Required Priority Debtholders definition

Required Priority Debtholders means, at any time in respect of any action or matter, (1) holders of the outstanding principal amount of, or commitments with respect to, the applicable Priority Lien Debt then outstanding required pursuant to the terms of the applicable Credit Facility, voting as a single class, to approve such action or matter or (2) the Priority Lien Agent acting upon the authorization or consent of the holders referred to in the immediately preceding clause (1). For this purpose, Priority Lien Debt registered in the name of, or beneficially owned by, the Company or any Affiliate of the Company shall be deemed not to be outstanding.
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Required Priority Debtholders means (i) the Priority Bank Debt Secured Parties and (ii) the holders of the Series of Priority Lien Debt comprising the largest portion of the outstanding Priority Lien Debt.
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Required Priority Debtholders means, at any time in respect of any action or matter, holders of a majority in aggregate outstanding principal amount of all Priority Lien Debt then outstanding, voting together as a single class. For purposes of this definition, Priority Lien Debt registered in the name of, or beneficially owned by, Ainsworth or any Affiliate of Ainsworth will be deemed not to be outstanding and neither Ainsworth nor any such Affiliate shall be entitled to vote to direct the relevant Priority Debt Representative.
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Examples of Required Priority Debtholders in a sentence

  • The Priority Lien Agent is irrevocably authorized and empowered to enter into and perform all obligations and exercise all interests, rights, powers and remedies of the Priority Lien Agent under the Collateral Trust Agreement and applicable law, and to act under the Collateral Trust Agreement as set forth in this Agreement or as requested in any lawful directions given to it from time to time by an Act of Required Priority Debtholders.

  • Subject to the appointment of a successor Priority Lien Agent as provided in Section 4.2 and the acceptance of such appointment by the successor Priority Lien Agent, (a) the Priority Lien Agent may resign at any time by giving not less than 30 days' notice of resignation to the Company and each Priority Debt Representative and (b) the Priority Lien Agent may be removed at any time, with or without cause, by an Act of Required Priority Debtholders.

  • Upon any such resignation or removal, a successor Priority Lien Agent may be appointed by the Priority Debt Representatives, acting jointly, or by an Act of Required Priority Debtholders.

  • As to any matter not expressly provided for by this Agreement, the Priority Lien Agent shall act or refrain from acting as directed by an Act of Required Priority Debtholders and shall be fully protected if it does so.

  • Except as expressly set forth herein, the Priority Lien Agent shall act under the Collateral Trust Agreement only pursuant to an Act of Required Priority Debtholders.


More Definitions of Required Priority Debtholders

Required Priority Debtholders means (1) at any time in respect of any action or matter other than delivery of a Notice of Actionable Default under the Collateral Trust Agreement, holders of the outstanding principal amount of all Priority Lien Debt then outstanding, voting together as a single class; and (2) with respect to delivery of a Notice of Actionable Default under the Collateral Trust Agreement, holders of the outstanding principal amount of, or commitments with respect to, the applicable Series of Secured Debt under which an Actionable Default has occurred and is continuing required pursuant to the terms of an indenture or other agreement governing such indebtedness, voting as a single class, to exercise remedies thereunder (with Priority Lien Debt registered in the name of, or beneficially owned by, the Company or any Affiliate of the Company deemed not to be outstanding), and
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Required Priority Debtholders means, (1) at any time in respect of any action or matter other than delivery of a Notice of Actionable Default, holders of the outstanding principal amount of all Priority Lien Debt then outstanding, voting together as a single class; and (2) with respect to delivery of a Notice of Actionable Default, holders of the outstanding principal amount of, or commitments with respect to, the applicable Series of Secured Debt under which an Actionable Default has occurred and is continuing required pursuant to the terms of an indenture or other agreement governing such indebtedness, voting as a single class, to exercise remedies thereunder in connection with such Actionable Default. For purposes of determining the Required Priority Debtholders, Priority Lien Debt registered in the name of, or beneficially owned by, the Company or any Affiliate of the Company will be deemed not to be outstanding.
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Required Priority Debtholders means (a) at any time in respect of any action or matter other than delivery of a Notice of Actionable Default, holders of the outstanding principal amount of all Priority Lien Debt then outstanding, voting together as a single class, and (b) with respect to delivery of a Notice of Actionable Default, holders of the outstanding principal amount of, or commitments with respect to, the applicable Series of Priority Lien Debt under which an Actionable Default has occurred and is continuing required pursuant to the terms of the indenture or other agreement governing such indebtedness, voting as a single class, to exercise remedies thereunder in connection with such Actionable Default. For this purpose, Priority Lien Debt registered in the name of the Company shall be deemed not to be outstanding.
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Required Priority Debtholders means, at any time in respect of any action or matter, (1) holders of the outstanding principal amount of the applicable Priority Lien Debt then outstanding required pursuant to the terms of the applicable Credit Agreement, voting as a single class, to approve such action or matter or (2) the Priority Debt Agent acting upon the authorization or consent of the holders referred to in the immediately preceding clause (1). For this purpose, Priority Lien Debt registered in the name of, or beneficially owned by, the Company or any of its Affiliates will be deemed not to be outstanding.
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Required Priority Debtholders. Required Parity Debtholders," "Priority Foreclosure Event" or "Actionable Default"), (B) to share in the order of application described in Section 3.4 in the proceeds of enforcement of or realization on any Collateral or any Guarantee of the Canadian Guarantors, in each case that has not been released in accordance with the provisions described in Section 4.1 or (C) to require that Liens securing Secured Obligations be released only as set forth in the provisions described in Section 4.1 will become effective without the additional consent of such holder; and
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Related to Required Priority Debtholders

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

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

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

  • Priority Debt means (a) any Debt of the Company secured by a Lien created or incurred within the limitations of Section 10.4(h) or 10.4(n) and (b) any Debt of the Company’s Subsidiaries (other than Debt of a Wholly-owned Subsidiary owing to another Wholly‑owned Subsidiary).

