Super Priority Agent definition

Super Priority Agent has the meaning assigned to that term in the Recitals to this Agreement.

Super Priority Agent means the agent designated as such under the Intercreditor Agreement and shall initially be the RCF Administrative Agent, together with its successors and permitted assigns in such capacity.

Super Priority Agent means Jefferies Finance LLC or any entity that succeeds Jefferies Finance LLC as administrative agent under the Revolving Credit Agreement in accordance with the terms thereof.

Examples of Super Priority Agent in a sentence

• The Collateral Agent, for itself or on behalf of any such Indenture Claimholders, and the Second Priority Agent, for itself or on behalf of any such Second Lien Claimholders, promptly shall execute and deliver to the Super Priority Agent or such Grantor, without recourse or warranty, such termination statements, releases and other documents as the Super Priority Agent or such Grantor may reasonably request to effectively confirm such release.

• The Borrowers acknowledge and agree that the value of any payments or distributions in cash, property or other assets received by the Collateral Agent or the Indenture Claimholders or by the Second Priority Agent or the Second Lien Claimholders that are paid over to the Super Priority Agent or the Super Priority Claimholders pursuant to this Agreement shall not reduce any of the Indenture Obligations or the Second Lien Obligations, as applicable.

• The duties or responsibilities of the Super Priority Agent under this Section 5.5(a) shall be limited solely to holding the Pledged Collateral as bailee in accordance with this Section 5.5(a) and delivering the Pledged Collateral upon a Discharge of Super Priority Obligations as provided in paragraph (iv) below.

• Until the Discharge of Super Priority Obligations has occurred, if the Collateral Agent or any Indenture Claimholders or the Second Priority Agent or any Second Lien Claimholder shall, at any time, receive any proceeds of any such insurance policy or any such award or payment in contravention of this Agreement, it shall segregate and hold in trust and forthwith pay such proceeds over to the Super Priority Agent in accordance with the terms of Section 4.2.

• In order to effectuate the foregoing, the Super Priority Agent and the Trustee will each calculate, upon the written request of the Second Priority Agent (acting at the direction of one or more Second Lien Claimholders) from time to time, the amount in cash that would be necessary so to purchase the Super Priority Obligations and/or the Indenture Obligations, as the case may be.

More Definitions of Super Priority Agent

Super Priority Agent. “Federal Reserve Board” has the meaning set forth in Section 1.1 of the Existing Credit Agreement. “Fee Letter” means the letter agreement, dated as of the Closing Date, between the Borrower and Compass Bank. “Financial Consultant Retainer Account” means that certain account ending in 6875 at Compass Bank that is in the name of the Borrower and subject to a control agreement in form and substance acceptable to the Super Priority Agent (providing for immediate control over such account). “First Tier Foreign Subsidiary” has the meaning set forth in Section 1.1 of the Existing Credit Agreement. 8 502181848 v5 1205867.00001

Super Priority Agent and any reference to “Lender” therein shall be deemed to be a reference to “Super Priority Lender”. “Foreign Subsidiary” has the meaning set forth in Section 1.1 of the Existing Credit Agreement. “Foreign Super Priority Lender” means (a) if the Borrower is a U.S. Person, a Super Priority Lender that is not a U.S. Person and (b) if the Borrower is not a U.S. Person, a Super Priority Lender that is resident or organized under laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. “FSHCO” has the meaning set forth in Section 1.1 of the Existing Credit Agreement. “Fund” has the meaning set forth in Section 1.1 of the Existing Credit Agreement. “GAAP” has the meaning set forth in Section 1.1 of the Existing Credit Agreement “Governmental Authority” has the meaning set forth in Section 1.1 of the Existing Credit Agreement. “Governmental Payor Program” has the meaning set forth in Section 1.1 of the Existing Credit Agreement. “Guarantee” has the meaning set forth in Section 1.1 of the Existing Credit Agreement. “Guarantor” means each Person identified on Annex C attached hereto and any other Person that guarantees any Obligations from time to time. “Guaranty and Security Agreement” means the Guaranty and Security Agreement dated as of the Closing Date by the Loan Parties in favor of the Super Priority Agent for the benefit of the Secured Parties, as supplemented from time to time by the execution and delivery of joinders and other documents pursuant to Section 6.12 or otherwise. “Hazardous Materials” has the meaning set forth in Section 1.1 of the Existing Credit Agreement. “Health Care Laws” has the meaning set forth in Section 1.1 of the Existing Credit Agreement. “Health Care Permits” has the meaning set forth in Section 1.1 of the Existing Credit Agreement. 9 502181848 v5 1205867.00001

