Pari Passu Second Lien Intercreditor Agreement definition

Pari Passu Second Lien Intercreditor Agreement means an intercreditor agreement which subordinates the Lien on the Collateral of the holders of the Pari Passu Second Lien Obligations to (i) the Lien on the ABL Priority Collateral of each of the holders of ABL Obligations and Pari Passu ABL Obligations and (ii) the Lien on the Notes-TLB Priority Collateral of the holders of the Notes-TLB Obligations and the terms of which are consistent with market terms (in the view of the ABL Collateral Agent or, if the ABL Collateral Agent has been replaced, any other agent for the holders of ABL Obligations) governing security arrangements for the subordination and 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.
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Pari Passu Second Lien Intercreditor Agreement means a pari passu second lien intercreditor agreement substantially in the form attached as Exhibit D hereto to be executed in case any Issuer or Guarantor Incurs any series of Pari Passu Secured Debt other than the Notes by and between the Collateral Agent and the trustee, administrative agent, collateral agent, Collateral Agent or similar agent under indenture, loan agreement or other agreement with respect to such series of Pari Passu Secured Debt.
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Pari Passu Second Lien Intercreditor Agreement means the pari passu second lien intercreditor agreement on the terms set forth in the Indenture (or such other terms satisfactory to the parties thereto, so long as such other terms are not materially adverse to the interests of the Holders as compared to the terms contemplated in the Indenture (as determined in good faith by the Company)) to be entered by and between the Collateral Agent, on the one hand, and the trustee, administrative agent, collateral agent, security agent or similar agent under indenture, loan agreement or other agreement with respect to any other series of Pari Passu Secured Debt, on the other hand, to provide for, among other things, the relative rights and remedies of the holders of the Secured Obligations and holders of any other Obligations relating to Pari Passu Secured Debt with respect to the Collateral.
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Examples of Pari Passu Second Lien Intercreditor Agreement in a sentence

  • Notwithstanding anything to the contrary in the relevant Security Documents, the First Lien/Second Lien Intercreditor Agreement and the Pari Passu Second Lien Intercreditor Agreement, upon receipt by the Collateral Agent of a certificate from the Trustee that complies with Section 11.05, the Collateral Agent is authorized to release the Collateral.

  • The Collateral Agent and the Trustee, as applicable, are hereby directed and authorized to enter into any intercreditor agreement on behalf of, and binding with respect to, the Holders and their interest in designated assets, in connection with the incurrence of any Pari Passu Secured Debt, including to clarify the respective rights of all parties in and to designated assets, including the Pari Passu Second Lien Intercreditor Agreement.

  • Collateral may be released from the Liens and security interests created by the Security Documents at any time or from time to time in accordance with the provisions of the Security Documents, the First Lien/Second Lien Intercreditor Agreement, the Pari Passu Second Lien Intercreditor Agreement and the Indenture.

  • Without the prior written consent of the Second Lien Representative of each Series of Second Lien Obligations, no Security Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Security Document would be prohibited by, or would require any Issuer or any Guarantor to act or refrain from acting in a manner that would violate, any of the terms of the Pari Passu Second Lien Intercreditor Agreement.

  • The Collateral Agent and the Trustee shall enter into the Pari Passu Second Lien Intercreditor Agreement and any other intercreditor agreement at the request of the Issuers, provided that (in the case of such other intercreditor agreement) the Issuers will have delivered to the Collateral Agent and the Trustee an Officers’ Certificate to the effect that such other intercreditor agreement complies with the provisions of this Indenture, the Notes and the Security Documents.

  • The Collateral Agent is authorized to receive any funds for the benefit of the Holders of the Notes distributed under the Security Documents, the First Lien/Second Lien Intercreditor Agreement or the Pari Passu Second Lien Intercreditor Agreement, and to make further distributions of such funds to the Holders of the Notes according to the provisions of the Indenture, the First Lien/Second Lien Intercreditor Agreement and the Pari Passu Second Lien Intercreditor Agreement.

  • The Collateral Agent and the Trustee shall enter into the Pari Passu Second Lien Intercreditor Agreement and any other intercreditor agreement at the request of the Issuers, provided that (in the case of such other intercreditor agreement) the Issuers will have delivered to the Collateral Agent and the Trustee an Officer’s Certificate to the effect that such other intercreditor agreement complies with the provisions of this Indenture, the Notes and the Security Documents.


More Definitions of Pari Passu Second Lien Intercreditor Agreement

Pari Passu Second Lien Intercreditor Agreement means the Pari Passu Second Lien Intercreditor Agreement substantially in the form of Exhibit G-2.
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Related to Pari Passu Second Lien Intercreditor Agreement

  • Second Lien Intercreditor Agreement means a First Lien/Second Lien Intercreditor Agreement substantially in the form of Exhibit I-2 (with such changes to such form as may be reasonably acceptable to the Administrative Agent and the Borrower) among the Administrative Agent, the Collateral Agent and the representatives for purposes thereof of any other Permitted Other Indebtedness Secured Parties that are holders of Permitted Other Indebtedness Obligations having a Lien on the Collateral ranking junior to the Lien securing the Obligations.

  • First Lien Intercreditor Agreement means a First Lien Intercreditor Agreement among the Administrative Agent, the Collateral Agent and one or more Senior Representatives for holders of Indebtedness secured by Liens on the Collateral that are pari passu with the Liens on the Collateral securing the Senior Credit Obligations, in form and substance reasonably satisfactory to the Administrative Agent.

  • 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.

  • Pari Passu Intercreditor Agreement means an intercreditor agreement among the Administrative Agent and the other parties from time to time party thereto, substantially in the form of Exhibit I.

  • 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.

  • ABL Intercreditor Agreement means that certain ABL Intercreditor Agreement, dated as of the Closing Date, among, inter alia, Holdings, the Borrower, the Common Collateral Agent and the administrative agent for the ABL Facility, as amended, modified, supplemented, substituted, replaced or restated, in whole or in part, from time to time in accordance with the terms thereof.

  • 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.

  • Second Lien Indenture has the meaning set forth in the recitals.