Payment Priority Obligations definition

Payment Priority Obligations means any Obligations of the Issuer or a Note Guarantor that are:

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Payment Priority Obligations means (i) any and all amounts payable under or in respect of this Agreement or a Credit Facility and any other Credit Facility Documents as amended, restated, supplemented, waived, replaced, restructured, repaid, refunded, refinanced or otherwise modified from time to time, including principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Parent whether or not a claim for Post-Petition Interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, guarantees and all other amounts payable thereunder or in respect of, in each case, to the extent secured by a Permitted Collateral Lien Incurred or deemed Incurred pursuant to paragraph (a) of the definition of “Permitted Collateral Liens”, and (ii) all other Obligations of the Parent or any of its Restricted Subsidiaries in respect of Hedging Obligations or Obligations in respect of cash management services in each case owing to a Person that is a holder of Indebtedness described in Paragraph (i) above or an Affiliate of such holder at the time of entry into such Hedging Obligations or Obligations in respect of cash management services, and (iii) all Obligations of the Parent or any of its Restricted Subsidiaries in respect of Hedging Obligations related to the Notes or the Revolving Facility, to the extent secured by a Permitted Collateral Lien Incurred or deemed Incurred pursuant to paragraph (b) of the definition of “Permitted Collateral Liens”.

Payment Priority Obligations has the meaning given to that term in Schedule 17 (New York Law Definitions).

Examples of Payment Priority Obligations in a sentence

• Notwithstanding anything herein to the contrary, it is understood and agreed that as of the date hereof and until the relevant Payment Priority Obligations Expiry Date, the Credit Agreement Collateral Agent shall have the sole right to give any instructions or directions to the Local Security Collateral Agent with respect to the Local Security; provided that any amounts or proceeds received in respect of the Local Security shall be subject to Article II.

• Under the terms of the Intercreditor Agreement, the proceeds of any collection, sale, disposition or other realization of Collateral received in connection with the exercise of remedies (including distributions of cash, securities or other property on account of the value of the Collateral in a bankruptcy, insolvency, reorganization or similar proceedings) shall be applied first to repay Payment Priority Obligations.

• Each Collateral Agent, for itself and its Related Secured Parties, agrees that the provisions of this Article V are intended to benefit the holders of Payment Priority Obligations under the laws of any jurisdiction outside the United States in which an insolvency proceeding may occur to the same extent as if such insolvency proceeding was governed by the laws of the United States.

• The Non-Payment Priority Secured Parties hereby acknowledge and agree to turn over to the holders of Payment Priority Obligations amounts otherwise received or receivable by them from the Shared Collateral to the extent necessary to effectuate the intent of this Section, even if such turnover has the effect of reducing the claim or recovery of the Non-Payment Priority Secured Parties.

• Following the relevant Payment Priority Obligations Expiry Date, and subject to the provisions of Article III, the Applicable Authorized Representative shall, in addition to the Credit Agreement Collateral Agent, have the right to give any instructions or directions to the Local Security Collateral Agent with respect to the Local Security; provided that any amounts or proceeds received in respect of the Local Security shall be subject to Article II.

• Following the relevant Payment Priority Obligations Expiry Date, and subject to the provisions of Article III, the Applicable Authorized Representative shall, in addition to the Credit Agreement Collateral Agent, have the right to give the Bailee Collateral Agent instructions or directions with respect to Controlled Shared Collateral; provided that any amounts withdrawn from a deposit account, a securities account or any other account shall be subject to Article II.

More Definitions of Payment Priority Obligations

Payment Priority Obligations means Credit Agreement Obligations constituting Revolving Obligations (together with any Refinancing thereof); provided that (1) the maximum aggregate principal amount of all loans and unfunded commitments included under clause (i) of the definition of “Revolving Obligations” that will constitute Payment Priority Obligations at any time shall not exceed the sum of (a) $325 million, plus (b) up to an additional $75 million; provided that the requirements set forth in the Senior Secured Notes Indenture as in effect on the date hereof (or to the extent such incurrence is not permitted on the date hereof, the Senior Secured Notes Indenture as in effect on the date of such incurrence) of such amount are satisfied in accordance with the terms thereof (as certified by the Borrower to each Collateral Agent) and (2) the holders of any such Refinancing debt (or the collateral agent or other authorized representative under such Refinancing debt on their behalf) shall, to the extent not already party hereto in such capacity, bind themselves in writing to the terms of this Agreement.

Payment Priority Obligations means (i) any and all Obligations secured by Liens permitted by clause (18)(y) of the definition of “Permitted Liens” and (ii) all other Obligations of the Company or any of its Restricted Subsidiaries in respect of Hedging Obligations or obligations in respect of Cash Management Services in each case owing to a Person that is a holder of Indebtedness described in clause (i) above or an Affiliate of such holder at the time of entry into such Hedging Obligations or obligations in respect of Cash Management Services, so long as in each case such Obligations, and such Liens, are subject to the Intercreditor Agreement.