First Priority Guarantor definition

First Priority Guarantor means Celebrity Cruise Lines Inc. (and any of its successors) and any other First Priority Holdco Subsidiary that has granted or, prior to that entity becoming a First Priority Holdco Subsidiary pursuant to a Disposal of a First Priority Asset in accordance with Section 9.5(a)(v)(A), will grant a First Priority Guarantee.
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First Priority Guarantor means each and every Person, including but not limited to each Restricted Subsidiary, that has guaranteed any of the First Priority Obligations, until a successor replaces any or all of them in accordance with the provisions of the First Priority Indenture, and thereafter means such successor or successors.
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First Priority Guarantor the collective reference to the Initial Guarantors and the Additional Guarantors.
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Examples of First Priority Guarantor 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 rights, remedies, powers, and privileges in the First Priority Guarantees and under this First Priority Indenture, the First Priority Securities, each other First Priority Document, and any other document or instrument between a First Priority Guarantor and the Company or between a First Priority Guarantor and the First Priority Indenture Trustee are cumulative and not exclusive of any rights, remedies, powers, and privilege provided by law.

  • No failure by the Company, any Restricted Subsidiary, any First Priority Guarantor, or the First Priority Indenture Trustee to comply with the procedures of this Section 3.3 shall in any way impair the rights of the First Priority Holders to receive the Redemption Price in connection with any Optional Redemption or Mandatory Redemption.

  • 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.

  • If demand for, or acceleration of the time for, payment by the Company or any other First Priority Guarantor is stayed upon the insolvency, bankruptcy, liquidation, reorganization, or similar proceeding under Bankruptcy Law or any other law regarding the Company or such First Priority Guarantor, all such Indebtedness otherwise subject to demand for payment or acceleration shall nonetheless be payable by each First Priority Guarantor as provided herein.

  • This First Priority Indenture may not be used to interpret another indenture, loan or debt agreement of the Company, any First Priority Guarantor, or any of their respective Subsidiaries, except for the other First Priority Documents.

  • Any indenture, loan or debt agreement of the Company, any First Priority Guarantor, or any of their respective Subsidiaries may not be used to interpret this First Priority Indenture.

  • If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee set forth in Section 12.2, and the making or service of such presentations, surrenders, notices, and demands shall be deemed authorized by the Company and each First Priority Guarantor and valid for all purposes.

  • Notwithstanding any other provision of this First Priority Indenture, the Company shall not, and shall cause each First Priority Guarantor not to, transfer any of its assets or Property to any Subsidiary of the Company that is not a First Priority Guarantor.

  • 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.


More Definitions of First Priority Guarantor

First Priority Guarantor has the meaning assigned to that term in the Recitals to this Agreement.
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First Priority Guarantor means each Subsidiary of Molycorp that executes a First Priority Guaranty, including, without limitation, each of the Subsidiaries identified as a “First Priority Guarantor” on Schedule 4.2.
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Related to First Priority Guarantor

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

  • 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.

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

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

  • 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;

  • Guarantor means: .............................................................................................................................................

  • 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.

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

  • First Priority Lien means any Lien created by the First Priority Security Documents.

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

  • Senior Creditor means a holder or holders of Senior Indebtedness and includes any representative or representatives, agent or agents or trustee or trustees of any such holder or holders;

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

  • Secured Creditors shall have the meaning assigned that term in the respective Security Documents.

  • Second Lien Agent means the administrative agent and collateral agent under the Second Lien Term Loan Agreement, its successors, assigns, or any replacement agent appointed pursuant to the terms of the Second Lien Term Loan Agreement.

  • First Priority Lien Obligations means (i) all Secured Bank Indebtedness, (ii) all other Obligations (not constituting Indebtedness) of the Issuers, Holdings and any of Holdings’ Subsidiaries under the agreements governing Secured Bank Indebtedness and (iii) all other Obligations of the Issuers, Holdings or any of Holdings’ Subsidiaries in respect of Hedging Obligations or Obligations in respect of cash management services in connection with Indebtedness described in clause (i) or Obligations described in clause (ii).

  • Secured Parties means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the Hedge Banks, the Cash Management Banks, the Supplemental Administrative Agent and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.01(c).

  • Guaranteed Parties means, collectively, the Administrative Agent, the Lenders, the L/C Issuer, the Hedge Banks, the Cash Management Banks, and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05.

  • 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.

  • Secured Creditor means the Trustee, the Margin Loan Provider and the holders of the ETP Securities.

  • 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.

  • Junior Creditor means any Defaulting Bank which has not (x) fully cured each and every default on its part under the Loan Documents and (y) unconditionally tendered to the Administrative Agent such Defaulting Bank’s Pro Rata Share of all costs, expenses and disbursements required to be paid or reimbursed pursuant to the terms of the Loan Documents.

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

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

  • First Priority Liens means all Liens that secure the First Priority Lien Obligations.

  • U.S. Guarantor means a Guarantor whose jurisdiction of organisation is a state of the United States of America or the District of Columbia.