Designated First Priority Representative definition

Designated First Priority Representative means (i) if at any time there is only one Series of First Priority Obligations then extant, the First Priority Representative for the First Priority Secured Parties in such Series and (ii) at any time when clause (i) does not apply, the “Applicable Authorized Representative” (as defined in the First Priority Pari Passu Intercreditor Agreement) at such time.
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Designated First Priority Representative means the Controlling Collateral Agent as defined in and determined in accordance with the First Lien Pari Passu Intercreditor Agreement.
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Designated First Priority Representative means (i) prior to the Discharge of First Lien Credit Agreement Obligations, the First Lien Collateral Agent and (ii) at any time when clause (i) does not apply, the First Priority Representative designated as such in a written notice from all First Priority Representatives party hereto at such time. The Designated Second Priority Representative may treat the First Lien Collateral Agent as the Designated First Priority Representative until such time as it receives written notice from the First Lien Collateral Agent that it was replaced as Designated First Priority Representative.
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Examples of Designated First Priority Representative in a sentence

  • To the extent that any Second Priority Representative or any Second Priority Secured Party has or acquires rights under Section 363 or Section 364 of the Bankruptcy Code with respect to any of the Common Collateral, the Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties not to assert any of such rights without the prior written consent of the Designated First Priority Representative unless expressly permitted to do so hereunder.

  • Each Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties represented by it, agrees that except as expressly set forth in this Section none of them shall seek or accept adequate protection with respect to their interests in the Common Collateral or any payments of post-petition interest, expenses or other amounts in respect of the Second Priority Obligations, in each case, without the prior written consent of the Designated First Priority Representative.

  • Notwithstanding the foregoing, the right of the Designated First Priority Representative and the other First Priority Secured Parties to object to such DIP Financing for any reason is expressly preserved.

  • Each Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties represented by it, hereby acknowledges and agrees to turn over to the Designated First Priority Representative amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of the preceding sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Priority Secured Parties.

  • The Designated First Priority Representative is hereby authorized by the Second Priority Representative and the Third Priority Representative to make any such endorsements as agent for the Second Priority Representative, any other Second Priority Secured Party, the Third Priority Representative or any other Third Priority Secured Party, as applicable.

  • Until the Discharge of First Priority Obligations has occurred, if the Second Priority Representative, any other Second Priority Secured Party, the Third Priority Representative or any other Third Priority Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award in contravention of this Agreement, it shall pay such proceeds over to the Designated First Priority Representative in accordance with the terms of Section 4.02.

  • To the extent provided in the applicable First Priority Documents or Second Priority Documents, as the case may be, all proceeds of such insurance shall be remitted to the Designated First Priority Representative or the Designated Second Priority Representative, as the case may be, and each of the Second Priority Representatives and First Priority Representatives shall cooperate (if necessary) in a reasonable manner in effecting the payment of insurance proceeds in accordance with Section 4.1.

  • In exercising rights and remedies with respect to the First Priority Collateral, the Designated First Priority Representative may enforce the provisions of the First Priority Debt Documents and exercise remedies thereunder, all in such order and in such manner as it may determine in the exercise of its sole discretion.

  • The Second Priority Representative (or the Designated First Priority Representative) has no obligations to follow instructions from the Third Priority Representative or any other Third Priority Secured Party in contravention of this Agreement.

  • Such exercise and enforcement shall include the rights of the Designated First Priority Representative to sell or otherwise dispose of Shared Collateral upon foreclosure, to incur expenses in connection with such sale or disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction.


More Definitions of Designated First Priority Representative

Designated First Priority Representative means (a) if at any time there is only one First Priority Debt Facility with respect to which the Discharge of First Priority Debt Obligations has not occurred, the Representative with respect to such First Priority Debt Facility, and (b) at any time when clause (a) does not apply, the Applicable Authorized First Priority Representative at such time.
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Designated First Priority Representative means (i) at any time there is only one First-Priority Representative with respect to which the Discharge of First-Priority Obligations has not occurred, such First-Priority Representative or (ii) otherwise, the Controlling Authorized Representative (as defined in the First Lien Intercreditor Agreement) at such time. As of the date hereof, the Credit Facility Agent is the Designated First-Priority Representative. If any Person other than the Credit Facility Agent becomes the Designated First-Priority Representative following the Closing Date, such other Person shall provide written notice thereof to each Second-Priority Representative hereunder.
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Designated First Priority Representative means (i) the First Lien Collateral Agent, so long as there is no Other First-Priority Representative under this Agreement and (ii) at any time when clause (i) does not apply, the “Applicable Authorized Representative” (or comparable term, as defined in the applicable pari passu intercreditor agreement) at such time. The Designated Second-Priority Representative may treat the First Lien Collateral Agent as the Designated First-Priority Representative until such time as it receives written notice from the First Lien Collateral Agent that it was replaced as Designated-First Priority Representative.
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Designated First Priority Representative has the meaning set forth in the Multi-Lien Intercreditor Agreement.
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Related to Designated First Priority Representative

  • Second Priority Representative means (i) in the case of the Initial Second Priority Debt Facility covered hereby, the Initial Second Priority Representative and (ii) in the case of any Second Priority Debt Facility and the Second Priority Debt Parties thereunder the trustee, administrative agent, collateral agent, security agent or similar agent under such Second Priority Debt Facility that is named as the Representative in respect of such Second Priority Debt Facility in the applicable Joinder Agreement.

  • Designated Senior Representative means (i) if at any time there is only one Senior Representative for a Senior Facility with respect to which the Discharge of Senior Obligations has not occurred, such Senior Representative and (ii) at any time when clause (i) does not apply, the Controlling Collateral Agent (as defined in the First Lien Intercreditor Agreement) at such time.

  • City Representative means the City Manager or his or her designee as evidenced by a written certificate furnished to the Developer containing the specimen signature of such person or persons and signed by the City Manager.

  • Second Lien Agent means the administrative agent under the Second Lien Credit Agreement.

  • Senior Representative means, with respect to any series of 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.