Second Priority Agreement definition
Second Priority Agreement means the collective reference to (a) the Existing Second Priority Agreement, (b) any Additional Second Priority Agreement and (c) any other credit agreement, loan agreement, note agreement, promissory note, indenture, or other agreement or instrument evidencing or governing the terms of any indebtedness or other financial accommodation that has been incurred to extend, replace, refinance or refund in whole or in part the indebtedness and other obligations outstanding under the Existing Second Priority Agreement, any Additional Second Priority Agreement or any other agreement or instrument referred to in this clause (c). Any reference to the Second Priority Agreement hereunder shall be deemed a reference to any Second Priority Agreement then extant.
Second Priority Agreement means the collective reference to (a) the Existing Second Priority Agreement, (b) any Additional Second Priority Agreement and (c) any other credit agreement, loan agreement, note agreement, promissory note, indenture, or other agreement or instrument evidencing or governing the terms of any indebtedness or other financial accommodation that has been incurred to extend, increase, renew, refund, replace (whether upon or after termination or otherwise) or refinance (including by means of sales of debt securities to institutional investors) in whole or in part from time to time the indebtedness and other obligations outstanding under the Existing Second Priority Agreement, any Additional Second Priority Agreement or any other agreement or instrument referred to in this clause (c). Any reference to the Second Priority Agreement hereunder shall be deemed a reference to any Second Priority Agreement then extant.
Second Priority Agreement means the collective reference to (a) the Existing Second Priority Agreement, (b) any Additional Second Priority Agreement and (c) any other credit agreement, loan agreement, note agreement, promissory note, indenture, or other agreement or instrument evidencing or governing the terms of any indebtedness or other financial accommodation that has been incurred to extend, replace, refinance or refund in whole or in part the indebtedness and other obligations outstanding under the Existing Second Priority Agreement, any Additional Second Priority Agreement or any other agreement or instrument referred to in this clause (c) if such agreement or instrument expressly provides that it is intended to be and is a Second Priority Agreement hereunder (a “Replacement Second Priority Agreement”). Any reference to the Second Priority Agreement hereunder shall be deemed a reference to any Second Priority Agreement then extant.
Examples of Second Priority Agreement in a sentence
Any such additional party and each First Priority Representative and Second Priority Representative shall be entitled to rely on the determination of the Borrower that such modifications do not violate any First Priority Agreement or Second Priority Agreement if such determination is set forth in an Officers’ Certificate and an opinion of counsel delivered to such party, the First Priority Representative and the Second Priority Representative.
Each party hereto hereby acknowledges and agrees that all of the rights, privileges, protections, indemnities and immunities afforded U.S. Bank, National Association as Collateral Agent under the Existing Second Priority Agreement and the Second Priority Security Documents are hereby incorporated herein as if set forth herein in full.
For avoidance of doubt, it is understood that nothing in this Agreement shall prevent any Second Priority Secured Party or Junior Priority Secured Party from exercising any available remedy to accelerate the maturity of any indebtedness or other obligations owing under the Second Priority Agreement or any Junior Priority Agreement, as applicable, or to demand payment under any guarantee in respect thereof.
Each Person that becomes a Loan Party after the date hereof shall become a party to this Agreement upon execution and delivery by such Person of a Loan Party Joinder Agreement in the form of Exhibit D to the Second Priority Agreement.
Each party hereto hereby acknowledges and agrees that all of the rights, privileges, protections, indemnities and immunities afforded ▇▇▇▇▇ Fargo Bank, National Association as Collateral Agent under the Joining Second Priority Agreement and the Collateral Documents (as defined therein) are hereby incorporated herein as if set forth herein in full.
More Definitions of Second Priority Agreement
Second Priority Agreement means (i) the Existing Second Priority Agreement, as amended, supplemented, restated, amended and restated or otherwise modified from time to time in accordance with Section 6(c), and (ii) any other credit agreement, loan agreement, note agreement, promissory note, indenture, or other agreement or instrument evidencing or governing the terms of any indebtedness or other financial accommodation that has been incurred to extend, replace, refinance or refund in whole or in part the indebtedness and other obligations outstanding under the Existing Second Priority Agreement or other agreement or instrument referred to in this clause (ii) in accordance with Section 6.01(c), unless such agreement or instrument expressly provides that it is not intended to be and is not a Second Priority Agreement hereunder. Any reference to the Second Priority Agreement hereunder shall be deemed a reference to any Second Priority Agreement then extant.
Second Priority Agreement means, collectively, the Exit Agreement, the Secured Notes Indenture and the Convertible Notes Indenture.
