from the Union authorized by the Union to act on behalf of an Employee.

  • Second Priority Representative means (i) in the case of the Initial Second Priority Debt Facility covered hereby, the Initial Second Priority Representative and (ii) in the case of any Second Priority Debt Facility and the Second Priority Debt Parties thereunder the trustee, administrative agent, collateral agent, security agent or similar agent under such Second Priority Debt Facility that is named as the Representative in respect of such Second Priority Debt Facility in the applicable Joinder Agreement.

  • Class Debt Representatives has the meaning assigned to such term in Section 8.09.

  • Junior Representative means, with respect to any series of Permitted Junior Debt, the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Permitted Junior Debt is issued, incurred or otherwise obtained and each of their successors in such capacities.

  • Priority Lien Secured Parties means the holders of Priority Lien Obligations and any Priority Debt Representatives.

  • 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.

  • ABL Secured Parties means the ABL Representative, the ABL Creditors and any other holders of the ABL Obligations.

  • Creditor Representative means, with respect to Series 2023-5, the Indenture Trustee.

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

  • Priority Lien Debt means Indebtedness of the Company and the Subsidiary Guarantors under the Priority Lien Credit Agreement (including reimbursement obligations with respect to letters of credit).

  • Designated Senior Representative means (i) if at any time there is only one Senior Representative for a Senior Facility with respect to which the Discharge of Senior Obligations has not occurred, such Senior Representative and (ii) at any time when clause (i) does not apply, the Applicable Authorized Representative (as defined in the First Lien Intercreditor Agreement) at such time.

  • Additional Agent means any one or more agents, trustees or other representatives for or of any one or more Additional Credit Facility Creditors, and shall include any successor thereto, as well as any Person designated as an “Agent” under any Additional Credit Facility.

  • Class Debt Parties has the meaning assigned to such term in Section 8.09.

  • Additional First Lien Secured Party means the holders of any Additional First-Lien Obligations and any Authorized Representative with respect thereto, and shall include the Initial Additional First-Lien Secured Parties.

  • Debt Representative means, with respect to any series of Indebtedness, the trustee, administrative agent, collateral agent, security agent or similar agent or representative under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.