Priority Representative definition

Priority Representative means (i) with respect to Stanwell, the First Creditor Representative, (ii) with respect to the Third Creditor, each First Creditor Representative and Stanwell, and (iii) with respect to the Fourth Creditor, each First Creditor Representative, Stanwell and the Third Creditor.
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Priority Representative means (a) prior to the First Priority Obligations Payment Date, the First Priority Representative and (b) at all other times, the Collateral Trustee.
Sample 1
Priority Representative means (a) in the case of Indebtedness owing to lenders under the Credit Agreement, the administrative agent under the Credit Agreement and all Priority Cash Management Obligations and Priority Hedging Obligations constituting secured obligations under the Credit Agreement, (b) in the case of certain Priority Hedging Obligations or Priority Cash Management Obligations which are not secured obligations under the Credit Agreement, the financial institution or other counterparty which is owed such Priority Hedging Obligations or Priority Cash Management Obligations and that executes and delivers a Collateral Agent Agreement Xxxxxxx, and (c) in the case of any other Series of Priority Debt, the agent or trustee who maintains the transfer register (or functional equivalent) for such Series of Priority Debt and is appointed as a representative of such Series of Priority Debt (for purposes related to the administration of the applicable Collateral Documents) pursuant to the indenture, credit agreement or other agreement governing such Series of Priority Debt and that executes and delivers a Collateral Agent Agreement Joinder.
Sample 1

Examples of Priority Representative in a sentence

  • Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, hereby waives any rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of Senior Obligations has occurred.

  • The execution and delivery of such instrument shall not require the consent of any other party hereunder, and will be acknowledged by the Designated Second Priority Representative and the Designated Senior Representative.

  • Upon the Discharge of Senior Obligations, each applicable Senior Representative shall deliver promptly to the Designated Second Priority Representative any Shared Collateral or Proceeds thereof held by it in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct, to be applied by the Designated Second Priority Representative to the Second Priority Debt Obligations in such order as specified in the relevant Second Priority Debt Documents.

  • Until the Discharge of Senior Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that none of them shall seek relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding or take any action in derogation thereof, in each case in respect of any Shared Collateral, without the prior written consent of the Designated Senior Representative.

  • Nothing in this Section 5.01(a) will be deemed to affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents.

  • Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative or any Second Priority Debt Party of rights or remedies as a secured creditor in respect of Shared Collateral.

  • If any Second Priority Representative or any Second Priority Debt Party shall, at any time, receive any proceeds of any such insurance policy or any such award in contravention of this Agreement, it shall pay such proceeds over to the Designated Senior Representative in accordance with the terms of Section 4.02.

  • The Initial Second Priority Representative represents and warrants that this Agreement is binding upon the Initial Second Priority Debt Parties.

  • Until the Discharge of Senior Obligations has occurred, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, agrees that it will not assert or enforce any claim under Section 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law senior to or on a parity with the Liens securing the Senior Obligations for costs or expenses of preserving or disposing of any Shared Collateral.

  • Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that notice received two Business Days prior to the entry of an order approving such usage of cash or other collateral or approving such financing shall be adequate notice.


More Definitions of Priority Representative

Priority Representative means (a) in the case of Indebtedness owing to lenders under the New Credit Agreement, the administrative agent under the New Credit Agreement, (b) in the case of certain Priority Hedging Obligations or Priority Cash Management Obligations, the financial institution or other counterparty which is owed such Priority Hedging Obligations or Priority Cash Management Obligations and that executes and delivers a Collateral Agent Agreement Joinder, and (c) in the case of any other Series of Priority Debt, the agent or trustee who maintains the transfer register (or functional equivalent) for such Series of Priority Debt and is appointed as a representative of such Series of Priority Debt (for purposes related to the administration of the applicable Security Documents) pursuant to this Indenture, credit agreement or other agreement governing such Series of Priority Debt and that executes and delivers a Collateral Agent Agreement Joinder.
Sample 1

Related to Priority Representative

  • Second Priority Representative means (i) in the case of the Initial Second Priority Debt Obligations covered hereby, the Initial Second Priority Representative and (ii) in the case of any other Second Priority Debt Facility, 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.

  • Authority Representative means the representative appointed by the Authority from time to time in relation to this Framework Agreement;

  • City Representative means the Representative or appointee engaged by the City to supervise the work.

  • Junior Representative means, with respect to any series of Permitted Junior Debt, the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Permitted Junior Debt is issued, incurred or otherwise obtained and each of their successors in such capacities.

  • Senior Representative means, with respect to any series of Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt or other Indebtedness, the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.

  • Second Lien Agent means has the meaning assigned to the term “Administrative Agent” in the Second Lien Credit Agreement.

  • Creditor Representative means, with respect to Series 2023-2, the Indenture Trustee.

  • 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.

  • County Representative means the individual obligated to perform the duties of county representative under section 9.

  • 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.

  • Authorized City Representative means the Mayor, City Manager, Finance Director, City Clerk or such other person at the time designated to act on behalf of the City as evidenced by written certificate furnished to the Company and the Trustee containing the specimen signature of such person and signed on behalf of the City by its Mayor. Such certificate may designate an alternate or alternates each of whom shall be entitled to perform all duties of the Authorized City Representative.

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

  • Term Agent shall have the meaning assigned to that term in the introduction to this Agreement and shall include any successor thereto as well as any Person designated as the “Agent”, “Administrative Agent”, “Collateral Agent”, “Trustee”, “Collateral Trustee” or similar term under any Term Credit Agreement.

  • Authorised Authority Representative means the Authority representative named in CCN as authorised to approve agreed Variations to the Contract.

  • Priority Lien Representative means (1) the Credit Agreement Agent or (2) in the case of any other Series of Priority Lien Debt, the trustee, agent or representative of the holders of such Series of Priority Lien Debt who maintains the transfer register for such Series of Priority Lien Debt and is appointed as a representative of the Priority Lien Debt (for purposes related to the administration of the Priority Lien Security Documents) pursuant to the credit agreement or other agreement governing such Series of Priority Lien Debt and who has become a party to the Intercreditor Agreement by executing a joinder in the form required under the Intercreditor Agreement.

  • Second Lien Claimholders means, at any relevant time, the holders of Second Lien Obligations at that time, including the Second Lien Lenders and the agents under the Second Lien Loan Documents.

  • Senior Agent means the Person acting as agent from time to time for and on behalf of the Senior Lenders under the Credit Facility, together with its successors and assigns in such capacity.

  • Lender Group Representatives has the meaning specified therefor in Section 17.9 of the Agreement.

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

  • First Lien Claimholders means, at any relevant time, the holders of First Lien Obligations at that time, including the First Lien Lenders and the agents under the First Lien Loan Documents.

  • Priority Lien Secured Parties means the holders of Priority Lien Obligations and any Priority Debt Representatives.

  • Senior Class Debt Representative has the meaning assigned to such term in Section 8.09.

  • Claimholders means each of the First Lien Claimholders and the Second Lien Claimholders.

  • Priority Lien Cap means, as of any date, the maximum aggregate principal amount of Indebtedness permitted to be incurred by clause (1) of the definition of Permitted Debt. For purposes of this definition, all letters of credit will be valued at the face amount thereof, whether or not drawn.

  • ABL Secured Parties means “Secured Parties” as defined in the ABL Credit Agreement.

  • Secured Debt Representative means each Parity Lien Representative and each Priority Lien Representative.