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Junior Priority Intercreditor Agreements definition

Junior Priority Intercreditor Agreements means, collectively, (i) the Amended and Restated Intercreditor Agreement, dated as of January 31, 2013, among JPMorgan Chase Bank, N.A., as agent under the ABL Facility and intercreditor agent, Wilmington Trust, National Association, as senior- priority agent for the holders of Existing First Lien Notes, Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as senior-priority agent for the holders of the Existing Senior Secured Notes, Wilmington Trust Company, as second-priority agent for the holders of the Existing Second Lien Notes, the Issuer and each Subsidiary Guarantor, as it may have been or may be amended, restated, supplemented or otherwise modified from time to time in accordance with this Indenture, and (ii) the New Senior Secured Intercreditor Agreement.
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Junior Priority Intercreditor Agreements means, collectively, (i) the intercreditor agreement dated as of November 3, 2006 among JPMorgan Chase Bank, N.A., as agent under the Senior Credit Documents, the trustee for the Existing Second Lien Notes, the trustee for the Existing Senior Secured Notes, the Issuer, Holdings and each Subsidiary Guarantor, as it may have been or may be amended, restated, supplemented or otherwise modified from time to time in accordance with the Indenture, and (ii) the intercreditor agreement among JPMorgan Chase Bank, N. A., as agent under the Senior Credit Documents, the trustee for the Existing Senior Secured Notes, the Issuer, Holdings and each Subsidiary Guarantor dated as of January 29, 2010, as it may have been or may be amended, restated, supplemented or otherwise modified from time to time in accordance with the Indenture.
Sample 1Sample 2
Junior Priority Intercreditor Agreements means, collectively, (i) the Amended and Restated Intercreditor Agreement, dated as of January 31, 2013, among JPMorgan Chase Bank, N.A., as agent under the ABL Facility and intercreditor agent, Wilmington Trust, National Association, as senior-priority agent for the holders of Existing First Lien Notes, Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as senior-priority agent for the holders of the Existing Senior Secured Notes, Wilmington Trust Company, as second-priority agent for the holders of the Existing Second Lien Notes, the Issuer and each Subsidiary Guarantor, as it may have been or may be amended, restated, supplemented or otherwise modified from time to time in accordance with the Indenture, and (ii) the Intercreditor Agreement, dated as of January 29, 2010, among JPMorgan Chase Bank, N.A., as agent under the ABL Facility and intercreditor agent, Wilmington Trust, National Association, as senior-priority agent for the holders of Existing First Lien Notes, Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), as second-priority agent for the holders of the Existing Senior Secured Notes, the Issuer and each Subsidiary Guarantor, as it may have been or may be amended, restated, supplemented or otherwise modified from time to time in accordance with the Indenture.
Sample 1

Examples of Junior Priority Intercreditor Agreements in a sentence

  • Subject to Section 7.01 of this Indenture, the Trustee and the Collateral Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Indenture, the Junior Priority Intercreditor Agreements, the Collateral Agreement or any other Security Document by the Issuer or the Guarantors.

  • The Trustee and the Issuer hereby acknowledge and agree that subject to the terms of the Senior Intercreditor Agreements and the Junior Priority Intercreditor Agreements, the First Lien Collateral Agent holds the Collateral in trust for the benefit of the Trustee and the Holders, pursuant to the terms of the Security Documents, the Senior Intercreditor Agreements and the Junior Priority Intercreditor Agreements.

  • The Trustee and the Issuer hereby acknowledge and agree that the First Lien Collateral Agent holds the Collateral in trust for the benefit of the Trustee and the Holders, pursuant to the terms of the Security Documents, the First Lien Intercreditor Agreement and the Junior Priority Intercreditor Agreements.

  • The Trustee and the Issuer hereby acknowledge and agree that, subject to the terms of the Junior Priority Intercreditor Agreements, the Senior Secured Intercreditor Agent holds the Collateral in trust for the benefit of the Collateral Agent, the Trustee and the Holders, pursuant to the terms of the Security Documents, the Senior Secured Intercreditor Agreement and the Second Lien Intercreditor Agreement.

