Perfection Agent. (i) prior to the Discharge of Senior Claims, the First Lien Agent (including, with respect to any Collateral delivered to or held by the Perfection Agent, in its capacity as bailee for the Trustee, the Agent and the Noteholders under Section 5.5 of the Intercreditor Agreement) and (ii) thereafter, the Agent.
Perfection Agent means (i) prior to the First Priority Obligations Payment Date (as defined in the Intercreditor Agreement), the First Priority Representative (including, with respect to any Charged Assets (including the Shares) delivered or held by the Perfection Agent hereunder, for the benefit of the Secured Parties pursuant to Section 2.3(b) of the Intercreditor Agreement) and (ii) thereafter, the Collateral Agent.
Examples of Perfection Agent in a sentence
No amount payable in excess of $2,000,000 in the aggregate to all Grantors under or in connection with any Receivables is evidenced by any Instrument or Chattel Paper which has not been delivered to the Perfection Agent.
All Proceeds received by the Perfection Agent hereunder shall be held by the Perfection Agent in a Collateral Account maintained under its sole dominion and control.
If any amount in excess of $2,000,000 in the aggregate payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, certificated security or Chattel Paper, such Instrument, certificated security or Chattel Paper shall be promptly delivered to the Perfection Agent, duly indorsed in a manner reasonably satisfactory to the Perfection Agent.
If requested by the Issuer, the Perfection Agent will, from time to time, invest amounts on deposit in the Deposit Accounts or Securities Accounts in which the Junior Agent for the benefit of the Secured Parties holds perfected security interest, in Cash Equivalents pursuant to the written instructions of the Issuer.
The Junior Agent (including while acting as Perfection Agent) shall be entitled to refuse to take or refrain from taking any discretionary action or exercise any discretionary powers set forth in this Agreement unless it has received direction of a majority of Junior Noteholders with respect thereto.
More Definitions of Perfection Agent
Perfection Agent means (i) during the effectiveness of the Intercreditor Agreement and prior to the payment in full of the Priority Debt, (x) solely with respect to the Revolving Loan Collateral, the Revolving Loan Agent (including with respect to any Collateral delivered to or held by the Perfection Agent hereunder or under the Senior Debt Security Agreement, in its capacity as bailee for the Trustee, the Senior Noteholders and the Secured Parties under the Intercreditor Agreement) and (y) otherwise, the Senior Debt Collateral Agent (including with respect to any Collateral delivered to or held by the Perfection Agent hereunder, in its capacity as bailee for the Secured Parties under the Intercreditor Agreement) and (ii) otherwise, the Collateral Agent; provided that if at any time either the Revolving Loan Agent or the Senior Debt Collateral Agent fails, following a written request from the Collateral Agent or any Obligor, to take any action permitted to be taken by it as Perfection Agent, then the Collateral Agent has the power to be the Perfection Agent.
Perfection Agent means (i) upon the effectiveness of the Intercreditor Agreement and prior to the Discharge of First Priority Claims, the First Priority Agent (including, with respect to any Collateral delivered to or held by the Perfection Agent hereunder, in its capacity as bailee for the Trustee, the Collateral Agent and the Holders under the Intercreditor Agreement) and (ii) otherwise, the Collateral Agent.
Perfection Agent means (a) prior to the Discharge of First Lien Obligations, the Control Agent (as defined in the Intercreditor Agreement), its successors and assigns and (b) after the Discharge of First Lien Obligations, the Agent. “Perfection Certificate” means the Perfection Certificate dated as of June 9, 2014 executed by the Grantors. “Pledged Note” means with respect to any Grantor, all promissory notes listed on Schedule IV, all Intercompany Notes at any time issued to any Grantor and all other promissory notes issued to or held by any Grantor in excess of $1,000,000 individually (other than promissory notes issued in connection with extensions of trade credit by any Grantor in the ordinary course of business). “Pledged Stock” means the shares of Capital Stock listed on Schedule IV, together with any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the Capital Stock of any Grantor or Subsidiary that may be issued or granted to, or held by, any Grantor while this Agreement is in effect; provided that Pledged Stock shall not include (a) Excluded Equity and (b) to the extent applicable law requires that a Subsidiary of such Grantor issue directors’ qualifying shares, such shares or nominee or other similar shares. “Rental Payments” means rental payments due to any Grantor from the rental of Rental Fleet and Equipment owned by such Person. “Rolling Stock” means all transportation equipment used to transport Rental Fleet and Equipment including all trucks, trailers, tractors, service vehicles, vans, pickup trucks, forklifts, wheel loaders and other mobile equipment and other vehicles, wherever located, which in each case is covered by a certificate of title under applicable state law, other than in each case Rental Fleet and Equipment. “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. “Secured Debt Representative” means (i) in the case of the Loans, the Administrative Agent and (ii) in the c...
Perfection Agent. (i) prior to the Discharge of Senior Lender Claims, the Administrative Agent (including, with respect to any Collateral delivered to or held by the Perfection Agent hereunder, in its capacity as bailee for the Junior Trustee, the Junior Agent and the Junior Noteholders under Section 5.5 of the Intercreditor Agreement), (ii) following the Discharge of Senior Lender Claims but prior to the Discharge of Senior Claims, the Senior Noteholder Collateral Agent (including, with respect to any Collateral delivered to or held by the Perfection Agent hereunder, in its capacity as bailee for the Junior Trustee, the Junior Agent and the Junior Noteholders under Section 5.6 of the Intercreditor Agreement) and (iii) following the Discharge of Senior Claims, the Junior Agent; provided that the Junior Agent may for certain purposes hereunder designate another Person to be the Perfection Agent pursuant to any Collateral Agency Agreement.
Perfection Agent means (i) prior to the Discharge of Senior Lender Claims, the Administrative Agent (including, with respect to any Collateral delivered to or held by the Perfection Agent hereunder, in its capacity as bailee for the Junior Trustee, the Secured Party and the Junior Noteholders under Section 5.5 of the Intercreditor Agreement), (ii) following the Discharge of Senior Lender Claims but prior to the Discharge of Senior Claims, the Senior Noteholder Collateral Agent (as defined in the Intercreditor Agreement) (including, with respect to any Collateral delivered to or held by the Perfection Agent hereunder, in its capacity as bailee for the Junior Trustee, the Agent and the Junior Noteholders under Section 5.6 of the Intercreditor Agreement) and (iii) following the Discharge of Senior Claims, the Secured Party; provided that the Secured Party may for certain purposes hereunder designate another Person to be the Perfection Agent pursuant to any Collateral Agency Agreement.
Perfection Agent means (i) prior to the First Priority Obligations Payment Date, the First Priority Representative (including, with respect to any Collateral delivered or held by the Perfection Agent hereunder, for the benefit of the Secured Parties pursuant to Section 2.3(b) of the Intercreditor Agreement) and (ii) thereafter, the Collateral Agent.
Perfection Agent means (i)(x) during the effectiveness of the Intercreditor Agreement and prior to the payment in full of the Revolving Loan Priority Amount, (y) solely with respect to the Revolving Loan Collateral (other than the Noteholder Collateral), the Revolving Loan Agent (including, with respect to any such Revolving Loan Collateral delivered to or held by the Perfection Agent hereunder, in its capacity as bailee for the Secured Parties under the Intercreditor Agreement) and (ii) otherwise, the Collateral Agent; provided that if at any time the Revolving Loan Agent fails, following a written request from the Collateral Agent or any Obligor, to take any action permitted to be taken by it as Perfection Agent, then the Collateral Agent has the power to be the Perfection Agent.