Examples of Non-Paying Guarantor in a sentence

Each of theLoan Guarantors covenants and agrees that its right to receive any contribution under this Loan Guarantyfrom a Non-Paying Guarantor shall be subordinate and junior in right of payment to the payment in fullin cash of the Guaranteed Obligations.

More Definitions of Non-Paying Guarantor

Non-Paying Guarantor shall contribute to such Paying Guarantor an amount equal to such Non-Paying Guarantor’s “Contribution Percentage” of such payment or payments made, or losses suffered, by such Paying Guarantor. For purposes of this ARTICLE 10, each Non-Paying Guarantor’s “Contribution Percentage” with respect to any such payment or loss by a Paying Guarantor shall be determined as of the date on which such payment or loss was made by reference to the ratio of (i) such Non-Paying Guarantor’s Maximum Liability as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder) or, if such Non-Paying Guarantor’s Maximum Liability has not been determined, the aggregate amount of all monies received by such Non-Paying Guarantor from the Borrowers after the Closing Date (whether by loan, capital infusion or by other means) to (ii) the aggregate Maximum Liability of all Guarantors hereunder (including such Paying Guarantor) as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder), or to the extent that a Maximum Liability has not been determined for any Guarantor, the aggregate amount of all monies received by such Guarantors from the Borrowers after the Closing Date (whether by loan, capital infusion or by other means). Nothing in this provision shall affect any Guarantor’s several liability for the entire amount of the Guaranteed Obligations (up to such Guarantor’s Maximum Liability). Each of the Guarantors covenants and agrees that its right to receive any contribution under this Guaranty from a Non-Paying Guarantor shall be subordinate and junior in right of payment to the payment in full in cash of the Guaranteed Obligations. This provision is for the benefit of both the Agents, the Fronting Banks, the Lenders and the Guarantors and may be enforced by any one, or more, or all of them in accordance with the terms hereof.

Non-Paying Guarantor has the meaning assigned to such term in Section 9.08(c).“Notes” means the Revolving Notes and the Term Notes.

Non-Paying Guarantor has the meaning assigned to such term in Section 10.10.“Non-U.S. Lender” means a Lender that is not a “United States person” within themeaning of Section 7701(a)(30) of the Code.“NYFRB” means the Federal Reserve Bank of New York.“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Ratein effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day thatis not a Business Day, for the immediately preceding Business Day); provided that if none of such ratesis published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federalfunds transaction quoted at 11:00 a.m. on such day received by the Agent from a federal funds broker ofrecognized standing selected by it; provided, further, that if any of the aforesaid rates shall be less thanzero, such rate shall be deemed to be zero for purposes of this Agreement.“Obligated Party” has the meaning assigned to such term in Section 10.02.“Obligations” means all unpaid principal of and accrued and unpaid interest on the TermLoans made to the Borrower, all accrued and unpaid fees (including pursuant to Section 2.10 of thisAgreement) and all expenses, reimbursements, indemnities and other obligations of the Loan Parties tothe Lenders or to any Lender, the Agent or any indemnified party arising under the Loan Documents(including interest and fees accruing after commencement of any bankruptcy or insolvency proceedingagainst any Loan Party, whether or not allowed in such proceeding).“Officer” means the Chairman of the Board, the Chief Executive Officer, the President,the Chief Financial Officer, the Treasurer, any Executive Vice President, Senior Vice President or VicePresident or the Secretary of the Borrower.“Officers’ Certificate” means a certificate signed on behalf of the Borrower by anOfficer of the Borrower.“Other Information” has the meaning assigned to such term in Section 3.13(b).“Other Taxes” means all present or future stamp, registration, court or documentary,intangible, recording, filing or similar Taxes arising from any payment made or required to be madeunder, from the execution, delivery, performance, enforcement or registration of, from the receipt orperfection of a security interest under, or otherwise with respect to, this Agreement or any other LoanDocument. “Overnight Bank Funding Rate” means, for any day, the rate comprised of bothovernight federal funds and overnight eurodollar borrowings by U.S.-managed banking o...

Non-Paying Guarantor has the meaning assigned to such term in Section 2.09. “Obligated Party” has the meaning assigned to such term in Section 2.02. “Paying Guarantor” has the meaning assigned to such term in Section 2.09. “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Loan Guarantor that has total assets exceeding $10,000,000 at the time the relevant Loan Guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. “Restricted Subsidiary” means the “Restricted Subsidiaries” under and as defined in the Credit Agreement. “Section” means a numbered section of this Loan Guaranty, unless another document is specifically referenced. “subsidiary” has the meaning assigned to such term in the Credit Agreement. “Subsidiary Parties” means (a) the Restricted Subsidiaries of the Lead Borrower identified on Exhibit A hereto and (b) each other Restricted Subsidiary that becomes a party to this Loan Guaranty as a Subsidiary Party after the date hereof, in accordance with Section 3.04 herein and Section 5.12 of the Credit Agreement. “UFCA” has the meaning assigned to such term in Section 2.09(a). “UFTA” has the meaning assigned to such term in Section 2.09(a). The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms. Capitalized terms used in this Loan Guaranty and not otherwise defined herein shall have the meanings set forth in the Credit Agreement. 2

Non-Paying Guarantor has the meaning assigned to such term in Section 10.10. “Non-U.S. LC Collateral Account” has the meaning assigned to such term in Section 2.06(j). “Notes” means, individually or collectively as the context may require, the Revolving Notes, the Swingline Notes and the Term Notes. “Obligated Party” has the meaning assigned to such term in Section 10.02. 36

Non-Paying Guarantor has the meaning assigned to such term in Section 10.10. “Obligated Party” has the meaning assigned to such term in Section 10.02.

Non-Paying Guarantor definition

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