  • Junior Priority Intercreditor Agreements 102 EXHIBITS Exhibit A Form of Note Exhibit B Form of Certificate of Transfer Exhibit C Form of Certificate of Exchange Exhibit D Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors AMENDED AND RESTATED INDENTURE, dated as of December 19, 2023, among IQVIA Inc., a Delaware corporation, each Guarantor (as defined herein) and U.S. Bank Trust Company, National Association, as Trustee and as Collateral Agent.

  • In addition, pursuant to the New Intercreditor Agreements and the Junior Priority Intercreditor Agreements, any amendment, waiver or consent to any of the collateral documents with respect to ABL Obligations or First Priority Lien Obligations will also apply automatically to the comparable Security Documents with respect to the Notes to the extent set forth therein.

  • Junior Priority Intercreditor Agreements 101 EXHIBITS Exhibit A Form of Note Exhibit B Form of Certificate of Transfer Exhibit C Form of Certificate of Exchange Exhibit D Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors INDENTURE, dated as of November 28, 2023, among IQVIA Inc., a Delaware corporation, each Guarantor (as defined herein) and U.S. Bank Trust Company, National Association, as Trustee and as Collateral Agent.

  • The Trustee and the Collateral Agent may act and rely and shall be protected in acting and relying in good faith on the opinion or advice of or information obtained from any counsel, accountant, appraiser or other expert or adviser, whether retained or employed by the Issuer or by the Trustee or the Collateral Agent, in relation to any matter arising in the administration of this Indenture, the Junior Priority Intercreditor Agreements or the Security Documents.

  • Subject to the terms of the Junior Priority Intercreditor Agreements, the Senior Secured Intercreditor Agent holds the Collateral in trust for the benefit of the Collateral Agent, the Trustee and the Holders pursuant to the Security Documents and the Junior Priority Intercreditor Agreement.

  • In addition, to the extent permitted by Junior Priority Intercreditor Agreements, any amendment, waiver or consent to any of the collateral documents with respect to the First Priority Lien Obligations shall apply automatically to the comparable Security Documents with respect to the Notes in respect of such Collateral.


More Definitions of Junior Priority Intercreditor Agreements

Junior Priority Intercreditor Agreements means (i) the intercreditor agreement dated May 25, 2012 among the Issuer, the Note Guarantors, the Existing First Priority Representative and the Junior Priority Collateral Agent, as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with this Indenture, including in connection with the Transactions (the “1.5 Lien Intercreditor Agreement”), (ii) the intercreditor agreement dated June 15, 2009 among the Issuer, the Note Guarantors, the Existing First Priority Representative and the Junior Priority Collateral Agent, as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with this Indenture, including in connection with the Transactions (the “Second Lien Intercreditor Agreement”) or (iii) any replacement thereof that contains terms not materially less favorable to holders of the Notes than the intercreditor agreement referred to in clause (i) or (ii) of this definition.
Sample 1
Junior Priority Intercreditor Agreements means, collectively, (i) the Senior Secured Intercreditor Agreement and (ii) the Second Lien Intercreditor Agreement.
Sample 1

Related to Junior Priority Intercreditor Agreements

  • Equal Priority Intercreditor Agreement means the Equal Priority Intercreditor Agreement substantially in the form of Exhibit G-1 among (x) the Collateral Agent and (y) one or more representatives of the holders of one or more classes of Permitted Additional Debt and/or Permitted Equal 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 Lien Intercreditor Agreement means an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent between the Administrative Agent and one or more collateral agents or representatives for the holders of Indebtedness that is secured by a Lien on the Collateral ranking junior to the Liens of the Loan Documents.

  • Second Lien Intercreditor Agreement means the Intercreditor Agreement, substantially in the form of Exhibit D-2, with any changes thereto implemented in accordance with the definition of an Acceptable Intercreditor Agreement or otherwise reasonably agreed by the Administrative Agent and the Required Lenders.

  • First Lien Intercreditor Agreement means an Intercreditor Agreement substantially in the form of Exhibit L among the Administrative Agent, the Collateral Agent and the representatives for purposes thereof for any other First Lien Secured Parties, with such changes thereto as may be reasonably acceptable to the Administrative Agent; provided that such changes are not materially adverse to the Lenders.

