Controlling Term Agent definition

Controlling Term Agent means (i) Credit Suisse AG, Cayman Islands Branch or any successor or assign thereto under the Term Credit Agreement or (ii) any Term Class Debt Representative which is a Term Agent hereunder pursuant to Section 7.20 hereof and which has been designated by not less than three (3) Business Days prior written notice to the ABL Agent from the Company and the then Controlling Term Agent hereunder as the Controlling Term Agent hereunder.
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Controlling Term Agent means (i) at any time prior to the Discharge of First Lien Term Obligations, the “Designated First Priority Representative” (as such term is defined in the Term Loan Intercreditor Agreement) and (ii) after the Discharge of First Lien Term Obligations has occurred and the ABL Agent has received written notice thereof from the Borrower and the “Designated Second Priority Representative” (as such term is defined in the Term Loan Intercreditor Agreement), such Designated Second Priority Representative.
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Controlling Term Agent means (a) at any time prior to the Discharge of First Lien Term Obligations, (i) if the First Lien Term Credit Agreement Obligations are the only outstanding First Lien Term Obligations at such time, the First Lien Term Agent and (ii) if the Term Loan Intercreditor Agreement has been entered into and remains in effect at such time, the “Designated First Priority Representative” (as such term is defined in the Term Loan Intercreditor Agreement) and (b) after the Discharge of First Lien Term Obligations has occurred and the ABL Agent has received written notice thereof from the Lead Borrower and the #94592040v2 EXHIBIT F “Designated Second Priority Representative” (as such term is defined in the Term Loan Intercreditor Agreement), such Designated Second Priority Representative.
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Examples of Controlling Term Agent in a sentence

  • The Controlling Term Agent shall have the sole and exclusive right, as against the ABL Agent, to adjust settlement of insurance claims in the event of any covered loss, theft or destruction of Term Priority Collateral.

  • The Controlling Term Agent is hereby authorized to make any such endorsements as agent for the ABL Agent or any such other ABL Secured Parties.

  • Upon the Discharge of ABL Obligations, the ABL Agent shall deliver to the Controlling Term Agent or shall execute such documents as the Controlling Term Agent may reasonably request to enable such Term Agent to have control over any Control Collateral still in the ABL Agent’s possession, custody, or control in the same form as received with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct.

  • Any proceeds of such insurance received by the ABL Agent or the Controlling Agent, as the case may be, in contravention of this Section 3.4 shall be paid over to the ABL Agent or the Controlling Term Agent, as the case may be, in accordance with Section 3.9 hereof.

  • All proceeds of such insurance shall be remitted to the ABL Agent or the Controlling Term Agent, as the case may be, and each Term Agent and the ABL Agent shall cooperate (if necessary) in a reasonable manner in effecting the payment of insurance proceeds in accordance with Section 4.1 hereof.

  • All proceeds of such insurance shall be remitted to the ABL Agent or the Controlling Term Agent, as the case may be, and each of the Term Agents and ABL Agent shall cooperate (if necessary) in a reasonable manner in effecting the payment of insurance proceeds in accordance with Section 4.1 hereof.

  • The ABL Agent and the Controlling Term Agent shall each be named as additional insured or loss payee, as applicable, with respect to all insurance policies relating to the Collateral as set forth in the Term Credit Agreement, any Additional Term Debt Agreement or the ABL Credit Agreement, as applicable.

  • The parties party hereto hereby acknowledge that the Controlling Collateral Agent (as defined below) shall be the initial Controlling Term Agent (as defined in the ABL Intercreditor Agreement) under the ABL Intercreditor Agreement.

  • Upon the Discharge of ABL Obligations, the ABL Agent shall deliver to the Controlling Term Agent or shall execute such documents as the Controlling Term Agent may reasonably request (at the expense of the Term Borrower) to enable the Controlling Term Agent to have control over any Control Collateral still in the ABL Agent’s possession, custody, or control in the same form as received with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct.

  • The duties or responsibilities of the ABL Agent and the Controlling Term Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral as agent for the other Party for purposes of perfecting the Lien held by the Controlling Term Agent or the ABL Agent, as applicable.


