Second Priority Guarantee definition

Second Priority Guarantee means any guarantee by any Loan Party of any or all of the Second Priority Obligations.
Sample 1Sample 2Sample 3
Second Priority Guarantee means the second priority guarantee granted by the Second Priority Guarantors prior to the Amendment Effective Date (as defined in the Amendment and Restatement No.4) (and any other second priority guarantee granted by a Second Priority Holdco Subsidiary in connection with becoming a Second Priority Guarantor) in favor of the Facility Agent for the benefit of the Agents and the Lenders, in each case substantially in the form attached hereto as Schedule L.
Sample 1Sample 2
Second Priority Guarantee has the meaning assigned to that term in the Recitals to this Agreement.
Sample 1Sample 2

Examples of Second Priority Guarantee in a sentence

  • Notwithstanding any of the foregoing, any enforcement of the Guarantees under the Second Priority Guarantee Agreement or any remedies with respect to the Second Priority Collateral under the Second Priority Collateral Documents is subject to the provisions of the Intercreditor Agreement.

  • Notwithstanding any of the foregoing, any enforcement of the guarantees under the Second Priority Guarantee Agreement or any remedies with respect to the Second Priority Collateral under the Second Priority Collateral Documents is subject to the provisions of the Intercreditor Agreement.

  • Pursuant to the requirements of the Second Priority Debt Documents and the Second Priority Guarantee Agreement, the Grantor therefore grants this Deed of Trust to create a lien on and a security interest in the Trust Property (as defined herein) to secure the payment and performance of the Second Priority Debt Obligations.

  • The Guarantors shall not be required to sign any supplemental indenture except the supplemental indenture related to the granting, the terms and the release of such Second Priority Guarantee.

  • The obligations of each Guarantor hereunder and under each Second Priority Guarantee are and shall be absolute and unconditional and any monies or amounts expressed to be owing or payable by each Guarantor hereunder which may not be recoverable from such Guarantor on the basis of a Guarantee hereunder shall be recoverable from such Guarantor as a primary obligor and principal debtor in respect thereof.

  • The Additional Guarantee designated by such Additional Guarantee Designation shall constitute a Second Priority Guarantee of the Second Priority Obligations.

  • All cash, moneys, and proceeds of Second Priority Collateral received by the Collateral Trustee under or pursuant to any provision of this Trust Agreement, any Second Priority Guarantee or any Second Priority Document (except Collateral Trustee Fees) shall be held in trust for the purposes set forth herein and in the other Second Priority Documents.

  • The obligations of each Guarantor hereunder and under each Second Priority Guarantee shall be continuing and shall remain in full force and effect until all such obligations have been paid and satisfied in full.

  • The obligations of each Subsidiary Guarantor under this Agreement (the "Second Priority Guarantee Obligations" of such Subsidiary Guarantor) shall be subordinated, to the extent and in the manner provided in this Section 8, to the prior payment by such Subsidiary Guarantor of its obligations under the Senior Subsidiary Guarantee Agreement (the "Senior Guarantee Obligations" of such Subsidiary Guarantor); provided, however, that the obligations of Rite Aid Realty Corp.

  • The Second Priority Guarantee Agreement is hereby incorporated herein by reference.


More Definitions of Second Priority Guarantee

Second Priority Guarantee has the meaning given to such term in the form of the amended and restated Facility Agreement set out in Schedule 3. Senior Parties has the meaning given to such term in the form of the amended and restated Facility Agreement set out in Schedule 3. Subordination Agreement has the meaning given to such term in the form of the amended and restated Facility Agreement set out in Schedule 3.
Sample 1Sample 2
Second Priority Guarantee means the guarantee of the Second Priority Obligations by a Guarantor executed by such Guarantor pursuant to the Second Priority Indenture.
Sample 1Sample 2
Second Priority Guarantee means any guarantee by any Grantor of any or all of the Second-Priority Obligations.
Sample 1

Related to Second Priority Guarantee

  • Security Guarantee means the guarantee of the Securities executed by each Guarantor and the notation thereof executed pursuant to the provisions of this Indenture.

  • security guard means an employee defined as a “guard” or a “security guard” in terms of the Basic Conditions of Employment Act. 1983;

  • Facility Guaranty means the Guaranty made by the Guarantors in favor of the Agent and the other Credit Parties, in form reasonably satisfactory to the Agent.

  • 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.

  • Guarantee means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

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

  • 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.

  • 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.

  • Second Priority Lien means the Liens on the Second Priority Collateral in favor of Second Priority Debt Parties under Second Priority Collateral Documents.

  • Note Guarantee means the Guarantee by each Guarantor of the Issuer’s obligations under this Indenture and the Notes, executed pursuant to the provisions of this Indenture.

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

  • Subordinated Creditor means any creditor of Tenant which is a party to a Subordination Agreement in favor of Landlord.

  • 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).

  • Subordinated Creditors means all creditors the indebtedness of which is subordinated, in the event of the Winding-Up of DSB, in right of payment to the claims of depositors and other unsubordinated creditors of DSB other than those whose claims rank or is expressed to rank by operation of law or contract pari passu with, or junior to, the claims of the Noteholders. For this purpose indebtedness shall include all liabilities, whether actual or contingent;

  • 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.

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

  • Guarantees As defined in the preamble hereto.

  • Second Priority Collateral Documents means the Noteholder Collateral Documents and any other agreement, document or instrument pursuant to which a Lien is now or hereafter granted securing any Second Priority Claims or under which rights or remedies with respect to such Liens are at any time governed.

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

  • Second Priority Liens means all Liens on the Second Lien Collateral to secure the Second Lien Obligations, whether created under the Second Lien Security Documents or acquired by possession, statute, operation of law, subrogation or otherwise.

  • 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.

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

  • Second Priority Representative means (i) in the case of the Initial Second Priority Debt Facility covered hereby, the Initial Second Priority Representative and (ii) in the case of any Second Priority Debt Facility and the Second Priority Debt Parties thereunder the trustee, administrative agent, collateral agent, security agent or similar agent under such Second Priority Debt Facility that is named as the Representative in respect of such Second Priority Debt Facility in the applicable Joinder Agreement.

  • Permitted SBIC Guarantee means a guarantee by the Borrower of Indebtedness of an SBIC Subsidiary on the SBA’s then applicable form, provided that the recourse to the Borrower thereunder is expressly limited only to periods after the occurrence of an event or condition that is an impermissible change in the control of such SBIC Subsidiary (it being understood that, as provided in clause (s) of Article VII, it shall be an Event of Default hereunder if any such event or condition giving rise to such recourse occurs).

  • Senior Lien means the Liens on the Senior Collateral in favor of the Senior Secured Parties under the Senior Collateral Documents.