First Priority Lien Debt definition

First Priority Lien Debt for the purposes of the Collateral Trust Agreement and the other First Priority Lien Documents;

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First Priority Lien Debt means, collectively, (a) the First Priority Notes, (b) the Indebtedness under this Agreement, (c) the Indebtedness under the Revolving Loan Agreement, (d) Hedging Obligations incurred to hedge or manage interest rate risk with respect to other First Priority Lien Debt having an aggregate notional amount not to exceed, together with the aggregate notional amount of any outstanding Hedging Obligations constituting Second Priority Lien Debt, $500,000,000, (e) Indebtedness under any other Credit Facility that is secured by a First Priority Lien, and (f) any other Indebtedness the net proceeds of which are used to refund, refinance, replace, defease, discharge or otherwise acquire or retire any other First Priority Lien Debt; provided, however, such Indebtedness shall constitute First Priority Lien Debt only if, in the case of clauses (d), (e) or (f) of this definition, (i) such Indebtedness was permitted to be incurred and so secured under each applicable Financing Document (or the lenders under such Indebtedness obtained an Officer's Certificate of the Borrower at the time of incurrence to the effect that such Indebtedness was permitted to be incurred and so secured under each applicable Financing Document), (ii) on or before the date on which such Indebtedness is incurred by the Borrower or the applicable Subsidiary, such Indebtedness is designated by the Borrower, in an Officer's Certificate delivered to each First Priority Debt Representative and the Collateral Agent, as First Priority Lien Debt for the purposes of the Collateral Trust Agreement and the other First Priority Lien Documents; (iii) such Indebtedness is governed by an agreement that includes a Sharing Confirmation, a Lien Priority Confirmation and an agreement by the holder of such Indebtedness and the applicable First Priority Debt Representative to vote with respect to such Indebtedness as described in the Collateral Trust Agreement; and (iv) all requirements set forth in the Collateral Trust Agreement as to the confirmation, grant or perfection of the Collateral Agent's Liens to secure such Indebtedness or Obligations in respect thereof are satisfied (and the satisfaction of such requirements will be conclusively established if the Borrower delivers to the Collateral Agent an Officer's Certificate stating that such requirements have been satisfied and that such Indebtedness is First Priority Lien Debt).

First Priority Lien Debt means (a) Indebtedness under this Agreement, (b) Indebtedness incurred under Section 7.03(b)(xii) which is secured by a First Priority Lien, (c) Hedging Obligations of the Borrower and its Restricted Subsidiaries secured by a First Priority Lien or (d) any Permitted Refinancing Indebtedness in respect of any of the foregoing, but, in the case of clause (b), (c) or (d), only if on or before the day on which such Indebtedness, Hedging Obligations or Permitted Refinancing Indebtedness, as applicable, is incurred by the Borrower and/or any of its Restricted Subsidiaries such Indebtedness, Hedging Obligations or Permitted Refinancing Indebtedness, as applicable, is designated by the Borrower, in an officer’s certificate delivered to the Administrative Agents on or before such date, as First Priority Lien Debt for the purposes of this Agreement.

Examples of First Priority Lien Debt in a sentence

Unless and until the Discharge of First Priority Claims has occurred, the First Priority Lien Collateral Trustee and the First Priority Lien Holders shall have the sole and exclusive right, subject to the rights of the Grantors under the First Priority Lien Debt Documents, to adjust settlement for any insurance policy covering the Common Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding affecting the Common Collateral.
There is no other Series (as defined in the Collateral Trust Agreement) of First Priority Lien Debt outstanding or issued.
Notwithstanding anything contained herein to the contrary, Empire Burbank will not incur any new secured Indebtedness, increase the amount of its secured Indebtedness existing as of the date of the Indenture or incur any unsecured Indebtedness outside of the ordinary course of business, except, in each case, for providing guarantees on First Priority Lien Debt, the Notes, Permitted New Second Priority Debt and the Old Senior Subordinated Notes.
All notices to the Subordinated Lien Secured Parties and the First Priority Lien Holders permitted or required under this Agreement may be sent to the First Priority Lien Debt Representatives or any Subordinated Lien Debt Representative as provided in the Credit Agreement, the First Priority Senior Secured Notes Indenture, the other relevant First Priority Lien Debt Document, the Second Priority Senior Secured Notes Indenture or the relevant Subordinated Lien Debt Document, as applicable.
If the Note holders have collectively agreed to purchase less than the entire Working Capital Facility, the holders of such First Priority Lien Debt may retain the Working Capital Facility.
The First Priority Lien Debt Representatives hereby agree to promptly notify each Subordinated Lien Debt Representative upon payment in full in cash of all Indebtedness under the applicable First Priority Lien Debt Documents (except for contingent indemnities and cost and reimbursement obligations to the extent no claim therefor has been made).
Except as otherwise provided herein, all payments received by the First Priority Lien Holders may be applied, reversed and reapplied, in whole or in part, to such part of the First Priority Claims as the First Priority Lien Holders, in their sole discretion, deem appropriate, consistent with the terms of the First Priority Lien Debt Documents.
Cause or permit the issuance of any Series (as defined in the Collateral Trust Agreement) of First Priority Lien Debt (as defined in the Collateral Trust Agreement) other than the Revolving Credit Facility.
So long as the Discharge of First Priority Claims has not occurred, the Common Collateral and all proceeds thereof received in connection with any sale or other disposition of, realization on, or collection on or on account of any such Common Collateral shall first be applied by the First Priority Lien Collateral Trustee to the First Priority Claims in such order as specified in the relevant First Priority Lien Debt Documents until the Discharge of First Priority Claims has occurred.
Nothing in this Agreement shall prohibit the receipt by any Subordinated Lien Debt Representative or any Subordinated Lien Secured Party of the required payments of interest and principal so long as such receipt is not in violation of the First Priority Lien Debt Documents as in effect as of the date hereof or this Agreement.

More Definitions of First Priority Lien Debt

First Priority Lien Debt means Debt Incurred by the Company and the Guarantors pursuant to the Credit Agreement or any other Debt Facility designated by the Company in an officers’ certificate to be First Priority Lien Debt in an aggregate principal amount at any one time outstanding not to exceed the Maximum Permitted Amount.

First Priority Lien Debt means, collectively, (a) the First Priority Notes, (b) the Indebtedness under this Agreement, (c) the Indebtedness under the First Priority Term Loan Agreement, (d) Hedging Obligations incurred to hedge or manage interest rate risk with respect to other First Priority Lien Debt having an aggregate notional amount not to exceed, together with the aggregate notional amount of any outstanding Hedging Obligations constituting Second Priority Lien Debt, $500,000,000, (e) Indebtedness under any other Credit Facility that is secured by a First Priority Lien, and (f) any other Indebtedness the net proceeds of which are used to refund, refinance, replace, defease, discharge or otherwise acquire or retire any other First Priority Lien Debt; provided, however, such Indebtedness shall constitute First Priority Lien Debt only if, in the case of clauses (d), (e) or (f) of this definition:

First Priority Lien Debt. Second Priority Lien Debt, Third Priority Lien Debt and Other Junior Lien Debt.

First Priority Lien Debt means: (i) Indebtedness under the Loan Agreement; (ii) Indebtedness under any other Credit Facility that is secured by a First Priority Lien; and (iii) any other Indebtedness the net proceeds of which are used to refund, refinance, replace, defease, discharge or otherwise acquire or retire any other First Priority Lien Debt; provided, that: