Guarantee and Subordination Agreement definition

Guarantee and Subordination Agreement means the guarantee and subordination agreement dated as of 23 September 2009, between, inter alia, the Parent, the Purchaser and the French Purchaser; Guarantee Event means each of the events or circumstances set out below:
Sample 1
Guarantee and Subordination Agreement refers to the guarantee and subordination agreement to be entered into concurrently with the execution of this Agreement among the Unrestricted Subsidiaries, the Guarantor Subsidiaries, the Lenders, the Agent and the Borrower, as same may be amended, supplemented or restated from time to time;
Sample 1
Guarantee and Subordination Agreement means an unlimited guarantee and subordination (substantially in the form annexed hereto as Schedule "K") to be granted by a Person to the Administrative Agent for and on behalf of the Lenders and to the Hedge Providers pursuant to which such Person guarantees payment of all the Obligations of the Borrower to the Administrative Agent, the Lenders and the Hedge Providers and pursuant to which such Person subordinates all present and future amounts owing to such Person under, out of, or in connection with the Material Contracts to the Obligations as the same may be amended, supplemented, restated and replaced from time to time.
Sample 1

Examples of Guarantee and Subordination Agreement in a sentence

  • This Supplemental Agreement and the interpretation and enforcement thereof shall be governed by and construed in accordance with the laws selected in the Guarantee and Subordination Agreement.

  • The Guarantee and Subordination Agreement is hereby incorporated herein by reference.

  • The New Guarantor hereby acknowledges that it has received and taken cognizance of an original executed copy of the Credit Agreement and the Guarantee and Subordination Agreement and is familiar with all the provisions thereof.

  • Except as expressly amended hereby, the Guarantee and Subordination Agreement shall remain in full force and effect.

  • The expressions “hereto” or “hereunder” or “hereof” or “herein” or this “Agreement” refer to this Guarantee and Subordination Agreement together with any future amendment, updating, restatement or supplement thereto.

  • The New Guarantor, by its signature below, becomes Guarantor under the Guarantee and Subordination Agreement with the same force and effect as if originally named therein as Guarantor, and the New Guarantor hereby agrees to abide by all the terms and provisions of the Guarantee and Subordination Agreement applicable to it as Guarantor thereunder (including, without limitation, any waiver contained therein).

  • Unless otherwise defined or unless there is something in the subject matter or the context inconsistent therewith, all capitalized words and expressions used herein shall have the meaning ascribed to them in the Guarantee and Subordination Agreement.

  • Each such demand shall be accompanied by a certificate of the Agent setting forth the amount which the Guarantors are bound to pay pursuant to the Guarantee contemplated in the Guarantee and Subordination Agreement and the basis of the calculations made by the Agent in order to arrive at such amount.

  • Each reference to a “Guarantor” in the Guarantee and Subordination Agreement shall be deemed to include the New Guarantor.

  • Guarantee and Subordination Agreement dated January 24, 2014 by which QLIM agreed to guarantee QLl's obligations under the Credit Agreement, filed in support hereof as Exhibit P-28.

Related to Guarantee and Subordination Agreement

  • Guarantee and Collateral Agreement the Guarantee and Collateral Agreement to be executed and delivered by the Borrower and each Subsidiary Guarantor, substantially in the form of Exhibit A, as the same may be amended, supplemented or otherwise modified from time to time.

  • Guarantee Agreement means the Guarantee Agreement executed by the Company and Wilmington Trust Company, as Guarantee Trustee, contemporaneously with the execution and delivery of this Indenture, for the benefit of the holders of the Preferred Securities, as modified, amended or supplemented from time to time.

  • Guarantee Agreements means the Parent Guarantee Agreement and the Subsidiary Guarantee Agreement.

  • Subsidiary Guarantee Agreement means the Subsidiary Guarantee Agreement, substantially in the form of Exhibit I, made by the Subsidiary Guarantors in favor of the Collateral Agent for the benefit of the Secured Parties.

  • Guarantee and Adherence Agreement means the guarantee and adherence agreement pursuant to which the Guarantors shall, amongst other, (i) guarantee all amounts outstanding under the Finance Documents, including but not limited to the Bonds, plus accrued interests and expenses, (ii) agree to subordinate all subrogation claims, and (iii) undertake to adhere to the terms of the Finance Documents.

  • Guarantee and Security Agreement means that certain Guarantee, Pledge and Security Agreement, dated as of the Effective Date, among the Borrower, the Subsidiary Guarantors, the Administrative Agent, each holder (or a representative, agent or trustee therefor) from time to time of any Secured Longer-Term Indebtedness, and the Collateral Agent.

  • Guaranty Agreement means an agreement executed by the Guarantors in substantially the form of Exhibit F-2 unconditionally guarantying on a joint and several basis, payment of the Indebtedness, as the same may be amended, modified or supplemented from time to time.

  • Intercompany Subordination Agreement means a subordination agreement executed and delivered by Borrowers and Agent, the form and substance of which is satisfactory to Agent.

  • Subsidiary Guaranty Agreement means each unconditional guaranty agreement executed by the Subsidiary Guarantors in favor of the Administrative Agent for the ratable benefit of the Secured Parties, substantially in the form of Exhibit H, as amended, restated, supplemented or otherwise modified from time to time.

  • Management Fee Subordination Agreement means that certain Amended and Restated Management Fee Subordination Agreement, dated as of the Closing Date, by and between the Sponsor and Agent and acknowledged by the Borrower.

  • Affiliate Subordination Agreement means an Affiliate Subordination Agreement in the form of Exhibit F pursuant to which intercompany obligations and advances owed by any Loan Party are subordinated to the Obligations.

  • Subordination Agreements means all subordination agreements executed by a holder of Subordinated Debt in favor of the Administrative Agent and the Lenders from time to time after the Closing Date in form and substance and on terms and conditions satisfactory to Administrative Agent.

  • Guaranty means, with respect to any Person, any obligation (except the endorsement in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing or in effect guaranteeing any indebtedness, dividend or other obligation of any other Person in any manner, whether directly or indirectly, including (without limitation) obligations incurred through an agreement, contingent or otherwise, by such Person:

  • Subordination Agreement means an agreement among the Agent, the applicable Borrower or Subsidiary of the Borrower and the holder of any Subordinated Debt, pursuant to which such Indebtedness is made subordinate in right of payment to Payment in Full of all Obligations on terms reasonably satisfactory to the Agent.

  • Guaranty and Collateral Agreement means the Guaranty and Collateral Agreement dated as of the date hereof executed and delivered by the Loan Parties, together with any joinders thereto and any other guaranty and collateral agreement executed by a Loan Party, in each case in form and substance satisfactory to the Administrative Agent.

  • Guaranty Agreements means and includes the Guarantee of the Loan Parties provided for in Section 11 and any other guaranty agreement executed and delivered in order to guarantee the Secured Obligations or any part thereof in form and substance acceptable to the Administrative Agent.

  • Forbearance Agreement means the forbearance agreement entered into by Granite Co. prior to the implementation of the 2011 Arrangement.

  • Guarantee Assumption Agreement means a Guarantee Assumption Agreement substantially in the form of Exhibit B to the Guarantee and Security Agreement between the Collateral Agent and an entity that pursuant to Section 5.08 is required to become a “Subsidiary Guarantor” under the Guarantee and Security Agreement (with such changes as the Administrative Agent shall request consistent with the requirements of Section 5.08).

  • Note Agreement hereunder," "hereof," "herein," or words of like import referring to the Note Agreement, shall mean and be a reference to the Note Agreement, as amended hereby.

  • Guarantor Security Agreement means any security agreement executed by any Guarantor in favor of Agent securing the Obligations or the Guaranty of such Guarantor, in form and substance satisfactory to Agent.

  • Financial Agreement means a financial agreement within the meaning of section 205ZN, 205ZO or 205ZP;(FLA s. 4(1))

  • Guaranty and Security Agreement means a guaranty and security agreement, dated as of even date with this Agreement, in form and substance reasonably satisfactory to Agent, executed and delivered by each of the Loan Parties to Agent.

  • Subordinated Loan Agreement means a binding agreement with a Subordinated Debt Provider providing unsecured debt financing for the benefit of the Energy Complex and on terms and conditions that shall satisfy the requirements of the Financing Documents.

  • Financing Agreement means any lease purchase agreement, installment sale agreement, loan agreement, line of credit or other agreement of the department or, with the approval of the director, and any agency, to finance the improvement, use or acquisition of real or personal property that is or will be owned or operated by one or more agencies of the State, the department or any agency, or to refinance previously executed financing agreements including certificates of participation relating thereto. The School shall not act as a guarantor of any such financing agreement.

  • Reaffirmation Agreement means that certain Reaffirmation Agreement, dated as of the date hereof, between the Loan Parties and the Administrative Agent, for the benefit of the Administrative Agent and the Lenders and the other holders of the Secured Obligations.

  • Second Lien Security Agreement means the Second Lien Security Agreement, dated as of the date hereof, among the Initial Borrower, the Parent Borrower, certain Subsidiaries of the Parent Borrower from time to time party thereto and the Second Lien Notes Collateral Agent, as amended, restated, waived, restructured, renewed, extended, supplemented or otherwise modified from time to time or as replaced in connection with any Refinancing, extension, refunding or replacement of the Second Lien Notes Indenture.