Controlling Term Agent definition

Controlling Term Agent means (i) Credit Suisse AG, Cayman Islands Branch or any successor or assign thereto under the Term Credit Agreement or (ii) any Term Class Debt Representative which is a Term Agent hereunder pursuant to Section 7.20 hereof and which has been designated by not less than three (3) Business Days prior written notice to the ABL Agent from the Company and the then Controlling Term Agent hereunder as the Controlling Term Agent hereunder.

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Controlling Term Agent means (i) at any time prior to the Discharge of First Lien Term Obligations, the “Designated First Priority Representative” (as such term is defined in the Term Loan Intercreditor Agreement) and (ii) after the Discharge of First Lien Term Obligations has occurred and the ABL Agent has received written notice thereof from the Borrower and the “Designated Second Priority Representative” (as such term is defined in the Term Loan Intercreditor Agreement), such Designated Second Priority Representative.

Controlling Term Agent means (a) at any time prior to the Discharge of First Lien Term Obligations, (i) if the First Lien Term Credit Agreement Obligations are the only outstanding First Lien Term Obligations at such time, the First Lien Term Agent and (ii) if the Term Loan Intercreditor Agreement has been entered into and remains in effect at such time, the “Designated First Priority Representative” (as such term is defined in the Term Loan Intercreditor Agreement) and (b) after the Discharge of First Lien Term Obligations has occurred and the ABL Agent has received written notice thereof from the Lead Borrower and the #94592040v2 “Designated Second Priority Representative” (as such term is defined in the Term Loan Intercreditor Agreement), such Designated Second Priority Representative.

Examples of Controlling Term Agent in a sentence

The Controlling Term Agent is hereby authorized to make any such endorsements as agent for the ABL Agent or any such other ABL Secured Parties.
The Controlling Term 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 Term Priority Collateral.
Upon the Discharge of ABL Obligations, the ABL Agent shall deliver to the Controlling Term Agent or shall execute such documents as the Controlling Term Agent may reasonably request to enable such Term Agent to have control over any Control Collateral still in the ABL 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.
In furtherance of, and subject to, the foregoing, the ABL Agent agrees that it will promptly execute any and all Lien releases or other documents reasonably requested by the Controlling Term Agent in connection therewith.
All proceeds of such insurance shall be remitted to the ABL Agent or the Controlling Term Agent, as the case may be, and each Term Agent and the ABL Agent shall cooperate (if necessary) in a reasonable manner in effecting the payment of insurance proceeds in accordance with Section 4.1 hereof.
Any proceeds of such insurance received by the ABL Agent or the Controlling Agent, as the case may be, in contravention of this Section 3.4 shall be paid over to the ABL Agent or the Controlling Term Agent, as the case may be, in accordance with Section 3.9 hereof.
All proceeds of such insurance shall be remitted to the ABL Agent or the Controlling Term Agent, as the case may be, and each of the Term Agents and ABL Agent shall cooperate (if necessary) in a reasonable manner in effecting the payment of insurance proceeds in accordance with Section 4.1 hereof.
The ABL Agent and the Controlling Term Agent shall each be named as additional insured or loss payee, as applicable, with respect to all insurance policies relating to the Collateral as set forth in the Term Credit Agreement, any Additional Term Debt Agreement or the ABL Credit Agreement, as applicable.
Such purchase price shall be remitted by wire transfer in immediately available funds to such bank account of the ABL Agent (for the benefit of the ABL Secured Parties) as the ABL Agent shall have specified in writing to the Controlling Term Agent.
Unless and until the Discharge of Term Obligations has occurred, the ABL Agent agrees to deliver to the Controlling Term Agent any Term Priority Collateral that is in their possession (or in the possession of its agents or bailees) to the extent that possession thereof is taken to perfect a Lien thereon, together with any necessary endorsements.

More Definitions of Controlling Term Agent

Controlling Term Agent means (i) for so long as there is only one Series of Term Debt, the Term Agent for such Series, (ii) at any time when there is more than one Series of First Lien Term Debt, the “Applicable Collateral Agent”, as such term is defined in the Pari Passu First Lien Intercreditor Agreement, as designated by such Term Agent in a notice to the ABL Agent, (iii) at any time when Term Debt consists of only one Series of Second Lien Term Debt, the Term Agent for such Series, and (iv) at any time when Term Debt consists solely of two or more Series of Second Lien Term Debt, the Term Agent designated by all then existing Term Agents in a notice to the ABL Agent.

Controlling Term Agent means (i) so long as no Additional Term Debt is outstanding, the Original Term Agent, and (ii) thereafter, the Controlling Collateral Agent, as defined in the Pari Passu Intercreditor Agreement and designated in a notice to the Borrower and the ABL Agent; provided, however, that the failure to give such notice shall not affect the validity of this definition and the rights related thereto.

Controlling Term Agent means (i) for so long as there is only one Series of Term Debt, the Term Agent for such Series, (ii) at any time when there is more than one Series of First Lien Term Debt, the “Applicable Collateral Agent” (or any comparable term) , as such term is defined in the Pari Passu First Lien Intercreditor Agreement, as designated by such Term Agent in a notice to the ABL Agent, (iii) at any time when Term Debt consists of only one Series of Second Lien Term Debt, the Term Agent for such Series, and (iv) at any time when Term Debt consists solely of two or more Series of Second Lien Term Debt, the Term Agent designated by all then existing Term Agents in a notice to the ABL Agent.

Controlling Term Agent means (i) any time prior to the Discharge of Term Obligations under the Initial Term Loan Agreement, the Initial Term Agent, and (ii) thereafter (x) at any time when there is only one series of Additional Pari Passu Term Obligations, the Term Agent for such series of Additional Pari Passu Term Obligations and (y) at any time when there is more than one series of Additional Pari Passu Term Obligations, the Additional Pari Passu Term Agent of the series of Additional Pari Passu Term Obligations that constitutes the largest outstanding principal amount of any then outstanding Series of Additional Pari Passu Term Obligations.

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