Non-ABL Priority Collateral definition

Non-ABL Priority Collateral shall have the meaning assigned to such term in the Intercreditor Agreement.

Non-ABL Priority Collateral means, at any time, all the following assets that constitute Collateral, whether now owned or hereafter acquired and wherever located: (a) all real property, related appurtenant rights and Fixtures and interests therein (including both fee and leasehold interests) (x) located outside the United States of America and (y) located in the United States of America if Eligible Real Property is not included in the Borrowing Base at such time; (b) all Equipment; (c) all Intellectual Property (other than any computer programs and any support and information relating thereto that constitute Inventory); (d) all Equity Interests and other Investment Property (other than Investment Property constituting ABL Priority Collateral under clause (d) or (g) of the definition of such term); (e) all Commercial Tort Claims; (f) all insurance policies relating to Non-ABL Priority Collateral, but, for the avoidance of doubt, excluding business interruption insurance and credit insurance with respect to any Accounts; (g) except to the extent constituting ABL Priority Collateral under clause (g) of the definition of such term, all Documents, all General Intangibles, all Instruments and all Letter-of-Credit Rights; (h) all other Collateral not constituting ABL Priority Collateral; (i) all collateral and guarantees given by any other Person with respect to any of the foregoing, and all Supporting Obligations (including Letter-of-Credit Rights) with respect to any of the foregoing; (j) all books and Records to the extent relating to any of the foregoing; and (k) all products and Proceeds of the foregoing. Notwithstanding the foregoing, the term “Non-ABL Priority Collateral” shall not include any assets referred to in clauses (a) through (e) of the definition of the term “ABL Priority Collateral”. Capitalized terms used in this definition but not defined herein have the meanings assigned to them in the Collateral Agreements.

Non-ABL Priority Collateral as defined in the Base Intercreditor Agreement.

Examples of Non-ABL Priority Collateral in a sentence

• Until the Discharge of First Lien Notes Obligations has occurred, the ABL Agent, on behalf of itself and the ABL Secured Parties, agrees not to seek relief from the automatic stay or any other stay in any Insolvency Proceeding in respect of any portion of the Non-ABL Priority Collateral without the First Lien Notes Agent’s express written consent.

• The First Lien Notes 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 Non-ABL Priority Collateral.

• The New Term Loans and the 2025 Notes will have a pari passu first priority perfected security interest in and lien on Domestic Collateral that is Non-ABL Priority Collateral and a third priority perfected security interest in and lien on Domestic Collateral that is ABL Priority Collateral.

• The ABL Collateral Representative and ABL Collateral Secured Parties shall cooperate with the [Cash Flow] Collateral Secured Parties and/or the [Cash Flow] Collateral Representative in connection with any efforts made by the [Cash Flow] Collateral Secured Parties and/or the [Cash Flow] Collateral Representative to sell the Non-ABL Priority Collateral.

• The [Cash Flow] Collateral Representative shall have the sole and exclusive right, as against the ABL Collateral Representative, the [Cash Flow] Agent (other than in its capacity as [Cash Flow] Collateral Representative, if applicable) and any Additional [Cash Flow] Agent (other than in its capacity as [Cash Flow] Collateral Representative, if applicable), to adjust settlement of insurance claims in the event of any covered loss, theft or destruction of Non-ABL Priority Collateral.

More Definitions of Non-ABL Priority Collateral

Non-ABL Priority Collateral means all Collateral that does not constitute ABL Priority Collateral.

Non-ABL Priority Collateral has the meaning assigned to such term in the ABL Credit Agreement.

Non-ABL Priority Collateral means all of the following assets that constitute Collateral, whether now owned or hereafter acquired and wherever located: (a) all Equipment, all real property and interests therein (including both fee and leasehold interests) and all Fixtures; (b) all Intellectual Property (other than any computer programs and any support and information relating thereto that constitute Inventory); (c) all Equity Interests and other Investment Property (other than Investment Property constituting ABL Priority Collateral under clause (d) or (f) of the definition of such term); (d) all Commercial Tort Claims; (e) all insurance policies relating to Non-ABL Priority Collateral, but, for the avoidance of doubt, excluding business interruption insurance and credit insurance with respect to any Accounts; (f) except to the extent constituting ABL Priority Collateral under clause (f) of the definition of such term, all Documents, all General Intangibles, all Instruments and all Letter of Credit Rights; (g) all other Collateral not constituting ABL Priority Collateral; (h) all collateral and guarantees given by any other Person with respect to any of the foregoing, and all Supporting Obligations (including Letter-of-Credit Rights) with respect to any of the foregoing; (i) all books and Records to the extent relating to any of the foregoing; and (j) all products and Proceeds of the foregoing. Notwithstanding the foregoing, the term “Non-ABL Priority Collateral” shall not include any assets referred to in clauses (a) through (e) of the definition of the term “ABL Priority Collateral”. Capitalized terms used in this definition but not defined herein have the meanings assigned to them in the Collateral Agreement.

Non-ABL Priority Collateral means all assets of the Company and the Guarantors constituting Collateral, whether owned on or acquired after the date hereof, and not constituting ABL Priority Collateral, including cash, money, instruments, securities, financial assets and deposit accounts directly received as proceeds of any Non-ABL Priority Collateral.

Non-ABL Priority Collateral means all present and future right, title and interest of the Loan Parties in the following types of assets and property, whether now owned or hereafter acquired, existing or arising and wherever located:

Non-ABL Priority Collateral means all “Cash Flow Priority Collateral” as defined in the ABL Intercreditor Agreement.

Non-ABL Priority Collateral means all Collateral, other than the ABL Priority Collateral, including [all Real Property, Equipment, Intellectual Property and Capital Stock of any direct or indirect Subsidiaries of Holdings, collateral security and guarantees with respect to any Non-ABL Priority Collateral and all cash, Money, Instruments, Securities, Financial Assets and Deposit Accounts directly received as Proceeds of any Non-ABL Priority Collateral]4; provided, however, no Proceeds of Proceeds will constitute Non-ABL Priority Collateral unless such Proceeds of Proceeds would otherwise constitute Non-ABL Priority Collateral or are credited to any Asset Sales Proceeds Account. For the avoidance of doubt, under no circumstance shall Excluded Assets (as defined in the next succeeding sentence) be Non-ABL Priority Collateral. As used in this definition of “Non-ABL Priority Collateral”, the term “Excluded Assets” shall have the meaning provided (x) prior to the Discharge of [Cash Flow] Obligations, in the Original [Cash Flow] Credit Agreement (if the Original [Cash Flow] Credit Agreement is then in effect), or in any other Additional [Cash Flow] Credit Facility then in effect (if the Original [Cash Flow] Credit Agreement is not then in effect) or the [Cash Flow] Collateral Documents relating thereto, and (y) from and after the Discharge of [Cash Flow] Obligations, in the applicable Additional [Cash Flow] Credit Facility then in effect which is designated as applicable for the purposes of this definition or the Additional [Cash Flow] Collateral Documents relating thereto; provided that such definition shall be no more favorable to the [Cash Flow] Agent or the [Cash Flow] Secured Parties than the definition of “Excluded Assets” set forth in the definition of “ABL Priority Collateral” is to the ABL Agent and the ABL Secured Parties.