Second Priority Agreement means (i) the Existing Second Priority Agreement and (ii) any other credit agreement, loan agreement, note agreement, promissory note, indenture, or other agreement or instrument evidencing or governing the terms of any indebtedness or other financial accommodation that has been incurred to extend, replace, refinance or refund in whole or in part the indebtedness and other obligations outstanding under the Existing Second Priority Agreement or other agreement or instrument referred to in this clause (ii). Any reference to the Second Priority Agreement hereunder shall be deemed a reference to any Second Priority Agreement then extant.
Second Priority Agreement has the meaning set forth in the second WHEREAS clause of this Agreement.
Second Priority Agreement means the collective reference to (a) the Existing Second Priority Agreement, (b) any Additional Second Priority Agreement and (c) any other credit agreement, loan agreement, note agreement, promissory note, indenture, or other agreement or instrument evidencing or governing the terms of any indebtedness or other financial accommodation that has been incurred to extend, increase, renew, refund, replace (whether upon or after termination or otherwise) or refinance (including by means of sales of debt securities to institutional investors) in whole or in part from time to time the indebtedness and other obligations outstanding under the Existing Second Priority Agreement, any Additional Second Priority Agreement or any other agreement or instrument referred to in this clause (c) unless such agreement or instrument expressly provides that it is not intended to be and is not a Second Priority Agreement hereunder (a Replacement Second Priority Agreement). Any reference herein to the Second Priority Agreement shall be deemed a reference to any Second Priority Agreement then extant (to the extent that such Second Priority Agreement is in accordance with the terms of this Agreement).
Second Priority Agreement means the collective reference to (a) the Existing Second Priority Agreement, (b) any Additional Second Priority Agreement and (c) any other credit agreement, loan agreement, note agreement, promissory note, indenture, or other agreement or instrument evidencing or governing the terms of any indebtedness or other financial accommodation that has been incurred to extend, replace, refinance or refund in whole or in part the indebtedness or other financial accommodations evidenced or governed by the Existing Second Priority Agreement, any Additional Second Priority Agreement or any other agreement or instrument referred to in this clause (c), in each case of any agreement referred to in clause (a), (b) and (c), as the same may from time to time be amended, restated, supplemented, modified, replaced, substituted, renewed, or refinanced, whether or not with the same agent, trustee, representative, lenders, or holders, and irrespective of any changes in the terms and conditions thereof. Without limiting the generality of the foregoing, the term Second Priority Agreement shall include any amendment, amendment and restatement, renewal, extension, restructuring, supplement, or modification to any such agreement, and all refundings, refinancings and replacements of any such agreement, including any agreement (i) extending the maturity of any indebtedness incurred thereunder or contemplated thereby, (ii) adding or deleting borrowers or guarantors thereunder so long as borrowers include one or more of the Loan Parties and their respective successors and assigns, (iii) increasing the amount of indebtedness incurred thereunder or available to be borrowed thereunder, or (iv) otherwise altering the terms and conditions thereof not expressly prohibited by the terms hereof. Any reference to the Second Priority Agreement hereunder shall be deemed a reference to any Second Priority Agreement then extant. “Second Priority Collateral” means all assets, whether now owned or hereafter acquired by the Borrower or any other Loan Party, in which a Lien is granted or purported to be granted to any Second Priority Secured Party as security for any Second Priority Obligation. “Second Priority Creditors” means the “Holders” and the “Trustee”, each as defined in the Second Priority Agreement, or any Persons that are designated under the Second Priority Agreement as the “Second Priority Creditors” for purposes of this Agreement. “Second Priority Default” means any “Event of Default” as de...
Second Priority Agreement means the collective reference to (a) the Existing Second Priority Agreement and (b) any other credit agreement, loan agreement, note agreement, promissory note, indenture, or other agreement or instrument evidencing or governing the terms of any indebtedness (or guarantee thereof) or other financial accommodation that has been incurred to extend, increase, renew, refund, replace (whether upon or after termination or otherwise) or refinance (including by means of sales of debt securities to institutional investors) in whole or in part from time to time the indebtedness and other obligations outstanding (contingent or otherwise) under the Existing Second Priority Agreement or any other agreement or instrument referred to in this clause (b). Any reference to the Second Priority Agreement hereunder shall be deemed a reference to any Second Priority Agreement then extant. 1 May be increased up to a maximum of $766,250,000 by increasing such amount to the extent the amount outstanding under the Second Priority Agreement as of the date hereof is less than $175,000,000.