Pari Passu Intercreditor Agreement. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document: (i) the Liens granted to the Administrative Agent in favor of the Secured Parties pursuant to the Loan Documents and the exercise of any right related to any Collateral shall be subject, in each case, to the terms of the Pari Passu Intercreditor Agreement (if in effect), (ii) in the event of any conflict between the express terms and provisions of this Agreement or any other Loan Document, on the one hand, and of the Pari Passu Intercreditor Agreement, on the other hand, the terms and provisions of the Pari Passu Intercreditor Agreement shall control and (iii) each Lender and L/C Issuer (A) authorizes the Administrative Agent to execute the Pari Passu Intercreditor Agreement on behalf of such Lender and L/C Issuer, and (B) agrees to be bound by the terms of the Pari Passu Intercreditor Agreement and agrees that any action taken by the Administrative Agent under the Pari Passu Intercreditor Agreement shall be binding upon such Lender and L/C Issuer.
Pari Passu Intercreditor Agreement. The Administrative Agent shall have received the Pari Passu Intercreditor Agreement, executed by the Administrative Agent and the First Lien Notes Collateral Agent. For purposes of determining compliance with the conditions specified in this Section 6 (and irrespective of whether any Lender has signed this Agreement), each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender, unless the Administrative Agent shall have received written notice from such Lender prior to the proposed Effective Date specifying its objection thereto.
Pari Passu Intercreditor Agreement. (a) Upon the Incurrence or issuance of Pari Passu Indebtedness, subject to receipt of an Officer’s Certificate and Opinion of Counsel and provided that will not impose any personal obligation on the Trustee or Notes Collateral Agent or, in the opinion of the Trustee or Notes Collateral Agent, as applicable, adversely affect the rights, duties, liabilities or immunities of the Trustee or Notes Collateral Agent under this Indenture or ABL Intercreditor Agreement, the Trustee and the Notes Collateral Agent shall enter into a pari passu intercreditor agreement (the “Pari Passu Intercreditor Agreement”) with the authorized representative and collateral agent of the holders of such Pari Passu Indebtedness with respect to the Collateral, which may be amended from time to time in accordance with its terms without the consent of the holders of the Securities to add other parties holding Pari Passu Indebtedness permitted to be incurred under this Indenture, the ABL Intercreditor Agreement and the Pari Passu Intercreditor Agreement.
(b) Each holder of the Securities, by accepting a Security, shall be deemed to agree to each of the provisions in any Pari Passu Intercreditor Agreement which the Trustee and the Notes Collateral Agent agree to be subject to or otherwise bound by and shall be deemed to have authorized and instructed the Trustee and the Notes Collateral Agent to become party to any such Pari Passu Intercreditor Agreement and to carry out the actions and obligations contained therein.
(c) Under the Pari Passu Intercreditor Agreement the Applicable Authorized Representative will have the right to direct foreclosures and take other actions with respect to the Notes Common Collateral that is the Notes Priority Collateral and, subject to the ABL Intercreditor Agreement, other Collateral, and the authorized representatives of other series of Notes Obligations have no right to take actions with respect to such Collateral. The Applicable Authorized Representative will initially be the Designated Notes Indebtedness Authorized Representative, if any, or, the authorized representative of the series of Notes Obligations that constitutes the largest outstanding principal amount of any then outstanding series of Notes Obligations. The Controlling Notes Collateral Agent will initially be either, the Designated Pari Passu Collateral Agent, if any, or, if there is no Designated Pari Passu Collateral Agent, the Collateral Agent of the series of Notes Obligations that consti...
Pari Passu Intercreditor Agreement. This Security Agreement is subject to the terms of the Pari Passu Intercreditor Agreement. In the event of any conflict between the terms of the Pari Passu Intercreditor Agreement and the terms of this Security Agreement, the terms of the Pari Passu Intercreditor Agreement shall govern.
Pari Passu Intercreditor Agreement a Pari Passu Intercreditor Agreement, duly executed by the Borrower, the Guarantor, and the security trustee and the facility agent in respect of the GREEN BAY Credit Facility;
Pari Passu Intercreditor Agreement. The terms of this Agreement and the other Transaction Documents are subject to the terms of the Pari Passu Intercreditor Agreement. Where a conflict exists between this Agreement and the Intercreditor Agreement, the lntercreditor Agreement shall govern. The Creditors hereby authorize the Facility Agent and the Security Trustee to enter into the Pari Passu Intercreditor Agreement and any necessary amendment, modification or termination thereof.
