Senior Priority Lien Intercreditor Agreement definition

Senior Priority Lien Intercreditor Agreement means the Senior Priority Lien Intercreditor Agreement substantially in the form of Exhibit I-1 among the Administrative Agent and/or the Collateral Agent and one or more representatives for holders of one or more classes of Permitted Additional Debt and/or Permitted First Priority Refinancing Debt, with such modifications thereto as the Administrative Agent and the Borrower may reasonably agree.
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Senior Priority Lien Intercreditor Agreement means the intercreditor agreement, dated as of the Issue Date, among JPMorgan Chase Bank, National Association, as administrative agent under the Amended and Restated Credit Agreement, the Collateral Trustee, as collateral trustee under the Collateral Trust Agreement, Wilmington Trust Company, as agent under the Contribution Deferral Agreement, the ABL Agent (solely for purposes of acknowledging certain provisions) and the other parties from time to time party thereto, as it may be amended, amended and restated, restated, supplemented, modified replaced, extended, restructured or renewed from time to time in accordance with this Indenture.
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Senior Priority Lien Intercreditor Agreement means the Senior Priority Lien Intercreditor Agreement substantially in the form of Exhibit J-1 among the Administrative Agent and/or the Collateral Agent and one or more representatives for holders of one or more classes of Permitted Additional Debt and/or Permitted First Priority Refinancing Debt, with such modifications thereto as the Administrative Agent and the Borrower may reasonably agree.
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Examples of Senior Priority Lien Intercreditor Agreement in a sentence

  • If there is a conflict between the terms of the Senior Priority Lien Intercreditor Agreement or the Asset Backed Credit Facility Intercreditor Agreement, as the case may be, and this Indenture, the terms of the Senior Priority Lien Intercreditor Agreement or the Asset Backed Credit Facility Intercreditor Agreement, as the case may be, will control.

  • This Consent is with respect to that certain Senior Priority Lien Intercreditor Agreement, dated as of May 23, 2018 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), by and among the parties (other than the New Agent) referred to above.

  • The Liens on the Collateral securing the Secured Obligations are subordinated to the senior priority Liens on the Collateral securing the Senior Priority Lien Obligations, in the manner and to the extent provided in the Senior Priority Lien Intercreditor Agreement and the Asset Backed Credit Facility Intercreditor Agreement, if any.

  • The Liens on the Collateral securing the Secured Obligations are subordinated to the Liens on the Collateral securing the Senior Priority Lien Obligations, in the manner and to the extent provided in the Senior Priority Lien Intercreditor Agreement and the Asset Backed Credit Facility Intercreditor Agreement, if any.

  • Subject to the Senior Lien Intercreditor Agreement, the Senior Priority Lien Intercreditor Agreement and applicable law, upon the occurrence and during the continuance of an Event of Default, each Pledgor agrees to deliver each item of Collateral to the Applicable Agent on demand and it is agreed that the Applicable Agent shall have the right generally to exercise any and all rights afforded to a secured party under the applicable Uniform Commercial Code or other applicable law.

  • Subject to the terms of the Senior Priority Lien Intercreditor Agreement, each Pledgor hereby appoints the Agent the attorney-in-fact of such Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest.

  • Without limiting the generality of the foregoing, each Pledgor agrees that the Agent shall have the right, subject to the requirements of applicable law and subject to the terms and conditions of the Senior Priority Lien Intercreditor Agreement, to sell or otherwise dispose of all or any part of the Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Agent shall deem appropriate.

  • Notwithstanding the foregoing, the relative rights and obligations of the Administrative Agent, 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 Senior Priority Lien Intercreditor Agreement and in the event of any conflict between the Senior Priority Lien Intercreditor Agreement and this Agreement, the provisions of the Senior Priority Lien Intercreditor Agreement shall control.


