On each Calculation Date, the Computation Agent will calculate the Issuer Available Funds, which will be used by the Issuer to make the payments set out in the Pre-Event Priority of Payments (as defined below).
Priority of Payments The meaning specified in Section 11.1(a).
Post-Enforcement Priority of Payments means the order of priority pursuant to which the Guarantor Available Funds shall be applied on each Guarantor Payment Date, following the delivery of a Guarantor Default Notice, in accordance with the Intercreditor Agreement.
Guarantee Priority of Payments means the priority of payments relating to moneys received by the Cash Manager for and on behalf of the Guarantor and moneys standing to the credit of the Guarantor Accounts, to be paid on each Guarantor Payment Date in accordance with the Guarantor Agreement.
Discharge of Priority Lien Obligations means the occurrence of all of the following:
Indenture Event of Default means an "Event of Default" as defined in the Indenture.
Senior Priority Obligations as defined in the Base Intercreditor Agreement.
Additional Collateral Loan Each Mortgage Loan that is supported by Additional Collateral.
Additional Collateral Documents as defined in the Base Intercreditor Agreement.
Junior Priority Obligations means the Original Second Lien Obligations and any Additional Obligations constituting Junior Priority Debt.
Additional Collateral Any of the following held, in addition to the related Mortgaged Property, as security for a Mortgage Loan: (i) all money, securities, security entitlements, accounts, general intangibles, payment rights, instruments, documents, deposit accounts, certificates of deposit, commodities contracts and other investment property and other property of whatever kind or description now existing or hereafter acquired which is pledged as security for the repayment of such Mortgage Loan, (ii) third-party guarantees, and (A) all money, securities, security entitlements, accounts, general intangibles, payment rights, instruments, documents, deposit accounts, certificates of deposit, commodities contracts and other investment property and other property of whatever kind or description now existing or hereafter acquired which is pledged as collateral for such guarantee or (B) any mortgaged property securing the performance of such guarantee, or (iii) such other collateral as may be set forth in the Series Supplement.
First Priority Obligations means, collectively, (i) the Credit Agreement Secured Obligations, (ii) each Series of Other First-Priority Obligations and (iii) any other First-Priority Hedging Obligations and First-Priority Cash Management Obligations (which shall be deemed to be part of the Series of Other First-Priority Obligations to which they relate to the extent provided in the applicable Other First-Priority Agreement).
Second Priority Obligations means (a) with respect to the Existing Second Priority Agreement, all “Secured Obligations” of each Loan Party as defined in the “Security Agreement” referred to in the Existing Second Priority Agreement and (b) with respect to each other Second Priority Agreement, (i) all principal of and interest (including without limitation any Post-Petition Interest) and premium (if any) on all indebtedness under such Second Priority Agreement, and (ii) all guarantee obligations, fees, expenses and other amounts payable from time to time pursuant to the applicable Second Priority Documents, in each case whether or not allowed or allowable in an Insolvency Proceeding. To the extent any payment with respect to any Second 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 First 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 hereunder, be deemed to be reinstated and outstanding as if such payment had not occurred.
Special event permit means a permit granted by the Division
Other Priority Claim means any Claim other than an Administrative Claim or a Priority Tax Claim entitled to priority in right of payment under section 507(a) of the Bankruptcy Code.
Penalty Charge Notice means a notice described in Section 78 of the 2004 Act having effect as if issued or served by a Civil Enforcement Officer or posted by the enforcement authority under any regulations for the time being in force under Section 78 of the 2004 Act.
Other Priority Claims means any Claim, other than an Administrative Claim or a Priority Tax Claim, entitled to priority in right of payment under section 507(a) of the Bankruptcy Code.
Priority Tax Claim means any Claim of a Governmental Unit of the kind specified in section 507(a)(8) of the Bankruptcy Code.
Additional Collateral Mortgage Loan Each Mortgage Loan identified as such in the Mortgage Loan Schedule.
Original Collateral Sale Date means 8 December 2020.
Original Collateral Sale Price means JPY 12,657,716,800. Notwithstanding anything to the contrary in the Collateral Sale Agreement, the consideration for the Initial Charged Assets is the Issue Price of the Notes plus the entry into the Swap Agreement by the Issuer.
Guarantee Event of Default means a default by the Guarantor on any of its payment or other obligations under this Guarantee.
Threshold Event Collateral shall have the meaning assigned to such term in Section 5(g).
Collateral Event of Default has the meaning set forth in Section 13.01(b).
Collateral Event means that no Relevant Entity has credit ratings at least equal to the Approved Ratings Threshold.
Priority Non-Tax Claim means any Claim other than an Administrative Expense Claim or a Priority Tax Claim, entitled to priority in payment as specified in section 507(a) of the Bankruptcy Code.
Collateral Tax Event means at any time, as a result of the introduction of a new, or any change in, any home jurisdiction or foreign tax statute, treaty, regulation, rule, ruling, practice, procedure or judicial decision or interpretation (whether proposed, temporary or final), interest payments due from the Obligors of any Collateral Obligations in relation to any Due Period to the Issuer becoming properly subject to the imposition of home jurisdiction or foreign withholding tax (other than where such withholding tax (i) is compensated for by a "gross up" provision in the terms of the Collateral Obligation so that the Issuer receives the same amount on an after tax basis that it would have received had no withholding tax been imposed or (ii) arises on account of FATCA) so that the aggregate amount of such withholding tax on all Collateral Obligations in relation to such Due Period is equal to or in excess of 6 per cent. of the aggregate interest payments due (for the avoidance of doubt, excluding any additional interest arising as a result of the operation of any gross up provision) on all Collateral Obligations in relation to such Due Period.