More Definitions of Controlling Term Agent

Controlling Term Agent means (i) for so long as there is only one Series of Term Debt, the Term Agent for such Series, (ii) at any time when there is more than one Series of First Lien Term Debt, the “Applicable Collateral Agent” (or any comparable term) , as such term is defined in the Pari Passu First Lien Intercreditor Agreement, as designated by such Term Agent in a notice to the ABL Agent, (iii) at any time when Term Debt consists of only one Series of Second Lien Term Debt, the Term Agent for such Series, and (iv) at any time when Term Debt consists solely of two or more Series of Second Lien Term Debt, the Term Agent designated by all then existing Term Agents in a notice to the ABL Agent.
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Controlling Term Agent means (i) so long as no Additional Term Debt is outstanding, the Original Term Agent, and (ii) thereafter, the Controlling Collateral Agent, as defined in the Pari Passu Intercreditor Agreement and designated in a notice to the Borrower and the ABL Agent; provided, however, that the failure to give such notice shall not affect the validity of this definition and the rights related thereto.
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Controlling Term Agent means (i) any time prior to the Discharge of Term Obligations under the Initial Term Loan Agreement, the Initial Term Agent, and (ii) thereafter (x) at any time when there is only one series of Additional Pari Passu Term Obligations, the Term Agent for such series of Additional Pari Passu Term Obligations and (y) at any time when there is more than one series of Additional Pari Passu Term Obligations, the Additional Pari Passu Term Agent of the series of Additional Pari Passu Term Obligations that constitutes the largest outstanding principal amount of any then outstanding Series of Additional Pari Passu Term Obligations.
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Controlling Term Agent means (i) for so long as there is only one Series of Term Debt, the Term Agent for such Series, (ii) at any time when there is more than one Series of First Lien Term Debt, the “Applicable Collateral Agent”, as such term is defined in the Pari Passu First Lien Intercreditor Agreement, as designated by such Term Agent in a notice to the ABL Agent, (iii) at any time when Term Debt consists of only one Series of Second Lien Term Debt, the Term Agent for such Series, and (iv) at any time when Term Debt consists solely of two or more Series of Second Lien Term Debt, the Term Agent designated by all then existing Term Agents in a notice to the ABL Agent.
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Related to Controlling Term Agent

  • 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).

  • Controlling Noteholder means as of any date of determination the holder or holders of a majority of the Lead Securitization Note. At any time the Lead Securitization Note is the Controlling Noteholder and is included in the Lead Securitization, references to the “Controlling Noteholder” herein shall mean the holders of the majority of the class of securities issued in the Lead Securitization designated as the “controlling class” (or such lesser amount as permitted under the terms of the Servicing Agreement) or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Noteholder” hereunder, as and to the extent provided in the Servicing Agreement.

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

  • Controlling Note Holder herein shall mean the holders of the majority of the class of securities issued in such Securitization designated as the “controlling class” or any other party that is assigned the rights to exercise the rights of the “Controlling Note Holder” hereunder, as and to the extent provided in the related Securitization Servicing Agreement; provided that for so long as 50% or more of the Controlling Note is held by (or the party assigned the rights to exercise the rights of the “Controlling Note Holder” (as described above) is) the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, the Controlling Note (and such party assigned the rights to exercise the rights of the “Controlling Note Holder” as described above) shall not be entitled to exercise any rights of the Controlling Note Holder, and there shall be deemed to be no Controlling Note Holder hereunder. If the Controlling Note is included in a Securitization, the related Securitization Servicing Agreement may contain additional limitations on the rights of the designated party entitled to exercise the rights of the “Controlling Note Holder” hereunder if such designated party is the Mortgage Loan Borrower or if it has certain relationships with the Mortgage Loan Borrower.

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

  • Controlling Affiliate means an Affiliate that directly or indirectly Controls the Hotel and/or Controls the entity that Controls the Hotel.

  • Controlling Person With respect to any Person, any other Person who “controls” such Person within the meaning of the Securities Act.

  • Controlling Holder means, as of any date of determination:

  • Controlling Class Representative shall have the meaning assigned to the term “Directing Certificateholder” in the Lead Securitization Servicing Agreement.

  • Class Representative means the named Plaintiff in the operative complaint in the Action seeking Court approval to serve as a Class Representative.

  • Class Representative Service Payment means the payment to the Class Representative for initiating the Action and providing services in support of the Action.

  • Controlling Note means Note A-1.

  • Lead Securitization Controlling Class Representative means the “Controlling Class Representative” as defined in the Lead Securitization Servicing Agreement.

  • Non-Controlling Noteholder means each Noteholder other than the Controlling Noteholder; provided that, if at any time a Non-Controlling Note (or, at any time a Non-Lead Securitization Note is included in a Securitization, the Non-Lead Securitization Subordinate Class Representative) is held by the Mortgage Loan Borrower or a Mortgage Loan Borrower Related Party, no Person shall be entitled to exercise the rights of such Non-Controlling Noteholder with respect to such Non-Controlling Note.

