Controlling Priority Lien Representative definition

Controlling Priority Lien Representative means (i) until the earlier of (x) the Discharge of Notes Obligations and (y) the Outstanding Notes Threshold Date, the Trustee and (ii) from and after the earlier of (x) the Discharge of Notes Obligations and (y) the Outstanding Notes Threshold Date, the Major Non-Controlling Priority Representative.
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Controlling Priority Lien Representative means (i) until the earlier of (x) the Discharge of Credit Facility Obligations and (y) the Outstanding Loan Threshold Date, the Administrative Agent and (ii) from and after the earlier of (x) the Discharge of Credit Facility Obligations and (y) the Outstanding Loan Threshold Date, the Major Non-Controlling Priority Representative.
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Controlling Priority Lien Representative means (a) at any time prior to the Shifting Control Date, and prior to the Discharge of First Lien Obligations, the Priority Lien Representative for the Required First Lien Debtholders or (b) on or any time after the Shifting Control Date (and, if the Shifting Control Date has occurred as a result of the circumstances described in clause (b) of the definition of “Shifting Control Date”, after the expiration of the Standstill Period), and prior to the Discharge of First-Out Obligations, the First-Out Representative, unless the Priority Lien Representative for the Required First Lien Debtholders gives the Collateral Trustee notice, in writing, stating that (A) the Collateral Trustee has received a Controlling Priority Lien Representative Direction pursuant to Section 3.3(f), (B) the Priority Lien Representative for the Required First Lien Debtholders has commenced an Enforcement Action pursuant to the terms hereof and is otherwise diligently pursuing an Enforcement Action, and (C) the Priority Lien Representative for the Required First Lien Debtholders is still the “Controlling Priority Lien Representative,” in which case the “Shifting Control Date” shall be deemed not to have occurred and the Priority Lien Representative for the Required First Lien Debtholders shall continue to be the “Controlling Priority Lien Representative” unless the Priority Lien Representative for the Required First Lien Debtholders has withdrawn, in writing, its instructions to the Collateral Trustee to pursue an Enforcement Action; provided, further, that, solely for purpose of Sections 2.6(b) and 3.4(a)(II), so long as the Discharge of Senior Credit Agreement Obligations has not occurred, the Controlling Priority Lien Representative shall be the Senior Credit Agreement Agent. For the avoidance of doubt, the Collateral Trustee shall not be required to make a determination as to whether a “Shifting Control Date” has occurred and shall be entitled to rely conclusively on any notice from a Person purporting to be an authorized representative of the First-Out Representative under Section 3.3 hereof or any written notice from the Priority Lien Representative for the Required First Lien Debtholders as contemplated by the proviso in the second sentence of Section 3.3(a), as applicable, as having the effect that a “Shifting Control Date” has in fact occurred.
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Examples of Controlling Priority Lien Representative in a sentence

  • As to any matter not expressly provided for by this Agreement or the other Security Documents, the Collateral Trustee will act or refrain from acting as directed in a Controlling Priority Lien Representative Direction by the Controlling Priority Lien Representative and will be fully protected if it does so, and any action taken, suffered or omitted pursuant to hereto or thereto shall be binding on the holders of Priority Lien Obligations.

  • As between the Priority Lien Secured Parties, the Collateral Trustee, acting at the direction of the Controlling Priority Lien Representative, shall have (to the extent provided under the applicable Priority Lien Documents) the right to adjust or settle any insurance policy or claim covering or constituting Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding affecting the Collateral.

  • Upon any such resignation or removal, a successor Collateral Trustee may be appointed by the Company with the prior consent of the Controlling Priority Lien Representative and the First-Out Representative or by the Controlling Priority Lien Representative with the prior consent of the Company and the First-Out Representative.

  • The Collateral Trustee will not be required to inquire as to the occurrence or absence of any Priority Lien Debt Default and will not be affected by or required to act upon any notice or knowledge as to the occurrence of any Priority Lien Debt Default unless and until the Collateral Trustee is so directed in a Controlling Priority Lien Representative Direction.

  • Failure by the Collateral Trustee to deliver a copy of the Enforcement Action notice to the Priority Lien Representatives shall not affect the enforceability and effectiveness of the Enforcement Action or result in any liability on the part of the Collateral Trustee or the Controlling Priority Lien Representative.

  • To complement the results of the House of Quality, De Unie should incorporate the competitive assessment into the model when establishing the second house.

  • Unless it has been directed to the contrary by a Controlling Priority Lien Representative Direction, the Collateral Trustee in any event may (but will not be obligated to) take or refrain from taking any Enforcement Action as it may deem advisable and in the best interest of the holders of Priority Lien Obligations.

  • It is understood that any reference to the Collateral Agent taking any action, making any determinations, requests, directions, consents or elections, deeming any action or document reasonable, appropriate or satisfactory, exercising discretion, or exercising any rights or duties under this Security Agreement shall be pursuant to written direction from the Controlling Priority Lien Representative.

  • The Controlling Priority Lien Representative and the Main Issuer shall negotiate the form of each Security Document in good faith in accordance with the terms of this Schedule.

  • Notwithstanding anything in these Agreed Security Principles to the contrary, if the Collateral Trustee or Trustee is the Controlling Priority Lien Representative, the determinations to be made by the Controlling Priority Lien Representative under these Agreed Security Principles shall be deemed made upon delivery to the Trustee and Collateral Trustee of a Security Document Order in accordance with Section 12.10 of the Indenture.


