Designated Junior Priority Representative definition

Designated Junior Priority Representative means (i) the Initial Junior Priority Representative, until such time as the Junior Priority Debt Facility under the Initial Junior Priority Debt Documents ceases to be the only Junior Priority Debt Facility under this Agreement and (ii) thereafter, the Junior Priority Representative designated from time to time by the Junior Priority Instructing Group, in a notice to the Designated Senior Representative and the Borrower hereunder, as the “Designated Junior Priority Representative” for purposes hereof.
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Designated Junior Priority Representative means (a) the Term Loan Collateral Agent, until such time as the Term Loan Collateral Agent shall provide written notice to the ABL Collateral Agent and the Company of its replacement as Designated Junior Priority Representative and specifying the Junior Priority Representative serving as the Controlling Collateral Agent (as defined in and pursuant to the First Lien Intercreditor Agreement) that will thereafter be the “Designated Junior Priority Representative” and (b) thereafter, the Junior Priority Representative serving as the Controlling Collateral Agent (as defined in and pursuant to the First Lien Intercreditor Agreement) designated by such notice as the replacement “Designated Junior Priority Representative” by the Term Loan Collateral Agent (or, following a replacement of the Term Loan Collateral Agent, the Junior Priority Representative serving as the Designated Junior Priority Representative at the time it delivers such notice) as the “Designated Junior Priority Representative”; provided, that if the First Lien Intercreditor Agreement is no longer in effect, the Designated Junior Priority Representative shall be the Junior Priority Debt Representative designated as such in a written notice from each Junior Priority Representative to the ABL Collateral Agent and the Company.
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Designated Junior Priority Representative means (i) the Second Lien Collateral Agent, until such time as the Second Lien Credit Agreement ceases to be the only Junior Priority Debt Facility under this Agreement and (ii) thereafter, the agent designated as the controlling agent under the Second Lien Intercreditor Agreement at such time; provided that if the Representatives for all Junior Priority Debt then outstanding are not a party to the Second Lien Intercreditor Agreement at such time then the Junior Priority Representative designated from time to time by the Junior Priority Majority Representatives, in a notice to the Designated Senior Representative and the Lead Borrower, as the “Designated Junior Priority Representative” for purposes hereof; it being understood that as of the date of this Agreement, the Designated Senior Representative shall be the Second Lien Collateral Agent.
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Examples of Designated Junior Priority Representative in a sentence

  • The Designated Junior Priority Representative xxxxxx agrees that at the request of the Company, in connection with a refinancing or replacement of Senior Obligations in accordance with Section 5.06 (“Replacement Senior Obligations”), it will enter into a customary agreement with the agent for the Replacement Senior Obligations containing terms and conditions substantially similar to the terms and conditions of this Agreement or otherwise terms and conditions that are customary.

  • Upon the Discharge of Senior Obligations, each applicable Senior Representative shall deliver promptly to the Designated Junior Priority Representative any Shared Collateral or Proceeds thereof held by it in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct, to be applied by the Designated Junior Priority Representative to the Junior Priority Debt Obligations in such order as specified in the relevant Junior Priority Debt Documents.

  • The execution and delivery of such instrument shall not require the consent of any other party hereunder, and will be acknowledged by the Designated Junior Priority Representative and the Senior Representative.


More Definitions of Designated Junior Priority Representative

Designated Junior Priority Representative means (i) with respect to the ABL Priority Collateral, the Designated Term Priority Representative and (ii) with respect to the Term Priority Collateral, the ABL Representative.
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Designated Junior Priority Representative means (i) the Initial Junior Priority Representative (or the “Collateral Agent” (or like term)) until such time as the Junior Priority Debt Facility under the Junior Priority Debt Documents ceases to be the only Junior Priority Debt Facility under this Agreement, (ii) the “Collateral Agent” (or like term) under any Junior Priority Debt Facility that Refinances in full the Indebtedness outstanding under the Junior Priority Credit Agreement, so long as such Junior Priority Debt Facility is the only Junior Priority Debt Facility under this Agreement, and (iii) thereafter, the Junior Priority Representative designated from time to time by the Junior Priority Majority Representatives, in a written notice to the Senior Representative and the Company hereunder, as the “Designated Junior Priority Representative” for purposes hereof. The Senior Representative may treat the Initial Junior Priority Representative as Designated Junior Priority Representative until such time as it receives a notice that the Initial Junior Priority Representative was replaced as Designated Junior Priority Representative.
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Related to Designated Junior Priority Representative

  • Senior Representative means, with respect to any series of Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt or other 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.

  • Authority Representative means the representative appointed by the Authority from time to time in relation to this Framework Agreement;

  • Debt Facility means any Senior Facility and any Second Priority Debt Facility.

  • Equal Priority Intercreditor Agreement means the Equal Priority Intercreditor Agreement substantially in the form of Exhibit G-1 among (x) the Collateral Agent and (y) one or more representatives of the holders of one or more classes of Permitted Additional Debt and/or Permitted Equal Priority Refinancing Debt, with any immaterial changes and material changes thereto in light of the prevailing market conditions, which material changes shall be posted to the Lenders not less than five Business Days before execution thereof and, if the Required Lenders shall not have objected to such changes within five Business Days after posting, then the Required Lenders shall be deemed to have agreed that the Administrative Agent’s and/or Collateral Agent’s entry into such intercreditor agreement (with such changes) is reasonable and to have consented to such intercreditor agreement (with such changes) and to the Administrative Agent’s and/or Collateral Agent’s execution thereof.

  • Permitted First Priority Refinancing Debt means any secured Indebtedness incurred by the Borrower in the form of one or more series of senior secured notes or senior secured loans; provided that (i) such Indebtedness is secured by the Collateral on a pari passu basis with the Obligations and is not secured by any property or assets of Holdings and its Subsidiaries other than the Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness in respect of Term Loans, (iii) such Indebtedness does not mature prior to the Maturity Date of the Refinanced Debt and such Indebtedness shall have a Weighted Average Life to Maturity that is not shorter than the Refinanced Debt, (iv) to the extent applicable, the security agreements relating to such Indebtedness are substantially the same as the Security Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (v) no Restricted Subsidiary guarantees such Indebtedness unless it is a Subsidiary Guarantor (or becomes a Subsidiary Guarantor substantially concurrently with the incurrence of such Indebtedness); provided that, if, at any time, such Restricted Subsidiary ceases to be a Guarantor, it shall not guarantee such Indebtedness, (vi) the other terms and conditions of such Indebtedness (excluding pricing, fees, rate floors, premiums, optional prepayment or optional redemption provisions) reflect market terms and conditions at the time of incurrence and issuance; provided, that, to the extent such terms and documentation are not substantially identical to the Indebtedness being refinanced, (x) such terms (taken as a whole) shall be less favorable to the providers of such Permitted First Priority Refinancing Debt than those applicable to the Indebtedness being refinanced, except, in each case, for financial or other covenants or other provisions contained in such Indebtedness that are applicable only after the then Latest Maturity Date, or (y) such documentation shall be reasonably acceptable to the Administrative Agent and (vii) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to a Pari Passu Intercreditor Agreement and the Administrative Agent shall have become a party to the Pari Passu Intercreditor Agreement (or any then-existing Pari Passu Intercreditor Agreement shall have been amended or replaced in a manner reasonably acceptable to the Administrative Agent, which results in such Senior Representative having rights to share in the Collateral as provided in clause (i) above). Permitted First Priority Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

  • Senior Secured Parties means the Credit Agreement Secured Parties and any Additional Senior Debt Parties.