Required Priority definition

Required Priority means (i) prior to the discharge of the Credit Agreement Obligations and the Senior Secured Note Obligations in full, third priority, (ii) following the discharge of the Credit Agreement Obligations in full, but prior to the discharge of the Senior Secured Note Obligations in full, second priority, (iii) following the discharge of the Senior Secured Note Obligations in full, but prior to the discharge of the Credit Agreement Obligations in full, second priority and (iv) in all other circumstances, first priority. For the avoidance of doubt, the priority specified in the preceding sentence as the “Required Priority” may be equal ranking with any other Indebtedness permitted to be secured in accordance with the terms of this Indenture.
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Required Priority as to any Lien created by any Security Document, the condition that (subject to the provisions of such Security Document) such Lien is entitled and subject to the relative lien priorities and rights provided by the Secured Note Intercreditor Agreement and otherwise is prior and superior in right to any claim, interest or Lien of any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3).
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Required Priority means (i) prior to the discharge of the Credit Agreement Obligations, second priority, and (ii) in all other circumstances, first priority. For the avoidance of doubt, the priority specified in the foregoing sentence as the “Required Priority” may be equal ranking with any other Indebtedness permitted to be secured in accordance with the terms of this Indenture.
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Examples of Required Priority in a sentence

  • The Company shall not enter into any Fixed Price PGET Power Purchase Agreement or Fixed Price PGET Gas Supply Agreement except with the prior approval of the Required Priority Lenders.

  • The Company shall not engage in any business other than the development, acquisition, construction, leasing, operation and financing of the Project as contemplated by the Transaction Documents as in effect as of the Effective Date (unless subsequently amended with the written consent of the Required Priority Lenders).

  • If no successor agent has accepted appointment as Priority Agent by the date that is 30 days following Citibank's notice of resignation, Citibank's resignation shall nevertheless thereupon become effective and the Priority Lenders shall assume and perform all of the duties of the Priority Agent hereunder until such time, if any, as the Required Priority Lenders appoint a successor agent as provided for above.

  • The Company shall issue Request Letters in respect of the transfers and disbursements contemplated by Section 5.13(b) of this Agreement, and the Security Agent shall (i) promptly deliver a copy of each such Request Letter to the Priority Agent and Priority Lenders and (ii) make such transfers and disbursements contemplated by the related Request Letter unless otherwise directed by the Required Priority Lenders.

  • The Priority Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Operative Documents in accordance with a written request of the Required Priority Lenders (or, if so specified by this Agreement, all Priority Lenders) and such written request and any action taken or failure to act pursuant thereto shall be binding upon all the Priority Lenders.

  • The Owner shall not convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets, whether now owned or hereafter acquired, except to the extent expressly permitted by the Transaction Documents as in effect as of the Effective Date (unless subsequently amended with the written consent of the Required Priority Lenders).

  • The rules of usage set forth in Annex A to the Participation Agreement are hereby incorporated herein by reference as the same are in effect as of the Effective Date as if set forth herein in full, mutatis mutandis, and without giving effect to any subsequent amendment, modification, supplement or waiver thereof unless agreed in writing by the Required Priority Lenders.

  • The Company shall not make any Optional Modification unless such Modification is approved by the Priority Agent acting with the written consent of the Required Priority Lenders.

  • The Company shall not enter into any Third Party Power Purchase Agreements or Third Party Gas Supply Agreements except with the prior approval of the Required Priority Lenders.

  • The Company shall not enter into any Additional Project Contract unless approved by the Priority Agent acting with the written consent of the Required Priority Lenders.


More Definitions of Required Priority

Required Priority means, prior to the Xxxxx Termination Time, with respect to any Lien purported to be created in any Required Priority Collateral pursuant to any Collateral Document, that such Lien is perfected and has priority over any other Lien on such Collateral, other than the liens granted pursuant to the Xxxxx Fargo Credit Agreement; provided that such Lien is not granted in violation hereof or of the Intercreditor Agreement.
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Required Priority as to any Lien created by any Note Lien Document or Credit Facility Lien Security Document, the condition that (subject to the provisions of such Note Lien Document or Credit Facility Lien Security Document, as the case may be) such Lien is entitled and subject to the relative lien priorities and rights provided by the Intercreditor Agreement and otherwise is prior and superior in right to any claim, interest or Lien of any other Person (except Permitted Liens).
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Related to Required Priority

  • Permitted Priority Liens means Liens permitted under any of the clauses (b), (c), (d), (e), (f) or (i) of Section 9.02.

  • Second Priority means, with respect to any Lien purported to be created in any Collateral pursuant to any Collateral Document, that such Lien is the only Lien to which such Collateral is subject, other than any Permitted Lien.

  • Second Priority Documents means each Second Priority Agreement, each Second Priority Security Document and each Second Priority Guarantee.

  • Second Priority Obligations means (a) with respect to the Existing Second Priority Agreement, all “Secured Obligations” of each Loan Party as defined in the “Security Agreement” referred to in the Existing Second Priority Agreement and (b) with respect to each other Second Priority Agreement, (i) all principal of and interest (including without limitation any Post-Petition Interest) and premium (if any) on all indebtedness under such Second Priority Agreement, and (ii) all guarantee obligations, fees, expenses and other amounts payable from time to time pursuant to the applicable Second Priority Documents, in each case whether or not allowed or allowable in an Insolvency Proceeding. To the extent any payment with respect to any Second Priority Obligation (whether by or on behalf of any Loan Party, as proceeds of security, enforcement of any right of setoff or otherwise) is declared to be a fraudulent conveyance or a preference in any respect, set aside or required to be paid to a debtor in possession, any First Priority Secured Party, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall, for the purposes of this Agreement and the rights and obligations of the First Priority Secured Parties and the Second Priority Secured Parties hereunder, be deemed to be reinstated and outstanding as if such payment had not occurred.

  • Second Priority Collateral Documents means the Noteholder Collateral Documents and any other agreement, document or instrument pursuant to which a Lien is now or hereafter granted securing any Second Priority Claims or under which rights or remedies with respect to such Liens are at any time governed.

  • First Priority Lien Obligations means (i) all Secured Bank Indebtedness, (ii) all other Obligations (not constituting Indebtedness) of the Issuers, Holdings and any of Holdings’ Subsidiaries under the agreements governing Secured Bank Indebtedness and (iii) all other Obligations of the Issuers, Holdings or any of Holdings’ Subsidiaries in respect of Hedging Obligations or Obligations in respect of cash management services in connection with Indebtedness described in clause (i) or Obligations described in clause (ii).

  • Second Priority Debt Obligations means the Initial Second Priority Debt Obligations and, with respect to any series, issue or class of Second Priority Debt, (a) all principal of, and interest (including, without limitation, any interest which accrues after the commencement of any Bankruptcy Case, whether or not allowed or allowable as a claim in any such proceeding) payable with respect to, such Second Priority Debt, (b) all other amounts payable to the related Second Priority Debt Parties under the related Second Priority Debt Documents and (c) any renewals or extensions of the foregoing.

  • Second Priority Secured Parties means the Second Priority Representative, the Second Priority Creditors and any other holders of the Second Priority Obligations.

  • Second Priority Debt means any Indebtedness of the Borrower or any other Grantor guaranteed by the Guarantors (and not guaranteed by any Subsidiary that is not a Guarantor), including the Initial Second Priority Debt, which Indebtedness and guarantees are secured by the Second Priority Collateral on a pari passu basis (but without regard to control of remedies, other than as provided by the terms of the applicable Second Priority Debt Documents) with any other Second Priority Debt Obligations and the applicable Second Priority Debt Documents which provide that such Indebtedness and guarantees are to be secured by such Second Priority Collateral on a subordinate basis to the Senior Debt Obligations (and which is not secured by Liens on any assets of the Borrower or any other Grantor other than the Second Priority Collateral or which are not included in the Senior Collateral); provided, however, that (i) such Indebtedness is permitted to be incurred, secured and guaranteed on such basis by each Senior Debt Document and Second Priority Debt Document and (ii) except in the case of the Initial Second Priority Debt hereunder, the Representative for the holders of such Indebtedness shall have become party to this Agreement pursuant to, and by satisfying the conditions set forth in, Section 8.09 hereof. Second Priority Debt shall include any Registered Equivalent Notes and Guarantees thereof by the Guarantors issued in exchange therefor.

  • Second Priority Liens means all Liens on the Second Lien Collateral to secure the Second Lien Obligations, whether created under the Second Lien Security Documents or acquired by possession, statute, operation of law, subrogation or otherwise.