  • ABL Intercreditor Agreement means that certain ABL Intercreditor Agreement, dated as of the Closing Date, by and among the Collateral Agent, the ABL Collateral Agent and the other parties party thereto, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time in accordance with the terms hereof and thereof.

  • First Lien/Second Lien Intercreditor Agreement means an intercreditor agreement substantially in the form of Exhibit H hereto, or such other customary form reasonably acceptable to the Administrative Agent and the Borrower, in each case, as such document may be amended, restated, supplemented or otherwise modified from time to time.

  • Intercreditor Agreement means the Intercreditor Agreement dated as of the Issue Date (and as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time), between, among others, the Company, the Guarantors, the Trustee, the Collateral Agent, and each additional authorized representative and collateral agent from time to time party thereto.

  • Intercreditor Agreements means the First Lien Intercreditor Agreement and the Junior Lien Intercreditor Agreement, collectively, in each case to the extent in effect.

  • Existing Intercreditor Agreement means the existing intercreditor agreement dated 11 May 2007 (as amended by a letter dated 21 June 2007 and a further letter dated 29 June 2007, as amended and restated on 5 November 2009 and as further amended on 5 November 2010) between, inter alia, Beverage Packaging Holdings (Luxembourg) I S.A., Rank Group Holdings Limited (now Xxxxxxxx Group Holdings Limited), Beverage Packaging Holdings (Luxembourg) II S.A., Beverage Packaging Holdings (Luxembourg) III S.à x.x., Credit Suisse AG (formerly Credit Suisse) as security trustee and others.

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

  • Permitted Pari Passu Intercreditor Agreement means, with respect to any Liens on Collateral that are intended to be pari passu with the Liens securing the Term B-1 Loans (and other Loan Obligations that are pari passu with the Term B-1 Loans), either (as the Borrower shall elect) (x) the First Lien/First Lien Intercreditor Agreement, (y) another intercreditor agreement not materially less favorable to the Lenders vis-à-vis such pari passu Liens than the First Lien/First Lien Intercreditor Agreement (as determined by the Borrower in good faith) or (z) another intercreditor agreement the terms of which are consistent with market terms governing security arrangements for the sharing of liens on a pari passu basis at the time such intercreditor agreement is proposed to be established in light of the type of Indebtedness to be secured by such liens, as determined by the Administrative Agent and the Borrower in the exercise of reasonable judgment.

  • ABL/Term Loan Intercreditor Agreement means the Intercreditor Agreement, dated as of the Closing Date, by and among the Administrative Agent, Barclays Bank PLC, as collateral agent under the Term Loan Credit Agreement, Holdings, Borrower and the other Subsidiary Loan Parties party thereto, as amended, restated, supplemented, replaced, refinanced or otherwise modified from time to time in accordance with the requirements thereof and of this Agreement.

  • Market 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 Indebtedness subject thereto.

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

  • Term Loan Intercreditor Agreement means the Intercreditor Agreement, dated of even date herewith, by and among Administrative Agent, Lenders, Term Loan Agent and Term Loan Lenders, as acknowledged and agreed to by Borrowers and Guarantors, providing for such parties’ relative rights and priorities with respect to the assets and properties of the Loan Parties and related matters.

