Perfected First Lien definition
Perfected First Lien any perfected, first priority Lien or security interest (or its substantial equivalent under applicable Laws) granted by a Loan Party pursuant to a Security Document in favor of the Collateral Agent, for the ratable benefit of the Secured Parties; provided that, in the case of inventory that is not located in the United States or contracts, Accounts Receivable or Payment Intangibles not governed by Laws of the United States of America or any state or political subdivision thereof, the validity and, if customarily available, priority of such Lien shall be confirmed by an opinion of special local counsel, the form and substance of which shall be customary and reasonably satisfactory to the Collateral Agent.
Perfected First Lien any perfected, first priority Lien or security interest (or its substantial equivalent under applicable Laws) granted by a Loan Party pursuant to a Security Document in favor of the Collateral Agent, for the ratable benefit of the Secured Parties.
Perfected First Lien any perfected, first priority Lien or security interest (or its substantial equivalent under applicable Laws) granted by a Loan Party pursuant to a Security Document in favor of the Administrative Agent, for the ratable benefit of the Secured Parties; provided that, in the case of inventory that is not located in the United States or contracts, Accounts Receivable or Payment Intangibles not governed by Laws of the United States of America or any state or political subdivision thereof, the validity and, if customarily available, priority of such Lien shall be confirmed by an opinion of special local counsel, the form and substance of which shall be customary and reasonably satisfactory to the Administrative Agent; provided further that no Lien or security interest (or its substantial equivalent under applicable Laws) granted by a Loan Party pursuant to a Security Document shall constitute a Perfected First Lien, unless it secures all Obligations, including U.S. Obligations, except that on or prior to the ULC Conversion (but in no event later than one Business Day following the Restatement Effective Date), assets of Kildair (but not of any Subsidiary of Kildair) that secure all Obligations other than U.S. Obligations shall be deemed to be subject to a Perfected First Lien solely for purposes of calculating the Kildair Borrowing Base (and references therein to the component definitions of the Kildair Borrowing Base) in an amount not to exceed any Working Capital Facility Loans made to Kildair.
Examples of Perfected First Lien in a sentence
Pursuant to and in accordance with Section 5(f) of the Security Agreement, notify each Account Debtor of the Perfected First Lien of the Collateral Agent, and instruct each Account Debtor of an Account Receivable to make all payments to the Borrower in respect of such Account Receivable to a Controlled Account, without offset, defense or counterclaim of any kind, nature or description whatsoever.
Thereafter, Borrower shall be required to modify, supplement or amend any applicable Perfected First Lien upon each incremental acquisition by Borrower, in one or more transactions, of property in the applicable jurisdiction having an aggregate value which exceeds $250,000 in any 12-month period beginning on the Effective Date or any anniversary thereof.
More Definitions of Perfected First Lien
Perfected First Lien any perfected, first priority Lien or security interest (or its substantial equivalent under applicable Laws) granted by a Loan Party pursuant to a Security Document in favor of the Collateral Agent, for the ratable benefit of the Secured Parties; provided that, in the case of inventory that is not located in the United States or contracts, Accounts Receivable or Payment Intangibles not governed by Laws of the United States of America or any state or political subdivision thereof, the validity and priority of such Lien shall be confirmed by an opinion of special local counsel, the form and substance of which shall be reasonably satisfactory to the Administrative Agent.
Perfected First Lien any perfected, first priority Lien or security interest (or its substantial equivalent under applicable Laws) granted by a Loan Party pursuant to a Security Document in favor of the Administrative Agent, for the ratable benefit of the Secured Parties; provided that, in the case of inventory that is not located in the United States or contracts, Forward Contracts, Accounts Receivable or Payment Intangibles not governed by Laws of the United States of America or any state or political subdivision thereof, the validity and, if customarily available, priority of such Lien shall be confirmed by an opinion of special local counsel, the form and substance of which shall be customary and reasonably satisfactory to the Administrative Agent; provided further that no Lien or security interest (or its substantial equivalent under applicable Laws) granted by a Loan Party pursuant to a Security Document shall constitute a Perfected First Lien unless it secures all Obligations, including U.S. Obligations. “Perfection Certificate”: the Perfection Certificate to be executed and delivered by the Loan Parties, substantially in the form of Exhibit Q. USActive 56005294.156005294.9 -87-
Perfected First Lien any perfected, first priority Lien granted by the Borrower pursuant to a Security Document in favor of the Collateral Agent, for the ratable benefit of the Secured Parties; provided that, in the case of inventory that is not located in the United States of America or contracts, Accounts Receivable or Payment Intangibles not governed by Laws of the United States of America or any state or political subdivision thereof, the validity and priority of such Lien shall be confirmed by an opinion of special local counsel, the form and substance of which shall be reasonably satisfactory to the Collateral Agent.
Perfected First Lien any perfected, first priority Lien or security interest (or its substantial equivalent under applicable Laws) granted by a Loan Party pursuant to a Security Document in favor of the Administrative Agent, for the ratable benefit of the Secured Parties; provided that, in the case of inventory that is not located in the United States or contracts, Forward Contracts, Accounts Receivable or Payment Intangibles not governed by Laws of the United States of America or any state or political subdivision thereof, the validity and, if customarily available, priority of such Lien shall be confirmed by an opinion of special local counsel, the form and substance of which shall be customary and reasonably satisfactory to the Administrative Agent; provided further that no Lien or security interest (or its substantial equivalent under applicable Laws) granted by a Loan Party pursuant to a Security Document shall constitute a Perfected First Lien unless it secures all Obligations, including U.S. Obligations. “Perfection Certificate”: the Perfection Certificate to be executed and delivered by the Loan Parties, substantially in the form of Exhibit Q. “Performance Letter of Credit”: a standby Working Capital Facility Letter of Credit or a standby Acquisition Facility Letter of Credit, in each case, issued to support bonding, swap transaction, performance, transportation and tariff requirements relating to Eligible Commodities (other than the obligation to pay for the purchase of Eligible Commodities) that is (a) initially issued with a maximum tenor of less than one (1) year or (b) an Auto-Renewal Letter of Credit. “Periodic Term SOFR Determination Day”: as defined in the definition of “Term SOFR” in this Section 1.1. “Permitted Borrowing Base Liens”: (a) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlords’, or other similar Liens arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings or which have been bonded over or otherwise adequately secured against, (b) Permitted Cash Management Liens, (c) Liens created pursuant to the Security Documents and the other Loan Documents (provided, that such permitted Liens shall not include any Liens purported to be granted to any commodity intermediary on assets other than assets credited to a Controlled Account maintained with such commodity intermediary or such Controlled Account as a result of the inc...
Perfected First Lien any perfected, first priority Lien or security interest (or its substantial equivalent under applicable Laws) granted by the Borrower pursuant to a Security Document in favor of the Collateral Trustee, for the ratable benefit of the Lenders and the Administrative Agent, subject to the Crest Permitted Lien to the extent provided in the Collateral Trust Agreement; provided that, in the case of inventory that is not located in the U.S. or contracts, Accounts Receivable or Payment Intangibles not governed by Laws of the United States of America or any state or political subdivision thereof, the validity and priority of such Lien shall be confirmed by an opinion of special local counsel, the form and substance of which shall be reasonably satisfactory to the Collateral Trustee.
Perfected First Lien is defined in Section 6.22.