Pari Passu Intercreditor Agreement. (a).
(a) Notwithstanding anything herein to the contrary, the Liens and the Security Interest granted to the Bridge Collateral Agent under this Agreement and the exercise of the rights and remedies of the Bridge Collateral Agent hereunder and under any other Collateral Document are subject to the provisions of the Pari Passu Intercreditor Agreement. In the event of any conflict between the terms of the Pari Passu Intercreditor Agreement and this Agreement or any other Collateral Document (other than the ABL Intercreditor Agreement), the terms of the Pari Passu Intercreditor Agreement shall govern and control.
(b) Notwithstanding anything to the contrary herein but subject to the Pari Passu Intercreditor Agreement, in the event the First Lien Loan Documents provide for the grant of a security interest or pledge over the assets of any Grantor and such assets do not otherwise constitute Bridge Collateral under this Agreement or any other Loan Document, such Grantor shall, (i) promptly grant a security interest in or pledge such assets to secure the secured Obligations, (ii) promptly take any actions necessary to perfect such security interest or pledge to the extent set forth in the First Lien Loan Documents and (iii) take all other steps reasonably requested by the Bridge Collateral Agent in connection with the foregoing.
(c) Nothing contained in the Pari Passu Intercreditor Agreement shall be deemed to modify any of the provisions of this Agreement, which, as among the Grantors and the Bridge Collateral Agent shall remain in full force and effect in accordance with its terms.
Pari Passu Intercreditor Agreement. The Pari Passu Intercreditor Agreement shall have been executed by the Collateral Agent and the collateral agent under the 2009 Credit Facility and shall have been delivered to the Administrative Agent substantially simultaneously with the effectiveness of this Amendment and the incurrence of the New Senior Notes and the execution and delivery of the 2009 Credit Facility;
Pari Passu Intercreditor Agreement. This PARI PASSU INTERCREDITOR AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of February 20, 2024, among JPMORGAN CHASE BANK, N.A., as administrative agent for the Initial Credit Agreement Claimholders (in such capacity and together with its successors from time to time in such capacity, the “Initial First Lien Representative”) and as collateral agent for the Initial Credit Agreement Claimholders (in such capacity and together with its successors from time to time in such capacity, the “Initial First Lien Collateral Agent”), COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION (“Computershare”), as Representative for the Initial Other First Lien Claimholders (in such capacity and together with its successors from time to time in such capacity, the “Initial Other Representative”) and as collateral agent for the Initial Other First Lien Claimholders (in such capacity and together with its successors from time to time in such capacity, the “Initial Other Collateral Agent”), and each additional Representative and Collateral Agent from time to time party hereto for the Other First Lien Claimholders of the Series with respect to which it is acting in such capacity, and acknowledged and agreed to by POST HOLDINGS, INC., a Missouri corporation (the “Company”), and the other Grantors. Capitalized terms used in this Agreement have the meanings assigned to them in Article 1 below. Reference is made to the Second Amended and Restated Credit Agreement dated as of March 18, 2020 (as amended by that certain First Amendment to Second Amended and Restated Credit Agreement, dated as of September 3, 2021, that certain Second Amendment to Second Amended and Restated Credit Agreement and First Amendment to Second Amended and Restated Guarantee and Collateral Agreement, dated as of December 17, 2021, that certain Joinder Agreement No. 1, dated as of March 8, 2022, that certain Joinder Agreement No. 2, dated as of July 25, 2022, that certain Joinder Agreement No. 3, dated as of November 18, 2022, that certain Joinder Agreement No. 4, dated as of April 26, 2023, that certain Third Amendment to Second Amended and Restated Credit Agreement and Agency Transfer, dated as of February 20, 2024, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Initial Credit Agreement”), among the Company, the Lenders party thereto from time to time, the...
Pari Passu Intercreditor Agreement. It is understood and agreed that the up to $300.0 million of New Term Loans to be incurred under the 2009 Credit Facility as contemplated by Section 6.01(v) (as amended hereby) shall constitute “2009 Obligations” under the Pari Passu Intercreditor Agreement and that the New Term Lenders (as such term is defined in the 2009 Facility) of such New Term Loans shall constitute “2009 Lenders” for purposes of the Pari Passu Intercreditor Agreement.
