Term Facility First Priority Collateral definition
Examples of Term Facility First Priority Collateral in a sentence
To the extent that any Capital Stock included in the Collateral is or becomes a Certificated Security, the Grantor shall promptly deliver such certificates evidencing such Pledged Securities to the Collateral Agent (or, prior to the Discharge of Term Priority Claims and with respect to the Term Facility First Priority Collateral, to the Term Collateral Agent, as gratuitous bailee) together with stock powers or indorsements thereof.
Until the Discharge of Term Priority Claims has occurred, the ABL Agent, on behalf of itself and each ABL Lender, agrees that none of them shall seek relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding in respect of the Term Facility First Priority Collateral, without the prior written consent of the Designated Term Loan Agent.
So long as the Discharge of Term Priority Claims has not occurred, the ABL Agent, on behalf of itself and each ABL Lender, agrees that it will not take or receive any Term Facility First Priority Collateral or any proceeds of Term Facility First Priority Collateral in connection with the Exercise of Any Secured Creditor Remedies (including setoff or recoupment) with respect to any Term Facility First Priority Collateral.
The Security Interest is and shall be prior to any other Lien on any of the Article 9 Collateral, other than Liens expressly permitted pursuant to Section 6.02 of the ABL Credit Agreement or the other Loan Documents that have priority as a matter of law and Liens in respect of the Term Facility First Priority Collateral under the Term Loan Documents.
Except as otherwise specifically provided herein (including Sections 3.1 and 4), until the Discharge of Term Priority Claims has occurred, each Term Loan Agent shall be entitled to deal with the Pledged Collateral constituting Term Facility First Priority Collateral in accordance with the terms of the Term Loan Documents as if the Liens under the ABL Collateral Documents did not exist.
Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the ABL Agent or the ABL Lenders may have with respect to the ABL Facility First Priority Collateral, or any rights or remedies the Term Loan Agents or the Term Loan Lenders may have with respect to the Term Facility First Priority Collateral.
The ABL Agent and the ABL Lenders jointly and severally agree to pay, indemnify and hold each Term Loan Agent, the Term Loan Lenders and their respective officers, directors, employees and agents harmless from and against any liability, cost, expense, loss or damages, including legal fees and expenses, resulting from the gross negligence or willful misconduct of the ABL Agent or any of its agents, representatives or invitees in its or their operation of such Term Facility First Priority Collateral.
Upon such Discharge of Term Priority Claims, each Term Loan Agent further agrees to take all other action reasonably requested by the ABL Agent at the expense of the ABL Agent or the Borrower in connection with the ABL Agent obtaining a first-priority interest in the Term Facility First Priority Collateral.
Upon delivery to the ABL Agent of a notice from the Designated Term Loan Agent stating that any release of Liens securing or supporting the Term Loan Priority Claims on any Term Facility First Priority Collateral has become effective (or shall become effective upon the ABL Agent’s release), the ABL Agent will promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms at the expense of the Borrower.
In exercising rights and remedies with respect to the Term Facility First Priority Collateral, the Term Loan Agents and the Term Loan Lenders may enforce the provisions of the Term Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion.