Junior Priority Intercreditor Agreement definition
Junior Priority Intercreditor Agreement means a customary intercreditor, collateral trust or other similar agreement entered into in connection with the issuance of any Additional Senior Secured Notes secured by Liens ranking junior to the Liens securing the Obligations, that provides, for terms substantially similar to those set forth on Exhibit M to this Agreement, with such changes (so long as such changes, taken as a whole, are not materially adverse to the Lenders), if any, as may be reasonably satisfactory to the Administrative Agent.
Junior Priority Intercreditor Agreement means the Junior Priority Intercreditor Agreement substantially in the form of Exhibit H-2, among (x) the Collateral Agent and (y) one or more representatives of the holders of Permitted Additional Debt and/or Permitted Junior Priority Refinancing Debt, with any immaterial changes and material changes thereto in light of the prevailing market conditions, which material changes shall be posted to the Lenders not less than five Business Days before execution thereof and, if the Required Lenders shall not have objected to such changes within five Business Days after posting, then the Required Lenders shall be deemed to have agreed that the Administrative Agent’s and/or Collateral Agent’s entry into such intercreditor agreement (with such changes) is reasonable and to have consented to such intercreditor agreement (with such changes) and to the Administrative Agent’s and/or Collateral Agent’s execution thereof.
Junior Priority Intercreditor Agreement an intercreditor agreement with respect to the Collateral, entered into by, among others, the Collateral Agent, the applicable Junior Priority Collateral Agent(s) and, if applicable, any other Equal Priority Collateral Agent(s), having substantially the same terms as those described in the “Description of Notes—Security for the Notes—Junior Priority Intercreditor Agreement” section of the Offering Memorandum and other usual or customary terms reasonably acceptable to the Collateral Agent.
Examples of Junior Priority Intercreditor Agreement in a sentence
In the event of a conflict between the terms hereof and the terms of the Equal Priority Intercreditor Agreement, the NFE Financing Equal Priority Intercreditor Agreement, and the NFE Financing Junior Priority Intercreditor Agreement (as applicable), the terms of such Intercreditor Agreement shall govern and control.
More Definitions of Junior Priority Intercreditor Agreement
Junior Priority Intercreditor Agreement has the meaning assigned to such term in the definition of “Intercreditor Agreement.”
Junior Priority Intercreditor Agreement means the Junior Priority Intercreditor Agreement, substantially in the form attached hereto as Exhibit G, to be dated as of the Issue Date and entered into by the Parent, the Company, the other Guarantors, the Collateral Trustee and Credit Agreement Agent.
Junior Priority Intercreditor Agreement means a senior priority/junior priority intercreditor agreement with (together with other relevant Persons) any collateral agent and/or other authorized representative of any Junior Priority Obligations, which intercreditor agreement shall provide for the subordination of Liens on such Junior Priority Obligations to the Liens securing the Notes and other intercreditor provisions with respect to such Junior Priority Obligations that are reasonably customary in the good faith determination of the Company (for intercreditor agreements providing junior priority liens) (and the Trustee shall sign any such Junior Priority Intercreditor Agreement upon delivery of an Officers’ Certificate of the Company).
Junior Priority Intercreditor Agreement means (1) the Junior Priority Intercreditor Agreement, dated as of the Effective Date, by and among the Notes Collateral Agent, the Senior Credit Agreement Collateral Agent, the New Second Out Notes Collateral Agent, the New Third Out Notes Collateral Agent, the Junior Priority Representative, the Company, the Guarantors and certain other parties thereto (or a representative or trustee on their behalf), substantially in the form of Exhibit F with such changes as are permitted hereunder or (2) an intercreditor agreement that constitutes both (a) a Customary Intercreditor Agreement and (b) a “Customary Intercreditor Agreement” for purposes of the Senior Credit Agreement.
Junior Priority Intercreditor Agreement means (i) a “Junior Priority Intercreditor Agreement” substantially in the form of Exhibit Q-2 to the Senior Credit Agreement and Exhibit D to the Indenture or (ii) an intercreditor agreement that constitutes both (A) an “Acceptable Junior Priority Intercreditor Agreement” for purposes of the Indenture and (B) a “Customary Intercreditor Agreement” for purposes of the Senior Credit Agreement.
Junior Priority Intercreditor Agreement has the meaning assigned to such term in the definition of “Intercreditor AgreementAgreements.” “Latest Maturity Date” means, at any date of determination, the latest maturity or expiration date applicable to any Loan or Commitment hereunder at such time, including the latest maturity or expiration date of any Incremental Facility, any Other Term Loan, any Other Term Commitment, any Other Revolving Loan or any Other Revolving Commitment, in each case as extended in accordance with this Agreement from time to time. “LC Commitment” means, in the case of each Issuing Bank, such amount as set forth in Schedule 2.05 hereto. “LC Disbursement” means a payment made by an Issuing Bank pursuant to a Letter of Credit. “LC Exposure” means, at any time, (a) the sum of the undrawn amounts of all outstanding Letters of Credit at such time plus (b) the sum of the amounts of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.13 or Rule 3.14 of the ISP or Article 29(a) of
Junior Priority Intercreditor Agreement. “Interest Election Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.07 substantially in the form of Exhibit G hereto. “Interest Payment Date” means (a) with respect to any ABR Loan, the last Business Day of each March, June, September and December, (b) with respect to any SOFR Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a SOFR Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period and (c) to the extent necessary to create a fungible tranche of Term Loans, the date of the incurrence of any Incremental Term Loans. “Interest Period” means, with respect to any SOFR Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, three or, other than in the case of Initial Term Loans or Class A-1 Revolving Loans, six months thereafter (or, if available to each Lender participating therein, 12 months or such other period less than one month thereafter as the Borrower may elect); provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing. No Interest Period shall extend beyond the maturity date of the facility under which such Loan was made. “Internally Generated Cash” means (a) cash held by the Borrower or any Restricted Subsidiary as of the Effective Date after giving effect to the Transactions and (b) without duplication of clause (a), cash generated by the Borrower or any Restricted Subsidiary, excluding Net Proceeds of any Casualty Eve...