First Priority Guarantee definition

First Priority Guarantee means any guarantee by any Loan Party of any or all of the First Priority Obligations.
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First Priority Guarantee means the first priority guarantee granted by the First Priority Guarantor prior to the Amendment Effective Date (as defined in the Amendment and Restatement No.5) (and any other first priority guarantee granted by a First Priority Holdco Subsidiary in connection with becoming a First 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 I.
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First Priority Guarantee has the meaning assigned to that term in the Recitals to this Agreement.
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Examples of First Priority Guarantee in a sentence

  • Each payment to be made by a First Priority Guarantor hereunder or under a First Priority Guarantee shall be made in U.S. Dollars without set-off, counterclaim, reduction, or diminution of any kind or nature, and shall be accompanied by payment of all Additional Amounts, if any.

  • The obligations of each First Priority Guarantor hereunder and under each First 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 First Priority Guarantor hereunder shall survive the payment in full of the obligations of such First Priority Guarantor under its First Priority Guarantee and each other First Priority Guarantee and shall be enforceable against such First Priority Guarantor without regard to and without giving effect to any defense, right of offset, or counterclaim available to or which may be asserted by the Company or any other First Priority Guarantor.

  • No First Priority Guarantee shall operate by way of merger of any of the obligations of a First Priority Guarantor under any other agreement, including, without limitation, this First Priority Indenture and any First Priority Security.

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

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

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

  • Each First Priority Guarantor shall pay on demand by the First Priority Indenture Trustee any and all costs, fees, and expenses (including, without limitation, legal fees on a solicitor and client basis) incurred by the First Priority Indenture Trustee, its agents, advisors, and counsel or any of the First Priority Holders in enforcing any of their rights under this Article IX or any First Priority Guarantee.

  • If any First Priority Guarantor fails to pay any amount hereunder or under any First Priority Guarantee, the First Priority Indenture Trustee may proceed in its name as trustee hereunder in the enforcement of the First Priority Guarantor’s obligations hereunder and under any First Priority Guarantee by any remedy provided by law, whether by legal proceedings or otherwise, and to recover from such First Priority Guarantor all amounts due.

  • The obligations of each First Priority Guarantor under its First Priority Guarantee and this First Priority Indenture are in addition to and not in substitution for any other obligations to the First Priority Indenture Trustee, the First Priority Collateral Trustee, and to any of the First Priority Holders in relation to this First Priority Indenture, the First Priority Securities, and each other First Priority Document and any guarantees or security at any time held by or for the benefit of any of them.


More Definitions of First Priority Guarantee

First Priority Guarantee has the meaning given to such term in the form of the amended and restated Facility Agreement set out in Schedule 3. Guarantees has the meaning given to such term in the form of the amended and restated Facility Agreement set out in Schedule 3. Guarantor means each guarantor under the First Priority Guarantee, the Second Priority Guarantee and the Third Priority Guarantee.
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First Priority Guarantee means the Guarantee Agreement, dated as of the Effective Date, delivered by, among others, the Grantors pursuant to the First Priority Credit Agreement.
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First Priority Guarantee means any guarantee by any Grantor of any or all of the First-Priority Obligations.
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First Priority Guarantee means any guarantee by any Loan Party of any or all of the First Priority Obligations. “First Priority Lender” means any “Lender” as defined in the Existing First Priority Agreement or any Replacement First Priority Agreement in respect thereof. “First Priority Lien” means any Lien created by the First Priority Security Documents. “First Priority Obligations” means (a) with respect to the Existing First Priority Agreement, all “Obligations” of each Loan Party as defined in the Existing First Priority Agreement and (b) with respect to each other First Priority Agreement, (i) all principal of and interest (including without limitation any Post-Petition Interest) and premium (if any) on all loans made pursuant to such First Priority Agreement, and (ii) all reimbursement obligations (if any) and interest thereon (including without limitation any Post-Petition Interest) with respect to any letter of credit or similar instruments issued pursuant to such First Priority Agreement, (c) all Designated Hedging Obligations, (d) all Designated Cash Management Obligations and (e) all other obligations, fees, expenses and other amounts payable from time to time pursuant to the First Priority Documents, in each case whether or not allowed or allowable in an Insolvency Proceeding. To the extent any payment with respect to any First 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 Second Priority Secured Party, Junior 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, the Second Priority Secured Parties and the Junior Priority Secured Parties, be deemed to be reinstated and outstanding as if such payment had not occurred. Notwithstanding the foregoing, unless otherwise permitted by the Second Priority Documents or agreed to by the Second Priority Representative, if the sum of (without duplication) (A) Indebtedness constituting the principal amount of loans outstanding under the First Priority Agreements plus (B) the aggregate face amount of any letters of credit issued or drawn but not reimbursed under the First Priority Agreements exceeds the Cap Amount, then the amoun...
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First Priority Guarantee means any guarantee by any Loan Party of any or all of the First Priority Obligations. “First Priority Lien” means any Lien created by the First Priority Security Documents. “First Priority Obligations” means (a) all principal of and interest (including, without limitation, any Post-Petition Interest) and premium (if any) on all loans made pursuant to the First Priority Agreement, (b) all reimbursement obligations (if any) and interest thereon (including, without limitation, any Post-Petition Interest) with respect to any letter of credit or similar instruments issued pursuant to the First Priority Agreement, (c) all Hedging Obligations, (d) all Cash Management Obligations and (e) all guarantee obligations, fees, charges, expenses, indemnities and other amounts payable from time to time pursuant to the First 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 First 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 Second 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 First 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 “First Priority Obligations”.
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Related to First 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 each Guaranty Agreement between one or more Guarantors and the Administrative Agent for the benefit of the Administrative Agent and the Lenders, delivered as of the Closing Date and otherwise pursuant to Section 7.18, as the same may be amended, modified or supplemented.

