Approved Intercreditor Agreement definition

Approved Intercreditor Agreement means (i) with respect to indebtedness secured on a pari passu basis with the Secured Obligations, this Agreement (or any other collateral trust agreement or intercreditor agreement reasonably acceptable to the Administrative Agent) and (ii) with respect to any indebtedness secured on a junior basis to the Secured Obligations, an intercreditor agreement the terms of which are consistent with market terms governing security arrangements for the sharing of liens or arrangements relating to the distribution of payments, as applicable, at the time the intercreditor agreement is proposed to be established in light of the type of Indebtedness subject thereto.

Approved Intercreditor Agreement means an intercreditor agreement the terms of which are consistent with market terms governing security arrangements for the sharing of liens or arrangements relating to the distribution of payments, as applicable, at the time the intercreditor agreement is proposed to be established in light of the type of Debt subject thereto.

Approved Intercreditor Agreement has the meaning as set forth in the Collateral Trust Agreement.

Examples of Approved Intercreditor Agreement in a sentence

• In the case of any junior lien Incremental Term Loans, such Indebtedness shall be subject to the terms of an Approved Intercreditor Agreement.

• In the event of any conflict between the terms of the Collateral Trust Agreement or any such Approved Intercreditor Agreement and the terms of this Indenture or any Security Document with respect to the priority of any Liens granted to the Collateral Trustee or the exercise of any rights and remedies of the Collateral Trustee, the terms of the Collateral Trust Agreement and any such applicable Approved Intercreditor Agreement shall govern and control.

• In the event of any conflict between the terms of the Collateral Trust Agreement or any such Approved Intercreditor Agreement and the terms of this Agreement or any other Loan Document with respect to the priority of any Liens granted to the Collateral Trustee or the exercise of any rights and remedies of the Collateral Trustee, the terms of the Collateral Trust Agreement and such applicable Approved Intercreditor Agreements shall govern and control.

• In the case of any Security Documents or any other Approved Intercreditor Agreement (or any amendment or supplement thereof) to be entered into after the Issue Date, the Trustee or the Second Lien Collateral Trustee, as applicable, shall execute and enter into such document in accordance with, and upon receipt of a Security Document Order, as set forth in Section 12.03(f) hereof, in addition to any other requirements herein and therein.

• Notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel shall be required in connection with the execution by the Collateral Agent of any amendment, waiver or other modification to the Collateral Documents and any Approved Intercreditor Agreement set forth in this Section 9.01(b).

More Definitions of Approved Intercreditor Agreement

Approved Intercreditor Agreement means (i) with respect to Indebtedness secured on a pari passu basis with the Secured Debt, the Collateral Trust Agreement (or any other collateral trust agreement or intercreditor agreement reasonably acceptable to the Credit Agreement Agent) and (ii) with respect to any Indebtedness secured on a junior basis to the Secured Debt, an intercreditor agreement the terms of which are consistent with market terms governing security arrangements for the sharing of liens or arrangements relating to the distribution of payments, as applicable at the time the intercreditor agreement is proposed to be established in light of the type of Indebtedness subject thereto.

Approved Intercreditor Agreement means the Intercreditor Agreement, any Pari Passu Intercreditor Agreement or any Junior Lien Intercreditor Agreement.

Approved Intercreditor Agreement means (i) with respect to Indebtedness secured on a pari passu basis with the Secured Obligations, the Intercreditor Agreement (or any other intercreditor agreement reasonably acceptable to the Administrative Agent and the Required Revolving Lenders; provided that, to the extent such other intercreditor agreement is substantially similar in all material respects (including as to priority of payment from and on account of the Collateral) to the Intercreditor Agreement as in effect on the Effective Date or otherwise does not alter the priority, or any material rights or remedies in respect, of the Revolving Facility, such other intercreditor agreement shall be deemed acceptable to the Required Revolving Lenders) and (ii) with respect to any Indebtedness secured on a junior basis to the Secured Obligations, any intercreditor agreement reasonably acceptable to the Administrative Agent.

Approved Intercreditor Agreement means either the Intercreditor Agreement or an intercreditor agreement on substantially the same terms as the Intercreditor Agreement (or terms not materially worse to the Noteholders), including substantially the same terms with respect to release of Guarantees and priority and release of Collateral.

Approved Intercreditor Agreement means, with respect to Second Lien Secured Obligations, the Second Lien Collateral Trust Agreement or any other collateral trust agreement or intercreditor agreement the terms of which are consistent with market terms governing security arrangements for the sharing of Liens or arrangements relating to the distribution of payments, as applicable, at the time the collateral trust agreement or the intercreditor agreement is proposed to be established in light of the type of Indebtedness subject thereto (in each case, as determined in good faith by the Company and certified to the Trustee and Second Lien Collateral Trustee in an Officer’s Certificate on which the Trustee and the Second Lien Collateral Trustee may conclusively rely without liability).

Approved Intercreditor Agreement means (i) with respect to Indebtedness secured on a pari passu basis with the Secured Obligations, the Collateral Trust Agreement (or any other collateral trust agreement or intercreditor agreement reasonably acceptable to the Administrative Agent) and (ii) with respect to any Indebtedness secured on a junior basis to the Secured Obligations, the Intercreditor Agreement (or any other intercreditor agreement reasonably acceptable to the Administrative Agent).

Approved Intercreditor Agreement means, (a) with respect to First Lien Obligations, the ABL/Junior Intercreditor Agreement, and any other customary intercreditor agreement or any other collateral trust agreement in form and substance substantially similar to the intercreditor relationship between the ABL/FILO Obligations and the New Third Lien Secured Notes as determined by the Company, providing that the Liens on the Collateral securing such First Lien Obligations shall be First Liens, (b) with respect to Second Lien Indebtedness, the 2L/3L Intercreditor Agreement, and any other customary intercreditor agreement or any other collateral trust agreement in form and substance substantially similar to the intercreditor relationship between the New Second Lien Secured Notes and the New Third Lien Secured Notes as determined by the Company, providing that the Liens on the Collateral securing such Second Lien Indebtedness shall be Second Liens, and (c) with respect to Pari Passu Lien Indebtedness, a customary intercreditor agreement as reasonably determined by the Company, providing that the Liens on the Collateral securing such Pari Passu Lien Indebtedness shall share Pari Passu Liens with the New Third Lien Secured Notes; in each case of (a), (b) and (c) the terms of which are consistent with market terms governing security arrangements for the sharing of Liens or arrangements relating to the distribution of payments, as applicable, at the time such collateral trust agreement or intercreditor agreement is proposed to be established in light of the type of Indebtedness subject thereto (in each case, as determined in good faith by the Company and certified to the Third Lien Trustee and Collateral Agent in an Officer’s Certificate on which the Third Lien Trustee and the Collateral Agent may conclusively rely without liability).