  • Non-Controlling Note Holder Representative shall have the meaning assigned to such term in Section 6(c).

  • Controlling Entity means an entity which owns, directly or indirectly through one or more intermediaries, (i) a general partnership interest or a Controlling Interest of the limited partnership interests in Borrower (if Borrower is a partnership or joint venture), (ii) a manager's interest in Borrower or a Controlling Interest of the ownership or membership interests in Borrower (if Borrower is a limited liability company), (iii) a Controlling Interest of any class of voting stock of Borrower (if Borrower is a corporation), (iv) a trustee's interest or a Controlling Interest of the beneficial interests in Borrower (if Borrower is a trust), or (v) a managing partner's interest or a Controlling Interest of the partnership interests in Borrower (if Borrower is a limited liability partnership).

  • Non-Lead Securitization Subordinate Class Representative means the holders of the majority of the class of securities issued in a Non-Lead Securitization designated as the “controlling class” pursuant to the related Non-Lead Securitization Servicing Agreement or their duly appointed representative; provided that if 50% or more of the class of securities issued in any Non-Lead Securitization designated as the “controlling class” or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Noteholder” is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, no person shall be entitled to exercise the rights of the related Non-Lead Securitization Subordinate Class Representative.

  • Lead Securitization Subordinate Class Representative means the “Controlling Class Representative” as defined in the Lead Securitization Servicing Agreement or such other analogous term used in the Lead Securitization Servicing Agreement.

  • Controlling Secured Parties means, with respect to any Shared Collateral, the Series of First Lien Secured Parties whose Authorized Representative is the Applicable Authorized Representative for such Shared Collateral.

  • under common control with means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, as general partner or managing member, by Contract or otherwise, including the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.

  • Non-Controlling Note Holder herein shall mean the “Directing Certificateholder” or any other party assigned the rights to exercise the rights of such “Non-Controlling Note Holder” hereunder, as and to the extent provided in the related Securitization Servicing Agreement and as to the identity of which the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer) has been given written notice; provided that for so long as 50% or more of any Non-Controlling Note is held by (or the majority “controlling class” holder or other party assigned the rights to exercise the rights of such “Non-Controlling Note Holder” (as described above) is) the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, such Non-Controlling Note (and the majority “controlling class” holder or other party assigned the rights to exercise the rights of such “Non-Controlling Note Holder” as described above) shall not be entitled to exercise any rights of such Non-Controlling Note Holder, and there shall be deemed to be no Non-Controlling Note Holder hereunder with respect to such Non-Controlling Note. The Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall not be required at any time to deal with more than one party in respect of any Note that is exercising the rights of a “Non-Controlling Note Holder” herein or under the Lead Securitization Servicing Agreement and (x) to the extent that the related Securitization Servicing Agreement assigns such rights to more than one party or (y) to the extent any Note is split into two or more New Notes pursuant to Section 32, for purposes of this Agreement, the applicable Securitization Servicing Agreement or the holders of such New Notes shall designate one party to deal with the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) and provide written notice of such designation to the Lead Securitization Note Holder (and the Master Servicer and the Special Servicer acting on its behalf); provided that, in the absence of such designation and notice, the Lead Securitization Note Holder (or the Master Servicer or the Special Servicer acting on its behalf) shall be entitled to treat the last party as to which it has received written notice as having been designated as a Non-Controlling Note Holder, as a Non-Controlling Note Holder under this Agreement. If the Non-Controlling Note is included in a Securitization, the related Securitization Servicing Agreement may contain additional limitations on the rights of the designated party entitled to exercise the rights of the “Non-Controlling Note Holder” hereunder if such designated party is the Mortgage Loan Borrower or if it has certain relationships with the Mortgage Loan Borrower.

  • Class Representatives means Xxxx X. Xxxxx, Xxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx, Xxxxxxxx X. Xxxxx, Xxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxx, and Xxxx Xxxxx.

  • Directing Holder means the Holder of Note A-1 or, if Note A-1 is included in a Securitization, the holders of Certificates issued in connection with such Securitization representing the specified interest in the class of Certificates designated as the “Controlling Class” or the duly appointed representative of the holders of such Certificates or such other party that the Note A-1 Holder grants the right to exercise the rights granted to the Directing Holder in this Agreement; provided, that no Borrower Party shall be entitled to act as Directing Holder.