First Priority Guarantee definition

First Priority Guarantee means any guarantee by any Loan Party of any or all of the First Priority Obligations.

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First Priority Guarantee means the first priority guarantee granted by the First Priority Guarantor prior to the Amendment Effective Date (as defined in the Amendment and Restatement No.4) (and any other first priority guarantee granted by a First Priority Holdco Subsidiary in connection with becoming a First Priority Guarantor) in favor of the Facility Agent for the benefit of the Agents and the Lenders, in each case substantially in the form attached hereto as Schedule K.

First Priority Guarantee has the meaning assigned to that term in the Recitals to this Agreement.

Examples of First Priority Guarantee in a sentence

• The obligations of each First Priority Guarantor hereunder and under each First Priority Guarantee shall be continuing and shall remain in full force and effect until all such obligations have been paid and satisfied in full.

• The obligations of each First Priority Guarantor under its First Priority Guarantee and this First Priority Indenture are in addition to and not in substitution for any other obligations to the First Priority Indenture Trustee, the First Priority Collateral Trustee, and to any of the First Priority Holders in relation to this First Priority Indenture, the First Priority Securities, and each other First Priority Document and any guarantees or security at any time held by or for the benefit of any of them.

• No First Priority Guarantee shall operate by way of merger of any of the obligations of a First Priority Guarantor under any other agreement, including, without limitation, this First Priority Indenture and any First Priority Security.

• All cash, moneys, and proceeds of First Priority Collateral received by the Collateral Trustee under or pursuant to any provision of this Trust Agreement, any First Priority Guarantee or any First Priority Document (except Collateral Trustee Fees) shall be held in trust for the purposes set forth herein and in the other First Priority Documents.

• The Additional Guarantee designated by such Additional Guarantee Designation shall constitute a First Priority Guarantee of the First Priority Obligations.

• The obligations of each First Priority Guarantor hereunder shall survive the payment in full of the obligations of such First Priority Guarantor under its First Priority Guarantee and each other First Priority Guarantee and shall be enforceable against such First Priority Guarantor without regard to and without giving effect to any defense, right of offset, or counterclaim available to or which may be asserted by the Company or any other First Priority Guarantor.

• If any First Priority Guarantor fails to pay any amount hereunder or under any First Priority Guarantee, the First Priority Indenture Trustee may proceed in its name as trustee hereunder in the enforcement of the First Priority Guarantor’s obligations hereunder and under any First Priority Guarantee by any remedy provided by law, whether by legal proceedings or otherwise, and to recover from such First Priority Guarantor all amounts due.

• Each payment to be made by a First Priority Guarantor hereunder or under a First Priority Guarantee shall be made in U.S. Dollars without set-off, counterclaim, reduction, or diminution of any kind or nature, and shall be accompanied by payment of all Additional Amounts, if any.

• Each First Priority Guarantor shall pay on demand by the First Priority Indenture Trustee any and all costs, fees, and expenses (including, without limitation, legal fees on a solicitor and client basis) incurred by the First Priority Indenture Trustee, its agents, advisors, and counsel or any of the First Priority Holders in enforcing any of their rights under this Article IX or any First Priority Guarantee.

• The obligations of each First Priority Guarantor hereunder and under each First Priority Guarantee are and shall be absolute and unconditional and any monies or amounts expressed to be owing or payable by each First Priority Guarantor hereunder which may not be recoverable from such First Priority Guarantor on the basis of a guarantee hereunder or a First Priority Guarantee shall be recoverable from such First Priority Guarantor as a primary obligor and principal debtor in respect thereof.

More Definitions of First Priority Guarantee

First Priority Guarantee has the meaning given to such term in the form of the amended and restated Facility Agreement set out in Schedule 3. Guarantees has the meaning given to such term in the form of the amended and restated Facility Agreement set out in Schedule 3. Guarantor means each guarantor under the First Priority Guarantee, the Second Priority Guarantee and the Third Priority Guarantee.

First Priority Guarantee means the Guarantee Agreement, dated as of the Effective Date, delivered by, among others, the Grantors pursuant to the First Priority Credit Agreement.

First Priority Guarantee means any guarantee by any Grantor of any or all of the First-Priority Obligations.

First Priority Guarantee means any guarantee by any Loan Party of any or all of the First Priority Obligations. “First Priority Lender” means any “Lender” as defined in the Existing First Priority Agreement or any Replacement First Priority Agreement in respect thereof. “First Priority Lien” means any Lien created by the First Priority Security Documents. “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, (i) all principal of and interest (including without limitation any Post-Petition Interest) and premium (if any) on all loans made pursuant to such First Priority Agreement, and (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, (c) all Designated Hedging Obligations, (d) all Designated Cash Management Obligations and (e) all other obligations, fees, expenses and other amounts payable from time to time pursuant to the 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, Junior 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, the Second Priority Secured Parties and the Junior Priority Secured Parties, be deemed to be reinstated and outstanding as if such payment had not occurred. Notwithstanding the foregoing, unless otherwise permitted by the Second Priority Documents or agreed to by the Second Priority Representative, if the sum of (without duplication) (A) Indebtedness constituting the principal amount of loans outstanding under the First Priority Agreements plus (B) the aggregate face amount of any letters of credit issued or drawn but not reimbursed under the First Priority Agreements exceeds the Cap Amount, then the amoun...

First Priority Guarantee means any guarantee by any Loan Party of any or all of the First Priority Obligations. “First Priority Lien” means any Lien created by the First Priority Security Documents. “First Priority Obligations” means (a) all principal of and interest (including, without limitation, any Post-Petition Interest) and premium (if any) on all loans made pursuant to the First Priority Agreement, (b) 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 the First Priority Agreement, (c) all Hedging Obligations, (d) all Cash Management Obligations and (e) all guarantee obligations, fees, charges, expenses, indemnities and other amounts payable from time to time pursuant to the First Priority Documents, in each case whether direct or indirect, absolute or contingent, joint or several, primary or secondary and 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. To the extent that any interest, fees, expenses or other charges (including, without limitation, Post-Petition Interest) to be paid pursuant to the First Priority Agreement are disallowed by order of any court, including, without limitation, by order of a Bankruptcy Court in any Insolvency Proceeding, such interest, fees, expenses and charges (including, without limitation, Post-Petition Interest) shall, as between the First Priority Secured Parties and the Second Priority Secured Parties, be deemed to continue to accrue and be added to the amount to be calculated as the “First Priority Obligations”.