  • 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.

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

  • First Lien/Second Lien Intercreditor Agreement means an intercreditor agreement substantially in the form of Exhibit H hereto, or such other customary form reasonably acceptable to the Administrative Agent and the Borrower, in each case, as such document may be amended, restated, supplemented or otherwise modified from time to time.

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

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

  • Junior Lien Intercreditor Agreement means an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent between the Administrative Agent and one or more collateral agents or representatives for the holders of Indebtedness that is secured by a Lien on the Collateral ranking junior to the Liens of the Loan Documents.

  • 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 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.

  • Additional First Lien Obligations means, with respect to any Series of Additional First Lien Obligations, (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 Additional First Lien Obligations, (b) all other amounts payable to the related Additional First Lien Secured Parties under the related Additional First Lien Documents and (c) any renewals of extensions of the foregoing.

  • ABL Intercreditor Agreement means the intercreditor agreement dated as of the Closing Date among the Administrative Agent, the ABL Agent and the Loan Parties, substantially in the form attached as Exhibit L hereto or any other intercreditor agreement among the ABL Agent, one or more Senior Representatives of Permitted First Priority Refinancing Debt or Permitted Junior Priority Refinancing Debt and the Administrative Agent on terms that are no less favorable in any material respect to the Secured Parties as those contained in the form attached as Exhibit L hereto.

  • Senior Lien Obligations means all revenue bonds and other obligations of the RECIPIENT outstanding on the date of execution of this loan agreement (or subsequently issued on a parity therewith, including refunding obligations) or issued after the date of execution of this loan agreement having a claim or lien on the Gross Revenue of the Utility prior and superior to the claim or lien of the loan, subject only to Maintenance and Operation Expense.

  • 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.

  • Second Lien Intercreditor Agreement means a “junior lien” Intercreditor Agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent, among the Administrative Agent and one or more Designated Representatives for holders of Alternative Incremental Facility Indebtedness or Permitted Junior Secured Refinancing Debt.

  • Permitted Second Priority Refinancing Debt secured Indebtedness incurred by the Borrower in the form of one or more series of second lien secured notes or second lien secured loans; provided that (i) such Indebtedness is secured by the Collateral on a second lien, subordinated basis to the Obligations and is not secured by any property or assets of the Borrower or any of its Subsidiaries other than the Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness in respect of Term Loans, (iii) such Indebtedness does not mature or have scheduled amortization or payments of principal prior to the date that is 91 days after the Latest Maturity Date at the time such Indebtedness is incurred, (iv) the security agreements relating to such Indebtedness are substantially the same as the Security Documents (with such differences as are reasonably satisfactory to the Administrative Agent; provided that such differences are not more favorable to the investors in such secured Indebtedness), (v) such Indebtedness is not also incurred by or guaranteed by any Subsidiaries of the Borrower other than the Subsidiary Guarantors and is not incurred by or guaranteed by any other Person, (vi) an agent or representative acting on behalf of the holders of such Indebtedness (a “Second Lien Agent”) shall have become party to an intercreditor agreement in form and substance satisfactory to the Administrative Agent (the “Second Lien Intercreditor Agreement”); provided that, if such Indebtedness is the initial Permitted Second Priority Refinancing Debt incurred by the Borrower, then the Borrower, the Subsidiary Guarantors, the Administrative Agent and the Second Lien Agent for such Indebtedness shall have executed and delivered the Second Lien Intercreditor Agreement, (vii) the other terms and conditions of such secured Indebtedness are on the whole substantially identical to, or less favorable to the investors providing such secured Indebtedness, than those applicable to the Refinanced Debt (except for (x) pricing, fees, rate floors and prepayment or redemption premiums, which shall reflect market terms and conditions at the time of incurrence or issuance, (y) covenants or other provisions applicable only to periods after the date that is 91 days after the Latest Maturity Date that is in effect on the date such Indebtedness is issued, incurred or obtained and (z) differences that reflect the nature of such secured debt as fixed or floating rate securities), and (viii) a Responsible Officer shall have certified compliance with the foregoing requirements and that the incurrence of such Indebtedness complies with Section 6.2.

  • Second Lien Collateral Documents means the “Security Documents” or “Collateral Documents” (as defined in the applicable Second Lien Documents) and any other agreement, document or instrument pursuant to which a Lien is granted securing any Second Lien Obligations or pursuant to which any such Lien is perfected.

  • Priority Lien Documents means the Credit Agreement and any other Credit Facility pursuant to which any Priority Lien Debt is incurred and the Priority Lien Security Documents.

  • 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.

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

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