Second Lien Controlling Agent definition

Second Lien Controlling Agent means (a) at any time that there is only one Second Lien Debt Facility, the Second Lien Agent for such Second Lien Debt Facility and (b) at any time when clause (a) does not apply, the Second Lien Agent authorized to act as the “Applicable Authorized Representative” (as such term or similar defined term is defined in the Second Lien Parity Intercreditor Agreement) so long as such Second Lien Agent is or becomes a party hereto. Whenever any Second Lien Agent other than the Second Lien Indenture Agent becomes the Second Lien Controlling Agent, it shall send a written notice of such replacement to the First Lien Controlling Agent; provided that, until such time as such notice is received by the First Lien Controlling Agent, each First Lien Agent may treat the Second Lien Indenture Agent as the Second Lien Controlling Agent.
Second Lien Controlling Agent has the meaning assigned to such term in the Term Loan Intercreditor Agreement.

Examples of Second Lien Controlling Agent in a sentence

  • Upon the Discharge of First Lien Obligations, the First Lien Controlling Agent shall deliver to the Second Lien Controlling Agent or shall execute such documents as the Second Lien Controlling Agent may reasonably request to enable the Second Lien Controlling Agent to have control over any Control Collateral still in the First Lien Controlling 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 Second Lien Controlling Agent and the other Second Lien Secured Parties may, in accordance with the terms of the Second Lien Documents and applicable law, enforce all rights and exercise remedies against the Borrower and any other Credit Party as unsecured creditors; provided that no such action is otherwise in breach of or inconsistent with the terms of this Agreement.

  • All Collateral and all Proceeds received by any First Lien Agent after the Discharge of First Lien Obligations has occurred shall be segregated and held in trust and forthwith paid over to the Second Lien Controlling Agent in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct for application to the payment of the Second Lien Obligations in accordance with the Second Lien Documents.

  • Subject to the terms of this Agreement, the Second Lien Controlling Agent may make such demands or file such claims in respect of the Second Lien Obligations as it reasonably deems necessary to prevent the waiver or bar of such claims under applicable statutes of limitations or other statutes, court orders or rules of procedure at any time.

  • The Second Lien Controlling Agent is hereby authorized to make any such endorsements as agent for the First Lien Agent or any such First Lien Secured Parties.

  • In exercising remedies permitted by this Agreement, whether as a secured creditor or otherwise, the Second Lien Controlling Agent shall have no obligation or liability to any First Lien Agent or to any First Lien Secured Party regarding the adequacy of any Proceeds or for any action or omission, except solely for an action or omission that breaches the express obligations undertaken by the Second Lien Collateral Agent under the terms of this Agreement.

Related to Second Lien Controlling Agent

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

  • Second Lien Collateral Agent means the “Collateral Agent” as defined in the Second Lien Credit Agreement.

  • Second Lien Agent means the “Agent” under and as defined in the Second Lien Credit Agreement.

  • First Lien Collateral Agent means the “Collateral Agent” as defined in the First Lien Credit Agreement.

  • 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).

  • Second Lien Noteholders means the registered holders, from time to time, of the Second Lien Notes, as determined in accordance with the relevant Second Lien Notes Indenture.

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

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

  • 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.

  • 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.

  • Second Lien Collateral means all of the assets and property of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted as security for any Second Lien Obligations.

  • Non-Lead Securitization Noteholder Representative shall have the meaning assigned to such term in the definition of “Non-Lead Securitization Noteholder”.

  • 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.

  • Depositor Affiliate has the meaning specified in Section 4.9.

  • Second Lien Collateral Documents means the “Security Documents” or “Collateral Documents” (as defined in the applicable Second Lien Documents) and any other agreement, document or instrument pursuant to which a Lien is granted securing any Second Lien Obligations or pursuant to which any such Lien is perfected.

  • 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.

  • Second Lien Notes Trustee “Second Lien Noteholder”, “High Yield Agent”, “HY Borrower”, “High Yield Creditor”, “High Yield Lender”, “Unsecured Agent”, “Unsecured Lender”, “Security Agent”, “Security Grantor”, “Senior Agent”, “Senior Arranger”, “Senior Borrower”, “Senior Creditor”, “Senior Guarantor”, “Senior Lender”, “Senior Secured Notes Guarantor”, “Senior Secured Notes Issuer”, “Senior Secured Notes Trustee”, “Senior Secured Noteholder”, “Subordinated Creditor”, “Permitted Affiliate Parent”, the “Company” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees and, in the case of the Security Agent, any person for the time being appointed as Security Agent or Security Agents in accordance with this Agreement;

  • 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).

  • 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 Applicable Authorized Representative (as defined in the First Lien Intercreditor Agreement) at such time.

  • ABL Agent means Bank of America, N.A., in its capacity as administrative agent and collateral agent under the ABL Facility Documentation, or any successor agent or under the ABL Facility Documentation.

  • First Lien Collateral means all of the assets and property of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted as security for any First Lien Obligations.

  • First Lien Agent has the meaning given to such term in the Intercreditor Agreement.

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

  • Priority Lien Cap means $1,950.0 million.

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