More Definitions of Controlling Priority Lien Representative

Controlling Priority Lien Representative means (a) at any time prior to the earlier of (i) the Shifting Control Date, and (ii) the date of the Discharge of First-Out Obligations, the Senior Credit Facility Agent or (b) on or any time after the earlier of (i) the Shifting Control Date and (ii) the date of the Discharge of First-Out Obligations, the Priority Lien Representative for the Required Term B Debtholders.
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Controlling Priority Lien Representative has the meaning set forth in the Collateral Trust Agreement.
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Controlling Priority Lien Representative means (a) at any time prior to the earlier of (i) the Shifting Control Date, and (ii) the date of the Discharge of First-Out Obligations, the Credit Agreement Agent or (b) on or any time after the earlier of (i) the Shifting Control Date and (ii) the date of the Discharge of First- Out Obligations, the Priority Lien Representative for the Required First Lien Debtholders.
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Controlling Priority Lien Representative means (a) at any time prior to the earlier of (i) the Shifting Control Date, and (ii) the date of the Discharge of First-Out Obligations, the Credit Agreement Agent or (b) on or any time after the earlier of (i) the Shifting Control Date and (ii) the date of the Discharge of First-Out Obligations, the Priority Lien Representative for the Required First Lien Debtholders. “Corporate Trust Office of the Trustee” will be at the address of the Trustee specified in Section 12.02 hereof (except with respect to payments on the Notes and any exchange, transfer or surrender of the Notes, in which case this address will be UMB Bank, N.A., 0000 Xxx Xxxxxx, Suite 870, Houston, Texas 77056, Attention: Corporate Trust Officer) or such other address as to which the Trustee may give notice to the Issuers.
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Controlling Priority Lien Representative means (a) at any time prior to the Shifting Control Date, and prior to the Discharge of First Lien Obligations, the Priority Lien Representative for the Required First Lien Debtholders or (b) on or any time after the Shifting Control Date (and, if the Shifting Control Date has occurred as a result of the circumstances described in clause (b) of the definition of “Shifting Control Date”, after the expiration of the Standstill Period), and prior to the Discharge of First-Out Obligations, the First-Out Representative, unless the Priority Lien Representative for the Required First Lien Debtholders gives the Collateral Trustee notice, in writing, stating that (A) the Collateral Trustee has received a Controlling Priority Lien Representative Direction pursuant to Section 3.3(f) , (B) the Priority Lien Representative for the Required First Lien Debtholders has commenced an Enforcement Action pursuant to the terms hereof and is otherwise diligently pursuing an Enforcement Action, and (C) the Priority Lien Representative for the Required First Lien Debtholders is still the “Controlling Priority Lien Representative,” in which case the “Shifting Control Date” shall be deemed not to have occurred and the Priority Lien Representative for the Required First Lien Debtholders shall continue to be the “Controlling Priority Lien Representative” unless the Priority Lien Representative for the Required First Lien Debtholders has withdrawn, in writing, its instructions to the Collateral Trustee to pursue an Enforcement Action; provided , further , that, solely for purpose of Sections 2.6(b ) and 3.4(a)(II) , so long as the Discharge of Senior Credit Agreement Obligations has not occurred, the Controlling Priority Lien Representative shall be the Senior Credit Agreement Agent. For the avoidance of doubt, the Collateral Trustee shall not be required to make a determination as to whether a “Shifting Control Date” has occurred and shall be entitled to rely conclusively on any notice from a Person purporting to be an authorized representative of the First-Out Representative under Section 3.3 hereof or any written notice from the Priority Lien Representative for the Required First Lien Debtholders as contemplated by the proviso in the second sentence of Section 3.3(a) , as applicable, as having the effect that a “Shifting Control Date” has in fact occurred.
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Related to Controlling Priority 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.

  • 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”).

  • 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.

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

  • 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.

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

  • 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.

  • 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.

  • Priority Lien means a first priority Lien (subject in priority only to Permitted Prior Liens) granted in favor of the Collateral Trustee pursuant to a Note Security Document, at any time, upon any property of the Company or any other Grantor to secure Priority Lien Obligations.

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

  • 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.

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

  • Controlling Collateral Agent means (i) until the earlier of (x) the Discharge of Credit Agreement Obligations and (y) the Non-Controlling Authorized Representative Enforcement Date, the Credit Agreement Collateral Agent and (ii) from and after the earlier of (x) the Discharge of Credit Agreement Obligations and (y) the Non-Controlling Authorized Representative Enforcement Date, the Additional Collateral Agent (acting on the instructions of the Applicable Authorized Representative).

  • 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.

  • Senior Representative means, with respect to any series of Indebtedness, the trustee, administrative agent, collateral agent, security agent or similar agent 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.

  • 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 Obligations means the Priority Lien Debt and all other Obligations in respect of Priority Lien Debt.

  • First Lien Collateral Agent means the “Collateral Agent” 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).

  • First Lien Agent has the meaning given to such term in the Intercreditor Agreement.

  • Second Priority Lien means the Liens on the Second Priority Collateral in favor of Second Priority Debt Parties under Second Priority Collateral Documents.

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

  • Second Lien Collateral Agent means the “Collateral Agent” as defined in the Second Lien Credit Agreement.

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

  • 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.

  • Controlling Noteholder Representative shall have the meaning assigned to such term in Section 6(a).