Pari Passu Lien Intercreditor Agreement definition

Pari Passu Lien Intercreditor Agreement means an agreement substantially in the form of Exhibit G to this Agreement entered into by the Collateral Agent, the Administrative Agent and the agents for the holders of any Qualifying Secured Debt that is intended to be secured by a Lien on the Collateral ranking pari passu with the Lien of the Security Documents.

Pari Passu Lien Intercreditor Agreement means an intercreditor agreement among the Collateral Agent and one or more debt representatives for Pari Passu Lien Indebtedness permitted hereunder in form and substance reasonably acceptable to the Borrower, the Collateral Agent and the applicable debt representatives for such Pari Passu Lien Indebtedness.

Pari Passu Lien Intercreditor Agreement means an intercreditor agreement among the Collateral Agent and one or more Debt Representatives for Pari Passu Lien Indebtedness permitted hereunder in form and substance reasonably acceptable to the Borrower, the Collateral Agent and the applicable Debt Representatives for such Pari Passu Lien Indebtedness.

Examples of Pari Passu Lien Intercreditor Agreement in a sentence

• Without the consent of any Holders, the Trustee shall, at the request of the Issuer, enter into the Pari Passu Lien Intercreditor Agreement.

• The Administrative Agent and Collateral Agent are hereby authorized, without any further consent of any Lender (other than the consent of the Required Lenders provided in connection with this Agreement) to enter into any Pari Passu Lien Intercreditor Agreement or Second Lien Intercreditor Agreement with the holders of any Qualifying Secured Debt (or their agents) and to amend any Intercreditor Agreement in order to include the holders of such Qualifying Secured Debt appropriately therein.

• Notwithstanding the foregoing, the relative rights and obligations of the Senior Representatives and the Senior Secured Parties (as amongst themselves) with respect to any Senior Collateral shall be governed by the terms of the Pari Passu Lien Intercreditor Agreement and in the event of any conflict between the Pari Passu Lien Intercreditor Agreement and this Agreement as to such relative rights and obligations, the provisions of the Pari Passu Lien Intercreditor Agreement shall control.

• Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Pari Passu Lien Intercreditor Agreement.

• The Issuer shall provide a certificate of a responsible officer of the Issuer to each Collateral Agent and each Authorized Representative party to the Pari Passu Lien Intercreditor Agreement of any change in the identity of the Controlling Collateral Agent promptly upon becoming aware thereof (but in no event later than 10 Business Days following obtaining knowledge of such change).

More Definitions of Pari Passu Lien Intercreditor Agreement

Pari Passu Lien Intercreditor Agreement has the meaning assigned to such term in the Senior Credit Agreement.

Pari Passu Lien Intercreditor Agreement means an intercreditor agreement in the form attached as Exhibit D hereto.

Pari Passu Lien Intercreditor Agreement means (i) an intercreditor agreement substantially in the form of Exhibit L to the First Lien Term Credit Agreement or (ii) at any time the First Lien Term Credit Agreement is no longer outstanding, a customary intercreditor agreement in form and substance reasonably acceptable to the Senior Priority Representative with respect to each Senior Priority Debt Facility in existence at the time such intercreditor agreement is entered into and Borrower, and which provides that the Liens securing all Indebtedness covered thereby shall be of equal priority (but without regard to the control of remedies).

Pari Passu Lien Intercreditor Agreement means that certain Pari Passu Lien Intercreditor Agreement among the Trustee, Collateral Agent, the collateral agent with respect to the Pari Passu Lien Obligations, and the authorized representative in respect of the Pari Passu Lien Obligations and acknowledged and agreed to by the Note Guarantor, substantially in the form attached hereto as Exhibit I, entered into on February 14, 2017, as amended, modified, restated, supplemented from time to time.

Pari Passu Lien Intercreditor Agreement an intercreditor agreement substantially consistent with the form set forth as Exhibit D-2 annexed hereto together with (A) any immaterial changes (as determined by the Administrative Agent and Collateral Agent in their sole discretion) agreed to by the Administrative Agent and Collateral Agent in their sole discretion and (B) material changes thereto in light of 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 consented to, and to be bound by, such intercreditor agreement (with such changes) and deemed to have consented to the Administrative Agent’s and/or Collateral Agent’s execution thereof.

Pari Passu Lien Intercreditor Agreement means an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, between the Administrative Agent and one or more collateral agents or representatives for the holders of Indebtedness issued or incurred pursuant to Section 7.03(s) or Section 7.03(t) that is intended to be secured on a pari passu basis to the Liens securing the Obligations. In the event a Refinancing Debt Representative is required to become party to the Pari Passu Lien Intercreditor Agreement, if the related Indebtedness is the initial Indebtedness incurred by the Borrower or any Restricted Subsidiary to be secured by a Lien on a pari passu basis to the Liens securing the Obligations, then the Borrower, Holdings, the other Guarantors, the Administrative Agent and the Refinancing Debt Representative for such Indebtedness shall execute and deliver the Pari Passu Lien Intercreditor Agreement.

Pari Passu Lien Intercreditor Agreement means an intercreditor agreement among the Collateral Agent and one or more Debt Representatives for Pari Passu Lien Indebtedness permitted hereunder in form and substance reasonably acceptable to the Borrower, the Collateral Agent and the applicable Debt Representatives for such Pari Passu Lien Indebtedness; provided that, in any case, any Pari Passu Lien Intercreditor Agreement shall provide that after (x) the occurrence and during the continuance of a Waterfall Triggering Event, (y) the exercise of remedies in respect of the Collateral after the occurrence and during the continuation of an Event of Default or any event of default under such Pari Passu Lien Indebtedness or (z) the acceleration of the principal amount of any Loans hereunder or any such Pari Passu Lien Indebtedness, and until the payment in full in cash of all Obligations (other than amounts in respect of indemnification, expense reimbursement, yield protection or tax gross-up, contingent obligations and other similar claims, in each case that are not then owing or with respect to which no claim has been made) (i) any and all payments, proceeds or other amount received by any secured party thereunder in respect of such obligations (including through the Debt Representative), including proceeds of Collateral, will be applied in a manner consistent with Section 8.3(b) and (ii) if any such secured party shall receive any such payment, proceeds or other amount in respect of such obligations, such secured party shall hold such payment, proceeds or other amount in trust for the benefit of the holders of such obligations and the holders of the Obligations, and shall promptly transfer such payment to the Collateral Agent for application in a manner consistent with Section 8.3(b).