  • Customary Intercreditor Agreement means (a) to the extent executed in connection with the incurrence of Indebtedness secured by Liens on the Collateral which are intended to rank equal in priority to the Liens on the Collateral securing the Secured Obligations (but without regard to the control of remedies) at the option of the Borrower, either (i) an intercreditor agreement substantially in the form of the Pari Passu Intercreditor Agreement (with such modifications as may be necessary or appropriate in light of prevailing market conditions and reasonably acceptable to the Term Administrative Agent) or (ii) a customary intercreditor agreement in form and substance reasonably acceptable to the Term Administrative Agent and the Borrower, which agreement shall provide that the Liens on the Collateral securing such Indebtedness shall rank equal in priority to the Liens on the Collateral securing the Secured Obligations (but without regard to the control of remedies) and (b) to the extent executed in connection with the incurrence of Indebtedness secured by Liens on the Collateral which are intended to rank junior to the Liens on the Collateral securing the Secured Obligations, at the option of the Borrower, either (i) an intercreditor agreement substantially in the form of the Second Lien Intercreditor Agreement (with such modifications as may be necessary or appropriate in light of prevailing market conditions and reasonably acceptable to the Term Administrative Agent) or (ii) a customary intercreditor agreement in form and substance reasonably acceptable to the Term Administrative Agent and the Borrower, which agreement shall provide that the Liens on the Collateral securing such Indebtedness shall rank junior to the Liens on the Collateral securing the Secured Obligations. With regard to any changes in light of prevailing market conditions as set forth above in clauses (a)(i) or (b)(i) or with regard to clauses (a)(ii) or (b)(ii), such changes or agreement, as applicable, shall be posted to the Lenders not less than five (5) Business Days before execution thereof and, if the Required Lenders shall not have objected to such changes within three (3) Business Days after posting, then the Required Lenders shall be deemed to have agreed that the Term Administrative Agent’s entry into such intercreditor agreement (including with such changes) is reasonable and to have consented to such intercreditor agreement (including with such changes) and to the Term Administrative Agent’s execution thereof.

  • Other Intercreditor Agreement an intercreditor agreement in form and substance reasonably satisfactory to the Borrower and the Collateral Agent.

  • Pari Passu Intercreditor Agreement means an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent between the Administrative Agent and one or more collateral agents or representatives for the holders of other Indebtedness that is secured by a Lien on the Collateral that is intended to rank pari passu with the Liens of the Loan Documents.

  • Senior Collateral Documents means the Security Agreement and the other “Security Documents” as defined in the Credit Agreement, the First Lien Intercreditor Agreement (upon and after the initial execution and delivery thereof by the initial parties thereto) and each of the collateral agreements, security agreements and other instruments and documents executed and delivered by any Borrower or any other Grantor for purposes of providing collateral security for any Senior Obligation.

  • Junior Priority Obligations means the Initial Junior Priority Obligations and any Additional Obligations constituting Junior Priority Debt.

  • Senior Priority Obligations as defined in the Base Intercreditor Agreement.

  • Permitted Junior Intercreditor Agreement means, with respect to any Liens on Collateral that are intended to be junior to any Liens securing the Loan Obligations, one or more customary intercreditor agreements, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent.

  • Second Priority Debt Documents means the Initial Second Priority Debt Documents and, with respect to any series, issue or class of Second Priority Debt, the promissory notes, indentures, Collateral Documents or other operative agreements evidencing or governing such Indebtedness, including the Second Priority Collateral Documents.

  • First Lien Collateral Documents means the “Security Documents” or “Collateral Documents” or similar term (as defined in the applicable First Lien Loan Documents) and any other agreement, document or instrument pursuant to which a Lien is granted securing any First Lien Obligations or pursuant to which any such Lien is perfected.

  • Acceptable Intercreditor Agreement means the Intercreditor Agreement, a Market Intercreditor Agreement, or another intercreditor agreement that is reasonably satisfactory to the Administrative Agent (which may, if applicable, consist of a payment “waterfall”).

  • Additional Intercreditor Agreement means an intercreditor agreement among the Collateral Agent and one or more Junior Representatives for holders of Permitted Junior Debt providing that, inter alia, the Liens on the Collateral in favor of the Collateral Agent (for the benefit of the Secured Creditors) shall be senior to such Liens in favor of the Junior Representatives (for the benefit of the holders of Permitted Junior Debt), as such intercreditor agreement may be amended, amended and restated, modified, supplemented, extended or renewed from time to time in accordance with the terms hereof and thereof. The Additional Intercreditor Agreement shall be in a form customary at such time for transactions of the type contemplated thereby and reasonably satisfactory to the Administrative Agent and Lead Borrower (it being understood that the terms of any First Lien/Second Lien Intercreditor Agreement are reasonably satisfactory).

Most Referenced Clauses

Most Referenced Definitions