New First Lien Collateral Agent definition

New First Lien Collateral Agent shall have the meaning assigned to such term in Section 7.02.

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New First Lien Collateral Agent means (i) so long as obligations are outstanding under the New First Lien Agreements, Bank of America, N.A., in its capacity as collateral agent for the noteholders and other secured parties under the New First Lien Agreements and the other security documents thereunder, and (ii) at any time thereafter, such agent or trustee as is designated “New First Lien Collateral Agent” by the New First Lien Secured Parties holding a majority in principal amount of the New First Lien Obligations then outstanding or pursuant to such other arrangements as agreed to among the holders of the New First Lien Obligations; it being understood that as of the date of this Agreement, Bank of America, N.A. shall be such New First Lien Collateral Agent.

New First Lien Collateral Agent shall be deemed to be the First Lien Collateral Agent for all purposes of this Agreement and (v) the lenders under the New First Lien Loan Documents shall be deemed to be the First Lien Lenders for all purposes of this Agreement. Upon receipt of a Refinancing Notice, which notice shall include the identity of the New First Lien Collateral Agent, the Second Lien Collateral Agent shall promptly enter into such documents and agreements (including amendments or supplements to this Agreement) as the Borrower or such New First Lien Collateral Agent may reasonably request in order to provide to the New First Lien Collateral Agent the rights and powers contemplated hereby, in each case consistent in all respects with the terms of this Agreement. The Borrower shall cause the agreement, document or instrument pursuant to which the New First Lien Collateral Agent is appointed to provide that the New First Lien Collateral Agent agrees to be bound by the terms of this Agreement. In furtherance of Section 2.03, if the New First Lien Obligations are secured by Property of the Grantors that do not also secure the Second Lien Obligations, the applicable Grantors shall promptly grant a Second Priority Lien on such Property to secure the Second Lien Obligations.

Examples of New First Lien Collateral Agent in a sentence

Except to the extent expressly set forth in this Agreement, the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which the ABL Collateral Agent or any ABL Secured Party seeks to enforce its Liens in any Common Collateral.
The New First Lien Collateral Agent, for and on behalf of itself and the New First Lien Secured Parties, agrees that no payment to the ABL Collateral Agent or any ABL Secured Party pursuant to the provisions of this Agreement shall entitle the New First Lien Collateral Agent or such New First Lien Secured Party to exercise any rights of subrogation in respect thereof until the Discharge of ABL Obligations shall have occurred.
The New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, agrees not to seek relief from the automatic stay or any other stay in any Insolvency Proceeding in respect of any portion of the Common Collateral without the ABL Collateral Agent’s express written consent.
The ABL Collateral Agent is hereby authorized to make any such endorsements as agent for the New First Lien Collateral Agent or the New First Lien Secured Parties.
In exercising remedies, whether as a secured creditor or otherwise, the ABL Collateral Agent shall have no obligation or liability to the New First Lien Collateral Agent or any New First Lien Secured Party regarding the adequacy of any proceeds realized on any collateral or for any action or omission, save and except solely for an action or omission that breaches the express obligations undertaken by each Party under the terms of this Agreement.
Prior to the Discharge of ABL Obligations, the ABL Collateral Agent shall have the sole and exclusive right, as against the New First Lien Collateral Agent, to the extent permitted by the ABL Documents and subject to the rights of the Grantors thereunder, to adjust settlement of insurance claims to the extent such insurance insures Receivables Collateral in the event of any covered loss, theft or destruction of Receivables Collateral.
None of the ABL Collateral Agent, any ABL Secured Party, the New First Lien Collateral Agent or any New First Lien Secured Party, as applicable, shall have any obligation whatsoever to the others to assure that the Common Collateral is genuine or owned by the Company, any Grantor or any other Person or to preserve rights or benefits of any Person.
The ABL Collateral Agent and the New First Lien Collateral Agent each hereby agrees that no party shall have any duty to advise any other party of information known to it regarding such condition or any such circumstances.
The New First Lien Collateral Agent agrees, on behalf of itself and the New First Lien Secured Parties, that it will not oppose any sale consented to by the ABL Collateral Agent of any Common Collateral pursuant to Section 363(f) of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding) so long as the proceeds of such sale are applied in accordance with this Agreement.
Each of the New First Lien Collateral Agent and the ABL Collateral Agent hereby assumes responsibility for keeping itself informed of the financial condition of the Grantors and all other circumstances bearing upon the risk of nonpayment of the ABL Obligations or the New First Lien Obligations.

More Definitions of New First Lien Collateral Agent

New First Lien Collateral Agent has the meaning specified in Section 5.4. “New First Lien Debt Notice” has the meaning set forth in Section 5.4. “Notice of Event of Default” has the meaning set forth in Section 7.5. “Obligation” means all payment obligations of every nature of each Loan Party from time to time owed to any Secured Party or any of their respective Affiliates under any Financing Document, whether for principal, interest (including interest which, but for the filing of a petition in bankruptcy with respect to such Loan Party, would have accrued on any Obligation, whether or not a claim is allowed against such Loan Party for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, Ordinary Course Settlement Payments or Termination Payments under Secured Commodity Hedge and Power Sale Agreement, premiums, fees, expenses, indemnification or otherwise. “Ordinary Course Settlement Payments” means all regularly scheduled payments due under any Commodity Hedge and Power Sale Agreement or Hedge Agreement from time to time, calculated in accordance with the terms of such Commodity Hedge and Power Sale Agreement or Hedge Agreement, as applicable, including “Fixed Rate” payment amounts, but excluding, for the avoidance of doubt any “Settlement Amounts” or “Termination Payments” due and payable under such Commodity Hedge and Power Sale Agreement or Hedge Agreement. “Other Credit Support” means, with respect to any Secured Commodity Hedge and Power Sale Agreement, any (i) letter of credit, (ii) guaranty or (iii) cash collateral issued or pledged, as applicable, in favor of any Commodity Hedge Counterparty to support the Obligations of the Loan Party Counterparty under such Secured Commodity Hedge and Power Sale Agreement (other than any such guaranty issued by a Loan Party) which (a) satisfies the requirements of such Secured Commodity Hedge and Power Sale Agreement with respect to letters of credit, guaranties or cash, as applicable, and (b) is permitted under all of the Financing Documents. “Other Credit Support Amount” means, at any time, with respect to any Secured Commodity Hedge and Power Sale Agreement, the sum of (a) the Available Amount of any letter of credit issued in favor of the relevant Commodity Hedge Counterparty to support the Obligations of the Loan Party Counterparty under such Secured Commodity Hedge and Power Sale Agreement plus (b) the amount of any guaranty issued in favor of the relevant Commodity

New First Lien Collateral Agent shall have the meaning assigned to such term in Section 7.02. “New First Lien Loan Documents” shall have the meaning assigned to such term in Section 7.02. “New First Lien Obligations” shall have the meaning assigned to such term in Section 7.02. “Obligations” shall mean the First Lien Obligations and the Second Lien Obligations.

New First Lien Collateral Agent means Wilmington Trust, National Association (together with its successors).