First Priority Representative definition

First Priority Representative has the meaning set forth in the introductory paragraph hereof. In the case of any Replacement First Priority Agreement, the First Priority Representative shall be the Person identified as such in such Agreement.

First Priority Representative means, with respect to each Type of Common Collateral, the collective reference to each Representative for the holders of the First Priority Obligations with respect to such Common Collateral.

First Priority Representative has the meaning set forth in the introductory paragraph hereof.

Examples of First Priority Representative in a sentence

• With respect to each Type of Collateral, the First Priority Representative, on behalf of itself and the other First Priority Secured Parties, hereby agree that each Secured Party assumes responsibility for keeping itself informed of the financial condition of the relevant Grantors and all other circumstances bearing upon the risk of nonpayment of the First Priority Obligations.

• With respect to each Type of Collateral, nothing contained herein shall prohibit or in any way limit the First Priority Representative or any other First Priority Secured Party from objecting in any Insolvency Proceeding or otherwise to any action taken by any other Secured Party in respect of the Collateral, other than any action taken by such other Secured Party that is expressly permitted by this Agreement.

• Except as otherwise provided in this Agreement and the First Priority Representative with respect to each Type of Collateral will be entitled to manage and supervise their respective extensions of credit to any Grantor in accordance with law and their usual practices, modified from time to time as they deem appropriate.

• Until the First Priority Obligations Payment Date, no Representative nor any Secured Party (other than the First Priority Representative and the First Priority Secured Parties) shall seek to exercise any rights under Section 1111(b) of the Bankruptcy Code or any similar provision under any Debtor Relief Law.

• The First Priority Representative with respect to each Type of Collateral acknowledges and agrees that it has not made any express or implied representation or warranty including with respect to the execution, validity, legality, completeness, collectability or enforceability of any First Priority Document or the ownership of any Type of Collateral.

More Definitions of First Priority Representative

First Priority Representative as defined in the Intercreditor Agreement.

First Priority Representative means (i) in the case of the First Priority Obligations or First Priority Secured Parties secured pursuant to the Existing First Priority Agreement, the Existing First Priority Representative, and (ii) in the case of any Additional First Priority Debt or any Additional First Priority Secured Parties of any Series, the trustee, administrative agent, collateral or similar agent named as the First Priority Representative for such Series in the applicable Joinder Agreement (each, in the case of this clause (ii), together with its successors and assigns in such capacity, an “Additional First Priority Representative”).

First Priority Representative means, at any time, the Intercreditor Agent hereunder at such time.

First Priority Representative means (i) in the case of any First Lien Credit Agreement Obligations or the First Lien Credit Agreement Secured Parties, the First Lien Collateral Agent and (ii) in the case of any Additional First Priority Debt Facility and the Additional First Priority Secured Parties thereunder, the trustee, administrative agent, collateral agent, security agent or similar agent under such Additional First Priority Debt Facility that is named as the Representative in respect of such Additional First Priority Debt Facility in the applicable Joinder Agreement.

First Priority Representative. [“Second Priority Representative”] in the Intercreditor Agreement shall be deemed to include the New Representative and each reference to [“First Priority Secured Parties”] [“Second Priority Secured Parties”] shall include the [Additional First Priority Secured Parties] [Additional Second Priority Secured #89855267v13 Parties] represented by such New Representative. The Intercreditor Agreement is hereby incorporated herein by reference. Each of the New Representative represents and warrants to the other First Priority Representatives and Second Priority Representatives and the other Secured Parties that (i) it has full power and authority to enter into this Joinder Agreement, in its capacity as [agent][trustee], (ii) this Joinder Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms and the terms of the Intercreditor Agreement and (iii) the [First Priority Documents] [Second Priority Documents] relating to such [Additional First Priority Debt] [Additional Second Priority Debt] provides that, upon the New Representative’s entry into this Agreement, the [Additional First Priority Secured Parties] [Additional Second Priority Secured Parties] in respect of such [Additional First Priority Debt] [Additional Second Priority Debt] will be subject to and bound by the provisions of the Intercreditor Agreement as [First Priority Secured Parties] [Second Priority Secured Parties]. This Joinder Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by e-mail or facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. Except as expressly supplemented hereby, the Intercreditor Agreement shall remain in full force and effect. THIS JOINDER AGREEMENT, AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS JOINDER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Any provision of this Joinder Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent ...

First Priority Representative shall have the meaning given to such term in the Xxx Intercreditor Agreement and/or the Pulitzer Intercreditor Agreement, as applicable.

First Priority Representative means, collectively (i) each ABL Agent and (ii) each PP&E First Lien Agent who has executed the Collateral Trust Agreement or who executes and delivers a joinder to the Collateral Trust Agreement as a First Priority Representative.