  • Equal Priority Intercreditor Agreement means the Equal Priority Intercreditor Agreement substantially in the form of Exhibit G-1 among (x) the Collateral Agent and (y) one or more representatives of the holders of one or more classes of Permitted Additional Debt and/or Permitted Equal Priority Refinancing Debt, with any immaterial changes and material changes thereto in light of the prevailing market conditions, which material changes shall be posted to the Lenders not less than five Business Days before execution thereof and, if the Required Lenders shall not have objected to such changes within five Business Days after posting, then the Required Lenders shall be deemed to have agreed that the Administrative Agent’s and/or Collateral Agent’s entry into such intercreditor agreement (with such changes) is reasonable and to have consented to such intercreditor agreement (with such changes) and to the Administrative Agent’s and/or Collateral Agent’s execution thereof.

  • Second Priority Debt Documents means the Initial Second Priority Debt Documents and, with respect to any series, issue or class of Second Priority Debt, the promissory notes, indentures, Collateral Documents or other operative agreements evidencing or governing such Indebtedness, including the Second Priority Collateral Documents.

  • Second Priority Collateral means any “Collateral” as defined in any Second Priority Debt Document or any other assets of the Borrower or any other Grantor with respect to which a Lien is granted or purported to be granted pursuant to a Second Priority Collateral Document as security for any Second Priority Debt Obligation.

  • Senior Priority Obligations as defined in the Base Intercreditor Agreement.

  • First Priority Obligations means (a) with respect to the Existing First Priority Agreement, all “Obligations” of each Loan Party as defined in the Existing First Priority Agreement and (b) with respect to each other First Priority Agreement, all “Obligations” of each Loan Party as defined in such First Priority Agreement, and shall in any event include (i) all principal of and interest (including without limitation any Post-Petition Interest) and premium (if any) on all loans made or other indebtedness issued or incurred pursuant to such First Priority Agreement, (ii) all reimbursement obligations (if any) and interest thereon (including without limitation any Post-Petition Interest) with respect to any letter of credit or similar instruments issued pursuant to such First Priority Agreement, (iii) all Specified Swap Agreements, (iv) all Specified Cash Management Agreements and (v) all guarantee obligations, fees, expenses and other amounts payable from time to time pursuant to the applicable First Priority Documents, in each case whether or not allowed or allowable in an Insolvency Proceeding. To the extent any payment with respect to any First Priority Obligation (whether by or on behalf of any Loan Party, as proceeds of security, enforcement of any right of setoff or otherwise) is declared to be a fraudulent conveyance or a preference in any respect, set aside or required to be paid to a debtor in possession, any Second Priority Secured Party, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall, for the purposes of this Agreement and the rights and obligations of the First Priority Secured Parties and the Second Priority Secured Parties, be deemed to be reinstated and outstanding as if such payment had not occurred.

  • First Priority Documents means the First Priority Agreement, each First Priority Security Document and each First Priority Guarantee.

  • Lowest Priority As of any date of determination, the Class of Subordinate Certificates then outstanding with the latest priority for payments pursuant to Section 4.02(a), in the following order: Class B-3, Class B-2, Class B-1, Class M-3, Class M-2 and Class M-1 Certificates.

  • Discharge of Priority Lien Obligations means the occurrence of all of the following:

  • Second Priority Lien means the Liens on the Second Priority Collateral in favor of Second Priority Debt Parties under Second Priority Collateral Documents.

  • First Priority Secured Parties means the First Priority Representative, the First Priority Creditors and any other holders of the First Priority Obligations.

  • Junior Priority Obligations means the Initial Junior Priority Obligations and any Additional Obligations constituting Junior Priority Debt.

  • ABL Priority Collateral has the meaning set forth in the Intercreditor Agreement.

  • Highest Priority As of any date of determination, the Class of Subordinate Certificates then outstanding with a Certificate Principal Balance greater than zero, with the earliest priority for payments pursuant to Section 4.02(a), in the following order: Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates.

  • Permitted Prior Liens means (1) Liens described in clauses (9), (10), (11), (13), (14), (15), (18), (21), (22), (23), (24), (25), (27), (31), (32) and (33) of the definition of "Permitted Liens," (2) Liens refinancing or replacing any of the Liens contemplated in clause (1) of this definition and (3) Liens that arise by operation of law and are not voluntarily granted, to the extent entitled by law to priority over the security interests created by the Security Documents or the Xxxxxx Security Documents, as applicable.

  • Other First Lien Obligations means the “Other First Lien Obligations” as defined in the Collateral Agreement, including any interest accruing after commencement of any bankruptcy or insolvency proceeding with respect to any holder of Other First Lien Obligations whether or not allowed in such proceeding.

  • Priority Lien Obligations means Priority Lien Debt and all other Obligations in respect thereof.