Second Priority Guarantee definition

Second Priority Guarantee means any guarantee by any Loan Party of any or all of the Second Priority Obligations.
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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.
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Second Priority Guarantee has the meaning assigned to that term in the Recitals to this Agreement.
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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.

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

  • The Collateral Trustee shall, subject to subsection 6.1, make available for inspection and copying by the Indenture Trustee each certificate or other document furnished to the Collateral Trustee by Satmex under or in respect of this Trust Agreement, any Second Priority Guarantee or any Second Priority Security Document or any of the Second Priority Collateral.

  • 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.

  • 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.

  • WILMINGTON TRUST COMPANY, as Second Priority Collateral Trustee, By________________________________ Name: Title: EACH OF THE SUBSIDIARIES LISTED ON SCHEDULE I HERETO, as Grantors, By________________________________ Name: Title: THRIFTY PAYLESS, INC., as Grantor, By________________________________ Name: Title: Schedule I to the Second Priority Guarantee Agreement Subsidiary Guarantors ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLC ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, LLC ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ - ▇▇▇▇▇▇▇▇ Inc.

  • 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.

  • Each Guarantor agrees to make immediate payment to the Trustee on behalf of the Second Priority Holders of all Second Priority Guarantee Obligations and all obligations under Guarantees owing or payable to the respective Second Priority Holders upon receipt of a demand for payment therefor by the Trustee to such Guarantor in writing, provided, however.

  • The obligations of Vencor under this Agreement (the "Second Priority Guarantee Obligations") shall be subordinated in right of payment, to the extent and in the manner provided in this Section, to the prior payment by Vencor of its obligations under the Senior Vencor Guaranty Agreement (the "Senior Guarantee Obligations").


More Definitions of Second Priority Guarantee

Second Priority Guarantee means the guarantee of the Second Priority Obligations by a Guarantor executed by such Guarantor pursuant to the Second Priority Indenture.
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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.
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Second Priority Guarantee means any guarantee by any Loan Party of any or all of the Second Priority Obligations. “Second Priority Lien” means any Lien created by the Second Priority Security Documents. “Second Priority Obligations” means (a) all principal of and interest (including, without limitation, any Post-Petition Interest) and premium (if any) on all indebtedness under the Second Priority Agreement, and (b) all guarantee obligations, fees, charges, expenses, indemnities and other amounts payable from time to time pursuant to the Second Priority Documents, in each case whether direct or indirect, absolute or contingent, joint or several, primary or secondary and 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, be deemed to be reinstated and outstanding as if such payment had not occurred. To the extent that any interest, fees, expenses or other charges (including, without limitation, Post-Petition Interest) to be paid pursuant to the Second Priority Agreement are disallowed by order of any court, including, without limitation, by order of a Bankruptcy Court in any Insolvency Proceeding, such interest, fees, expenses and charges (including, without limitation, Post-Petition Interest) shall, as between the First Priority Secured Parties and the Second Priority Secured Parties, be deemed to continue to accrue and be added to the amount to be calculated as the “Second Priority Obligations”. “Second Priority Representative” has the meaning set forth in the introductory paragraph hereof, but shall also include any Person identified as a “Second Priority Representative” in any Second Priority Agreement other than the Existing Second Priority Agreement. “Second Priority Secured Party” means the Second Priority Representative, the Second Priority Creditors and any other holders of the Second Priority Obligations. “Second Priority Security Documents” means the Second Pr...
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Second Priority Guarantee means any guarantee by any Grantor of any or all of the Second-Priority Obligations.
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Related to Second Priority Guarantee

  • Security Guarantee means any guarantee of the obligations of the Company under this Indenture and the Securities by any Restricted Subsidiary in accordance with 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 Debt Parties means the Initial Second Priority Debt Parties and, with respect to any series, issue or class of Second Priority Debt, the holders of such Indebtedness, the Representative with respect thereto, any trustee or agent therefor under any related Second Priority Debt Documents and the beneficiaries of each indemnification obligation undertaken by the Borrower or any other Grantor under any related Second Priority Debt Documents.

  • 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.