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 has the meaning assigned to such term in the definition of “Intercreditor Agreement.”

Examples of Junior Priority Intercreditor Agreement in a sentence

• Notwithstanding anything herein to the contrary, the liens and security interests granted to the Collateral Trustee pursuant to this Agreement and the exercise of any right or remedy by the Collateral Trustee hereunder are subject to the provisions of the Junior Priority Intercreditor Agreement.

• In the event of any conflict or inconsistency between the provisions of this Agreement and any Intercreditor Agreement (including the Junior Priority Intercreditor Agreement), the provisions of such Intercreditor Agreement shall control, provided that nothing in the Intercreditor Agreements shall limit the rights, protections, immunities and indemnities of the Collateral Trustee under the Indenture.

• In the event of any conflict or inconsistency between the provisions of this Agreement and any Intercreditor Agreement (including the Junior Priority Intercreditor Agreement), the provisions of such Intercreditor Agreement shall control; provided that nothing in the Intercreditor Agreement shall limit the rights, protections, immunities or indemnities of the Collateral Trustee under the Indenture Documents.

• Nothing herein shall be construed to limit the right of any Agent (on behalf of the Secured Parties represented thereby) to enter into any separate agreement (including any Junior Priority Intercreditor Agreement) among all or a portion of the Agents (each on behalf of the Secured Parties represented thereby); and the rights and obligations among such Secured Parties will be governed by, and any provisions herein regarding them will therefore be subject to, the provisions of any such separate agreement.

• The Administrative Agent and the New Agent are each hereby authorized and directed by the Consenting Lenders to execute and deliver the New Credit Agreement, the First Lien Intercreditor Agreement and the Junior Priority Intercreditor Agreement and to take such other actions as the New Agent and the Borrower determine may be necessary or desirable to give effect to the transactions contemplated hereby.

More Definitions of Junior Priority Intercreditor Agreement

Junior Priority Intercreditor Agreement means an intercreditor agreement that constitutes both (a) an “Acceptable Junior Priority Intercreditor Agreement” for purposes of the Indenture and (b) a “Junior Lien Intercreditor Agreement” for purposes of the Senior Credit Agreement.

Junior Priority Intercreditor Agreement means the Junior Priority Intercreditor Agreement substantially in the form of Exhibit F-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. “Latest Maturity Date” shall mean, with respect to the Incurrence of any Indebtedness or the issuance of any Capital Stock, the latest Maturity Date applicable to any Credit Facility that is outstanding hereunder as determined on the date such Indebtedness is Incurred or such Capital Stock is issued. “LCT Election” shall have the meaning provided in Section 1.11. “LCT Test Date” shall have the meaning provided in Section 1.11. “Lead Arrangers” shall mean (a) MSSF, JPMorgan Chase Bank, N.A., Xxxxxxxxx Finance LLC, UBS Securities LLC, BofA Securities, Inc., BMO Capital Markets Corp., Xxxxxxx Xxxxx Bank and Truist Securities, Inc., each in its capacity as a lead arranger in connection with the Credit Agreement and (b) MSSF in its capacity as sole lead arranger in connection with the 2022 Incremental Term Loans. “Lender” shall mean (a) the Persons listed on Schedule 1.1(a), (b) the Person listed on Schedule 1 to the 2022 Incremental Agreement, (c) any other Person that shall become a party hereto as a “lender” pursuant to Section 13.6 and (cd) each other Person that becomes a party hereto as a “lender” pursuant to the terms of Section 2.14 (including the 2022 Incremental Term Lenders under the 2022 Incremental Agreement), in each case other than a Person who ceases to hold any outstanding Loans, Letter of Credit Exposure, Swingline Exposure or any Commitment. “Lender Default” shall mean (a) the refusal (in writing) or failure of any Revolving Credit Lender (which term, for purposes of this definition, shall also include any Lender under an Additional/Replac...

Junior Priority Intercreditor Agreement means one or more customary junior lien intercreditor agreements, among the Company, Holdings, the Guarantors, the Notes Collateral Agent and one or more Other Debt Representatives for the holders of Indebtedness that is permitted under the Indenture to be, and intended to be, secured on a junior lien basis with the Liens securing the Obligations, as amended, restated, supplemented or otherwise modified from time to time in accordance with the requirements thereof and of this Indenture, and which shall also include any replacement intercreditor agreement entered into in accordance with the terms hereof.

Junior Priority Intercreditor Agreement as defined in the recitals hereto.

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 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.

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.