Super Priority Agent and any reference to “Lender” therein shall be deemed to be a reference to “Super Priority Lender”. “Lien” has the meaning set forth in Section 1.1 of the Existing Credit Agreement. “Loan” has the meaning assigned to such term in Section 2.1. 10 502181848 v5 1205867.00001

Super Priority Agent means Compass Bank in its capacity as super priority agent under any of the Super Priority Loan Documents, or any successor super priority agent. “Super Priority Agent’s Office” means the Super Priority Agent’s address as set forth in Section 10.2, or such other address as the Super Priority Agent hereafter may designate by written notice to the Borrower and the Super Priority Lenders. “Super Priority Compliance Certificate” has the meaning set forth in Section 6.2(b). “Super Priority Lender” has the meaning specified in the introductory paragraph hereto. 16 502181848 v5 1205867.00001

Super Priority Agent. (2) the term “Lender” or “Lenders” shall be deemed to be replaced with the term “Super Priority Lender” or “Super Priority Lenders”, as applicable, (3) the term “Loan Document” or “Loan Documents” shall be deemed to 18 502181848 v5 1205867.00001

Super Priority Agent. Compass Bank, as the Super Priority Agent under the Super Priority Credit Agreement 5. Super Priority Credit Agreement: The Super Priority Credit Agreement dated as of May __, 2019, by and among Northstar Healthcare Acquisitions, L.L.C., as Borrower, Nobilis Health Corp., as Parent, Northstar Healthcare Holdings, Inc., as Holdings, the other Loan Parties party thereto, the Super Priority Lenders party thereto, and Compass Bank, as Super Priority Agent (as amended, restated, supplemented or otherwise modified) 6. Assigned Interest: See Schedules attached hereto 7. Trade Date: [______________]3 [Remainder of page intentionally left blank; signature page follows] 3 To be completed if the Assignor and the Assignees intend that the minimum assignment amount is to be determined as of the Trade Date. EXHIBIT D Form of Assignment and Assumption Effective Date: _______________ ___, 20__ [TO BE INSERTED BY THE SUPER PRIORITY AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ____________________________ Name: Title: ASSIGNEES See Schedules attached hereto EXHIBIT D Form of Assignment and Assumption [Consented to and]4 Accepted: COMPASS BANK, as Super Priority Agent By: ______________________ Name: Title: 4 To be added only if the consent of the Super Priority Agent is required by the terms of the Super Priority Credit Agreement. EXHIBIT D Form of Assignment and Assumption SCHEDULE 1 to Assignment and Assumption By its execution of this Schedule, the Assignee identified on the signature block below agrees to the terms set forth in the attached Assignment and Assumption. Assigned Interests: Aggregate Amount of Percentage CUSIP Number Amount of Commitment/ Assigned of 6 Commitment/ Loans Assigned Commitment/ 7 Loans for all Loans Super Priority 5 Lenders $ $ % $ $ % $ $ % 8 [NAME OF ASSIGNEE] [and is an Affiliate/Approved Fund of [identify Lender]9] By:_________________________________ Name: Title: 5 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 6 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 7 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Super PriorityLenders thereunder. 8 Add additiona...

Super Priority Agent means the Administrative Agent as defined in the Super Priority Bridge Credit Agreement.