First Priority Debt definition

First Priority Debt means Consolidated Debt that is secured by a first-priority Lien on any Collateral.

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedBook a Demo

First Priority Debt has the meaning set forth in the Intercreditor Agreement as in effect on the date of this Indenture.

First Priority Debt means ABL Debt to the extent it constitutes Maximum Priority ABL Debt.

Examples of First Priority Debt in a sentence

• So long as the Discharge of First Priority Claims has not occurred, the First Priority Agent and the other First Priority Secured Parties shall have the exclusive right, subject to the rights of the Grantors under the First Priority Debt Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral.

• Capitalized terms used in this Agreement and not otherwise defined herein shall, except to the extent the context otherwise requires, have the meanings set forth in the First Priority Debt Agreement (as in effect on the date hereof) or the First Priority Security Agreement (as in effect on the date hereof), as applicable.

• Each Collateral Agent represents and warrants to the other parties hereto that it has been authorized by the Secured Parties under and as defined in the First Priority Debt Agreement or the Second Priority Security Agreement, as applicable, to enter into this Agreement.

• This Clause is subject to the prior payment of First Priority Debt in accordance with the terms of the Intercreditor Agreement and claims having priority over this Security under mandatory provisions of applicable law.

• The (x) consent by the First Priority Secured Parties to the execution and delivery of the First Priority Debt Documents permitted under the First Priority Debt Documents, and (y) all loans and other extensions of credit made or deemed made on and after the date hereof by the First Priority Secured Parties to the Company or any Subsidiary, shall be deemed to have been given and made in reliance upon this Agreement.

More Definitions of First Priority Debt

First Priority Debt means all Notes Obligations and all First Priority Lien Obligations.

First Priority Debt at any time, the sum of (a) the principal amount of all outstanding ABL Loans and, without duplication, all other Indebtedness of each Foreign Subsidiary that would be reflected on a consolidated balance sheet of the Holdco Group prepared in accordance with GAAP at such time (other than any Indebtedness of a Foreign Subsidiary of the type described in clause (vi) of the definition of “Indebtedness”) minus (b) the aggregate amount of cash that would be reflected on a consolidated balance sheet of the Holdco Group prepared in accordance with GAAP at such time.

First Priority Debt has the meaning given to that term in the Intercreditor Agreement. “Guarantors” means the Grantors and the other guarantors under the Indenture.

First Priority Debt means, at any time, the sum of (a) the principal amount of all outstanding Loans, Revolving Credit Loans and, without duplication, all other Indebtedness of each Foreign Subsidiary that would be reflected on a consolidated balance sheet of the Holdco Group prepared in accordance with GAAP at such time (other than (i) any Indebtedness of a Foreign Subsidiary of the type described in clause (vi) of the definition of “Indebtedness” and (ii) any Indebtedness in respect of the Second Lien Term Loans) minus (b) the aggregate amount of cash that would be reflected on a consolidated balance sheet of the Holdco Group prepared in accordance with GAAP at such time.

First Priority Debt means ABL Debt to the extent it does not exceed the Maximum Priority ABL Debt Amount. “Hedging Obligations” shall mean, with respect to any Person, the obligations of such Person under (a) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements and (b) other agreements or arrangements designed to protect such Person against fluctuations in interest rates or the value of foreign currencies. “Indenture Loan Parties” shall mean the Issuer and those of its direct and indirect subsidiaries (including the Borrowers) party to the Noteholder Agreement. “Initial Borrowers” shall have the meaning set forth in the preamble hereto. “Insolvency or Liquidation Proceeding” shall mean (a) any voluntary or involuntary case or proceeding under any Bankruptcy Law with respect to any Borrower, (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Borrower or with respect to any of their respective assets, (c) any proceeding seeking the appointment of any trustee, receiver, liquidator, custodian or other insolvency official with similar powers with respect to such Person or any or all of its assets or properties, (d) any liquidation,

First Priority Debt means (A) the Notes and any other Debt (as defined in the Trust Indenture) of the Corporation and the Guarantors, (B) the Bank Liabilities to the extent they constitute First Priority Debt pursuant to the terms thereof and the Indenture Covenants and (C) any other debt of the Corporation or any Guarantor provided that (i) such debt is designated in the instrument governing the same as "First Priority Debt" for the purposes of this Agreement; (ii) such debt is secured pursuant to security documents in form and substance substantially similar to those listed in Schedule "A" or "B"; (iii) such debt is incurred in compliance with the Indenture Covenants and the VL Credit Agreement; (iv) such compliance with the Indenture Covenants and the VL Credit Agreement is evidenced by certificates issued by the Corporation on a quarterly basis or as required by the Indenture or reasonably required by the Trustee and the Agent; and (v) the creditor of such debt or an agent or representative thereof enters into an agreement (which may be executed in counterparts) with all then existing Secured Parties, the Corporation and the Guarantors agreeing to be bound by the provisions hereof;

First Priority Debt. “Fixed Charges” means, with respect to the Company and the Guarantors for any period, the sum, without duplication, of: (1) the consolidated interest expense of the Company and the Guarantors for such period, whether paid or accrued, including amortization of debt issuance costs, beneficial conversion features, derivatives embedded within convertible debt and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates; plus (2) the consolidated interest expense of the Company and the Guarantors that was capitalized during such period; plus (3) any interest on Indebtedness of another Person that is guaranteed by the Company or any of the Guarantors or secured by a Lien on assets of the Company or any of the Guarantors, whether or not such Guarantee or Lien is called upon; plus