First Priority Term Loan Agreement definition

First Priority Term Loan Agreement means the Credit and Guaranty Agreement, dated as of the Closing Date, among the Company, the Guarantors, the First Priority Term Loan Administrative Agent and the agents and lenders thereunder, relating to $600.0 million in aggregate principal amount of term loans, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, as amended, modified, renewed, restated or replaced, in whole or in part, from time to time.
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First Priority Term Loan Agreement is defined in the Recitals hereto.
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Examples of First Priority Term Loan Agreement in a sentence

  • Unless otherwise defined herein, terms defined in the First Priority Term Loan Agreement and used herein shall have the meanings given to them in the First Priority Term Loan Agreement.

  • The Borrower hereby gives you notice in accordance with Section 2.01 of the First Priority Term Loan Agreement that the Borrower irrevocably requests that a First Priority Term Loan be made on March 23, 2004 (which date is a Business Day), which shall be a LIBOR Rate Loan in an aggregate principal amount of $600,000,000 with an initial Interest Period ending March 31, 2004.

  • Following the execution of this Assignment Agreement, it will be delivered to the Administrative Agent for recording by the Administrative Agent pursuant to Section 12.06 of the First Priority Term Loan Agreement, effective as of the Effective Date.

  • Upon the occurrence of any Event of Default, all principal and all accrued interest then remaining unpaid on this First Priority Term Loan Note shall become, or may be declared to be, immediately due and payable, all as provided in, and subject to, the First Priority Term Loan Agreement.

  • In addition, this Assignment Agreement constitutes notice to the Administrative Agent, pursuant to Section 12.06 of the First Priority Term Loan Agreement, of the assignment and delegation to the Assignee of the Assigned Portion of the First Priority Term Loans of the Assignor outstanding under the First Priority Term Loan Agreement as of the Effective Date, subject to its written consents.

  • The Assignee confirms and agrees that in becoming a Lender and in making its First Priority Term Loans under the First Priority Term Loan Agreement, such actions have and will be made without recourse to, or representation or warranty by, the Administrative Agent, except for the representations expressly set forth below.

  • Repayments of principal, interest and all other amounts due with respect to or in connection with this First Priority Term Loan Note are subject to the terms of the Collateral Trust Agreement (as defined in the First Priority Term Loan Agreement).

  • In addition, the Assignee, independently and without reliance upon the Assignor, the Administrative Agent, any other Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, shall continue to make its own credit decisions in taking or not taking action under the First Priority Term Loan Agreement, the other First Priority Term Loan Documents and the other instruments and documents delivered in connection therewith.

  • This First Priority Term Loan Note is subject to the limitations on recourse set forth in Section 12.22 of the First Priority Term Loan Agreement.

  • The Borrower further agrees to pay interest in like money at the Principal Office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.05 of the First Priority Term Loan Agreement.

Related to First Priority Term Loan Agreement

  • Term Loan Security Documents means the “Security Documents” as defined in the Term Loan Credit Agreement.

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

  • ABL/Term Loan Intercreditor Agreement means the Intercreditor Agreement, dated as of the Closing Date, by and among the Administrative Agent, Barclays Bank PLC, as collateral agent under the Term Loan Credit Agreement, Holdings, Borrower and the other Subsidiary Loan Parties party thereto, as amended, restated, supplemented, replaced, refinanced or otherwise modified from time to time in accordance with the requirements thereof and of this Agreement.

  • Term Loan Agreement has the meaning assigned to such term in the recitals of this Agreement.

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

  • Second Lien Security Agreement means the “Security Agreement” as defined in the Second Lien Credit Agreement.

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

  • 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.

  • 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.

  • Senior Loan Agreement means that certain Term Loan Agreement, dated as of June 26, 2015, by and among Borrower and Senior Lenders, as amended, restated, supplemented or otherwise modified from time to time.

  • First Lien Security Agreement means the “Security Agreement” as defined in the First Lien Credit Agreement.

  • Credit Agreement Collateral Documents means the Security Agreement, the other Collateral Documents (as defined in the Credit Agreement) and each other agreement entered into in favor of the Credit Agreement Collateral Agent for the purpose of securing any Credit Agreement Obligations.

  • 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.

  • Term Loan Priority Collateral as defined in the Intercreditor Agreement.

  • 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.

  • Borrower Loan Agreement means this Borrower Loan Agreement.

  • 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.

  • Term Loan Secured Parties means the Term Loan Representative, the Term Loan Creditors and any other holders of the Term Loan Obligations.

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

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

  • UK Security Agreement means each of the security documents expressed to be governed by the laws of England (as modified, supplemented, amended or amended and restated from time to time) covering certain of such UK Loan Party’s present and future UK Collateral.

  • Permitted First Priority Refinancing Debt means any secured Indebtedness incurred by the Borrower in the form of one or more series of senior secured notes or senior secured loans; provided that (i) such Indebtedness is secured by the Collateral on a pari passu basis with the Obligations and is not secured by any property or assets of Holdings and 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 prior to the Maturity Date of the Refinanced Debt and such Indebtedness shall have a Weighted Average Life to Maturity that is not shorter than the Refinanced Debt, (iv) to the extent applicable, 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), (v) no Restricted Subsidiary guarantees such Indebtedness unless it is a Subsidiary Guarantor (or becomes a Subsidiary Guarantor substantially concurrently with the incurrence of such Indebtedness); provided that, if, at any time, such Restricted Subsidiary ceases to be a Guarantor, it shall not guarantee such Indebtedness, (vi) the other terms and conditions of such Indebtedness (excluding pricing, fees, rate floors, premiums, optional prepayment or optional redemption provisions) reflect market terms and conditions at the time of incurrence and issuance; provided, that, to the extent such terms and documentation are not substantially identical to the Indebtedness being refinanced, (x) such terms (taken as a whole) shall be less favorable to the providers of such Permitted First Priority Refinancing Debt than those applicable to the Indebtedness being refinanced, except, in each case, for financial or other covenants or other provisions contained in such Indebtedness that are applicable only after the then Latest Maturity Date, or (y) such documentation shall be reasonably acceptable to the Administrative Agent and (vii) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to a Pari Passu Intercreditor Agreement and the Administrative Agent shall have become a party to the Pari Passu Intercreditor Agreement (or any then-existing Pari Passu Intercreditor Agreement shall have been amended or replaced in a manner reasonably acceptable to the Administrative Agent, which results in such Senior Representative having rights to share in the Collateral as provided in clause (i) above). Permitted First Priority Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

  • Credit Agreement Secured Parties means the “Secured Parties” as defined in the Credit Agreement.

  • Priority Lien Security Documents means the Priority Credit Agreement (insofar as the same grants a Lien on the Collateral), each agreement listed in Part A of Exhibit B hereto, and any other security agreements, pledge agreements, collateral assignments, mortgages, deeds of trust, control agreements, or grants or transfers for security, now existing or entered into after the date hereof, executed and delivered by the Borrower or any other Grantor creating (or purporting to create) a Lien upon Collateral in favor of the Priority Lien Agent (including any such agreements, assignments, mortgages, deeds of trust and other documents or instruments associated with any Priority Substitute Credit Facility).

  • 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).

  • 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.