More Definitions of Senior Priority Lien Intercreditor Agreement

Senior Priority Lien Intercreditor Agreement has the meaning assigned to such term in the recitals of this Agreement.
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Senior Priority Lien Intercreditor Agreement has the meaning assigned to such term in the Initial Credit Agreement.
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Senior Priority Lien Intercreditor Agreement means the Senior Priority Lien Intercreditor Agreement substantially in the form of Exhibit J-1 among the Administrative Agent and/or the Collateral Agent and one or more representatives for holders of one or more classes of Permitted Additional Debt and/or Permitted First Priority Refinancing Debt, with such modifications thereto as the Administrative Agent and the Borrower may reasonably agree. “Senior Secured Leverage Ratio” shall mean, as of any date of determination, the ratio of (a) Consolidated Secured Debt as of the last day of the most recently ended Test Period on or prior to such date of determination to (b) Consolidated EBITDA for such Test Period. “Similar Business” shall mean any business conducted or proposed to be conducted by the Borrower and the Restricted Subsidiaries on the Amendment No. 5 Effective Date or any business that is similar, reasonably related, synergistic, incidental, or ancillary thereto. “SOFR” shall mean a rate equal to the secured overnight financing rate as administered by the SOFR Administrator. “SOFR Administrator” shall mean the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate). “SOFR Borrowing” shall mean, as to any Borrowing, the SOFR Loans comprising such Borrowing. “SOFR Loan” shall mean a Loan that bears interest at a rate based on Adjusted Term SOFR, other than pursuant to clause (c) of the definition of “ABR”. “Sold Entity or Business” shall have the meaning provided in the definition of the term “Consolidated EBITDA”. “Solvent” shall mean, with respect to any Person, at any date, that (i) each of the Fair Value and the Present Fair Saleable Value of the assets of such Person and its Subsidiaries taken as a whole exceed their Stated Liabilities and Identified Contingent Liabilities; (ii) such Person and its Subsidiaries, taken as a whole after consummation of the Transactions (including the execution and delivery of this Agreement, the making of the Loans and the use of proceeds of such Loans, in each case on the date in question), have sufficient capital to ensure that it is a going concern; and (iii) such Person and its Subsidiaries, taken as a whole after consummation of the Amendment No. 5 Transactions (including the execution and delivery of this Agreement, the making of the Loans and the use of proceeds of such Loans, in each case on the date in question) have sufficient assets and cash flow to pay their respective Stated Liabilities and Identified
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Senior Priority Lien Intercreditor Agreement means (i) that certain Senior Priority Lien Intercreditor Agreement to be entered into on the Issue Date by and among the RBL Agent, the Notes Collateral Agent, Holdings and the Subsidiaries of Holdings, with respect to the Common Collateral, as amended, supplemented, restated or otherwise modified from time to time in accordance with its terms or any replacement thereof governing the rights and remedies of the secured parties under the RBL Facility and holders of the Notes Obligations amongst themselves, in respect of the Common Collateral and (ii) any replacement thereof that contains terms not materially less favorable to holders of the Notes that the intercreditor agreement referred to in clause (i).
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Related to Senior Priority Lien Intercreditor Agreement

  • 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.

  • 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.

  • ABL Intercreditor Agreement means the Intercreditor Agreement, dated as of July 26, 2022, by and among the Collateral Agent (as defined therein), the ABL Agent, and each additional representative party thereto from time to time, as amended, restated or otherwise modified 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.

  • Customary Intercreditor Agreement means (a) to the extent executed in connection with the incurrence of secured Indebtedness, the security of which is not intended to rank junior or senior to the Liens securing the Obligations (but without regard to the control of remedies), at the option of the Borrower and the Administrative Agent acting together, either (i) any intercreditor agreement substantially in the form of the Senior Priority Lien Intercreditor Agreement or (ii) a customary intercreditor agreement in a form reasonably acceptable to the Administrative Agent and the Borrower, which agreement shall provide that the Liens securing such Indebtedness shall not rank junior or senior to the Lien securing the Obligations (but without regard to the control of remedies) and (b) to the extent executed in connection with the incurrence of secured Indebtedness, the security of which is intended to rank junior to the Liens securing the Obligations, at the option of the Borrower and the Administrative Agent acting together, either (i) an intercreditor agreement substantially in the form of the Junior Priority Lien Intercreditor Agreement or (ii) a customary intercreditor agreement in a form reasonably acceptable to the Administrative Agent and the Borrower, which agreement shall provide that the Liens securing such Indebtedness shall rank junior to the Lien securing the Obligations.

  • 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 Loans (and other Loan Obligations that are pari passu with the Term B 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.

  • 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”).

  • Permitted Junior Intercreditor Agreement means, with respect to any Liens on Collateral that are intended to be junior to any Liens securing the Term B Loans (and other Loan Obligations that are pari passu with the Term B Loans) (including, for the avoidance of doubt, junior Liens pursuant to Section 2.21(b)(ii) and (v)), either (as the Borrower shall elect) (x) the First Lien/Second Lien Intercreditor Agreement if such Liens secure “Second Lien Obligations” (as defined therein), (y) another intercreditor agreement not materially less favorable to the Lenders vis-à-vis such junior Liens than the First Lien/Second 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 junior 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.

  • Intercreditor Agent has the meaning given to such term in the Intercreditor Agreement.