  • Guarantee means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

  • First Priority Obligations means (a) with respect to the Existing First Priority Agreement, all “Obligations” of each Loan Party as defined in the Existing First Priority Agreement and (b) with respect to each other First Priority Agreement, all “Obligations” of each Loan Party as defined in such First Priority Agreement, and shall in any event include (i) all principal of and interest (including without limitation any Post-Petition Interest) and premium (if any) on all loans made or other indebtedness issued or incurred pursuant to such First Priority Agreement, (ii) all reimbursement obligations (if any) and interest thereon (including without limitation any Post-Petition Interest) with respect to any letter of credit or similar instruments issued pursuant to such First Priority Agreement, (iii) all Specified Swap Agreements, (iv) all Specified Cash Management Agreements and (v) all guarantee obligations, fees, expenses and other amounts payable from time to time pursuant to the applicable First Priority Documents, in each case whether or not allowed or allowable in an Insolvency Proceeding. To the extent any payment with respect to any First 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 Second 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.

  • 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.

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

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

  • Collateral Agreement means the Guarantee and Collateral Agreement among the Loan Parties and the Collateral Agent, substantially in the form of Exhibit C.

  • 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).

  • Call Off Guarantee means a deed of guarantee in favour of a Contracting Body in the form set out in Framework Schedule 13 (Guarantee) and granted pursuant to Clause 3 of the Template Call Off terms;

  • Guaranty and Collateral Agreement means the Guaranty and Collateral Agreement dated as of the date hereof executed and delivered by the Loan Parties, together with any joinders thereto and any other guaranty and collateral agreement executed by a Loan Party, in each case in form and substance satisfactory to the Administrative Agent.

  • Bid guarantee means the bid bond, cashier's check or certified check submitted as part of the bid proposal, payable to the contracting unit, ensuring that the successful bidder will enter into a contract.

  • Guarantees As defined in the preamble hereto.

  • Guaranty means, with respect to any Person, any obligation (except the endorsement in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing or in effect guaranteeing any indebtedness, dividend or other obligation of any other Person in any manner, whether directly or indirectly, including (without limitation) obligations incurred through an agreement, contingent or otherwise, by such Person:

  • 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.

  • Parent Guarantee means the guarantee of payment of the Securities by the Parent Guarantor pursuant to the terms of this Indenture.

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

  • Subsidiary Guarantee means any guarantee of the obligations of the Issuers under this Indenture and the Notes by any Subsidiary Guarantor in accordance with the provisions of this Indenture.

  • Collateral Documents means, collectively, the Security Agreement, each of the Mortgages, collateral assignments, security agreements, pledge agreements, intellectual property security agreements or other similar agreements delivered to the Administrative Agent and the Lenders pursuant to Section 6.11 or Section 6.13, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties.

  • Loan guarantee means the Guarantee by each Guarantor of the Obligations (other than any Obligations with respect to Swap Contracts of Treasury Services Agreements), executed pursuant to the provisions of the Facility Guaranty.

  • 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.

  • ABL Security Documents means any agreement, document or instrument pursuant to which a Lien is granted securing any ABL Obligations or under which rights or remedies with respect to such Liens are governed.

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

  • Security Documents means the Security Agreement, the Mortgages, the Intellectual Property Security Agreement, the Pledge Agreement, the Facility Guarantee, and each other security agreement or other instrument or document executed and delivered pursuant to this Agreement or any other Loan Document that creates a Lien in favor of the Collateral Agent to secure any of the Obligations.

  • Guarantor Security Agreement means any Security Agreement executed by any Guarantor in favor of Agent securing the Guaranty of such Guarantor.