Common use of Junior Lien Intercreditor Agreement Clause in Contracts

Junior Lien Intercreditor Agreement. In the event that the Issuer or a Guarantor incurs Junior Lien Priority Indebtedness that is not prohibited by this Indenture, the Notes Collateral Agent (and, if applicable, the Trustee) will enter into a senior priority/junior priority intercreditor agreement with (together with other relevant Persons) any collateral agent and/or other authorized representative of any Junior Lien Priority Indebtedness, which intercreditor agreement shall provide for the subordination of Liens on such Junior Lien Priority Indebtedness to the Liens securing the Notes and other intercreditor provisions with respect to such Junior Lien Priority Indebtedness, and such intercreditor agreement shall be customary in the good faith determination of the Issuer (for intercreditor agreements providing junior priority liens) as certified to the Trustee in writing by the Issuer, and if the Credit Agreement is then outstanding, shall be in a form approved by the Credit Agreement Collateral Agent (each, a “Junior Lien Intercreditor Agreement”). The Notes Collateral Agent (and, if applicable, the Trustee) shall sign any such Junior Lien Intercreditor Agreement upon delivery of an Officer’s Certificate of the Issuer; it being understood that the First Lien/Second Lien Intercreditor Agreement (as defined in the Credit Agreement) constitutes a customary Junior Lien Intercreditor Agreement.

Junior Lien Intercreditor Agreement. In the event that the Issuer or a Guarantor incurs Junior Lien Priority any future Indebtedness is incurred that is not prohibited secured by this Indenture, the Notes Collateral Agent (and, if applicable, the Trustee) will enter into a senior priority/Lien on a junior priority basis relative to the Lien securing the First Lien Obligations, a junior lien intercreditor agreement with will be entered into (together with other relevant Persons) any collateral agent and/or other authorized representative of any Junior Lien Priority Indebtedness, which intercreditor agreement shall provide for the subordination of Liens on such Junior Lien Priority Indebtedness to the Liens securing the Notes and other intercreditor provisions with respect to such Junior Lien Priority Indebtedness, and such intercreditor agreement shall be customary in the good faith determination of the Issuer (for intercreditor agreements providing junior priority liens) as certified to the Trustee in writing by the Issuer, and if the Credit Agreement is then outstanding, shall be in a form approved by the Credit Agreement Collateral Agent (each, a “Junior Lien Intercreditor Agreement”). The Junior Lien Intercreditor Agreement will subordinate the Liens securing such future Indebtedness to the Liens securing the First Lien Obligations with respect to all Collateral on the terms set forth in such intercreditor agreement. The form of the Junior Lien Intercreditor Agreement shall be determined by the Credit Agreement Agent (or if the Senior Credit Agreement has been terminated, the Junior Lien Intercreditor Agreement shall be in a form that the Company has determined in good faith is reasonably customary which shall provide for the subordination of the Liens securing Obligations on a junior priority basis relative to the Liens securing the First Lien Obligations and other intercreditor provisions with respect thereto as are reasonably customary in the good faith determination of the Company for intercreditor agreements governing the relationship between senior and junior priority Liens, in each case, as certified by the Company to the Trustee and the Notes Collateral Agent (andAgent, if applicable, the Trustee) shall sign any such Junior Lien Intercreditor Agreement upon delivery of in an Officer’s Certificate of the Issuer; it being understood that the First Lien/Second Lien Intercreditor Agreement (as defined in the Credit Agreement) constitutes a customary Junior Lien Intercreditor AgreementCertificate).

Junior Lien Intercreditor Agreement. In the event that the Issuer or a Guarantor Restricted Subsidiary incurs Junior Lien Priority Indebtedness secured by some or all of the Collateral that is not prohibited by this Indenture, the Notes Collateral Agent (and, if applicable, the Trustee) will enter into a senior priority/junior priority intercreditor agreement with (together with other relevant Persons) any collateral agent and/or other authorized representative of any Junior Lien Priority Indebtedness, which intercreditor agreement shall provide for the subordination of Liens on such Junior Lien Priority Indebtedness to the Liens securing the Notes and other intercreditor provisions with respect to such Junior Lien Priority IndebtednessIndebtedness and will contain customary provisions that will require the Liens securing the Notes to be automatically released without the consent of the Notes Collateral Agent or the Trustee, and such intercreditor agreement shall be customary in the good faith determination of the Issuer (for intercreditor agreements providing junior priority liens) as certified to the Trustee and the Notes Collateral Agent in writing by the Issuer, and if the Credit Agreement is then outstanding, shall be in a form approved by reasonably satisfactory to the Credit Agreement Collateral Agent (eacheach such agreement, a “Junior Lien Intercreditor Agreement”). The Notes Collateral Agent (and, if applicable, the Trustee) shall sign any such Junior Lien Intercreditor Agreement upon delivery of an Officer’s Certificate of the Issuer; it being understood that the First Lien/Second Lien Intercreditor Agreement (as defined in the Credit Agreement) constitutes a customary Junior Lien Intercreditor Agreement.