First Lien Term Agent definition
Examples of First Lien Term Agent in a sentence
Nothing in this Agreement shall be deemed to modify the rights, remedies and obligations as between the First Lien Term Agent and the First Lien Secured Parties, on the one hand, and the Second Lien Term Agent and the Second Lien Term Secured Parties, on the other hand, as set forth in the Term Loan Intercreditor Agreement.
Each Credit Party shall be the sole account holder of each Deposit Account and shall not allow any other Person (other than the Administrative Agent, the First Lien Term Agent, the Second Lien Term Agent and any agent under any First Lien Incremental Equivalent/Refinancing Debt and Second Lien Incremental Equivalent/Refinancing Debt, and the applicable depositary bank) to have control over a Deposit Account or any deposits therein.
Such notice from the Purchasing Incremental Term Loan Secured Parties to the First Lien Term Agent and the Revolving Loan Agent shall be irrevocable.
The ABL Agent and the First Lien Term Agent are parties to that certain ABL Intercreditor Agreement, dated as of August 4, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from to time through the date hereof, the “Original ABL Intercreditor Agreement”), acknowledged and agreed to by the US Borrower, Holdings and the other ABL Credit Parties (as such terms are defined below).
Nothing in this Agreement shall be deemed to modify the rights, remedies and obligations as between the First Lien Term Agent and the First Lien Secured Parties, on the one hand, and any Second Lien Term Agent and any Second Lien Term Secured Parties, on the other hand, as set forth in the Term Loan Intercreditor Agreement.
Except as expressly set forth herein, the ABL Agent, the First Lien Term Agent and the First Lien Notes Agent shall not have any duties or obligations in respect of any of the Collateral, all of such duties and obligations, if any, being subject to and governed by the applicable ABL Documents, First Lien Term Documents or First Lien Notes Documents, as the case may be.
The First Lien Term Agent, the First Lien Notes Agent, and the ABL Agent hereby agree 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 duties or responsibilities of the ABL Agent and each Term Loan/Notes Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral and the Cash Collateral as agent for the other Party for purposes of perfecting the Lien held by the First Lien Term Agent, the First Lien Notes Agent, or the ABL Agent, as applicable.
Each of the ABL Agent (on behalf of the ABL Secured Parties) and the First Lien Term Agent (on behalf of the First Lien Term Secured Parties represented by such First Lien Term Agent) and, by their acknowledgment hereof, the ABL Credit Parties and the Term Credit Parties, desire to agree to the relative priority of Liens on the Collateral and certain other rights, priorities and interests as provided herein.
BANK OF AMERICA, N.A., in its capacity as the ABL Agent By: /s/ R▇▇▇▇ ▇▇▇▇▇▇ Name: R▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President JPMORGAN CHASE BANK, N.A., in its capacity as the First Lien Term Agent By: /s/ J▇▇▇▇ ▇.