Priority Lien Intercreditor Agreement definition

Priority Lien Intercreditor Agreement has the meaning assigned to such term in the recitals of this Agreement.

Priority Lien Intercreditor Agreement means (1) the Amended and Restated Priority Lien Intercreditor Agreement, among the Priority Lien Collateral Agent, Senior Secured Notes Trustee, the Revolving Credit Agreement Agent, the Company, each other Collateral Grantor, the other parties from time to time party thereto, and American Stock Transfer & Trust Company, LLC in its capacity as the successor trustee under the Old Senior Secured Notes to be entered into on the Issue Date, as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with the Priority Lien Documents and (2) any replacement thereof.

Priority Lien Intercreditor Agreement means that certain Priority Lien Intercreditor Agreement of even date herewith by and among the RBL Facility Agent, the Priority Lien Term Facility Agent, the Company and the Subsidiaries of the Company named therein, with respect to the RBL Priority Collateral and/or any other portion of the Common Collateral, as the case may be, 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 RBL Facility Secured Parties and the Priority Lien Term Facility Secured Parties amongst themselves, in respect of the RBL Priority Collateral and/or any other portion of the Common Collateral, as applicable.

Examples of 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.

• 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.

• In the event of any conflict between the terms of this Indenture and those of the Priority Lien Intercreditor Agreement with respect to the rights, privileges, protections, indemnities and exemptions of the Trustee (in any of its capacities hereunder), the terms of this Indenture shall control.

• The Company hereby authorizes and directs the Trustee to execute and deliver the Amended and Restated Priority Lien Intercreditor Agreement dated as of , 2016, terminating the rights of the Trustee under the existing Pari Passu Intercreditor Agreement.

• The foregoing provisions are intended as an inducement to the lenders under the Credit Agreement to extend credit to the Company and certain of its Subsidiaries, and such lenders and each other present and future holder of Priority Lien Obligations are intended third party beneficiaries of such provisions and the provisions of the Priority Lien Intercreditor Agreement.

More Definitions of Priority Lien Intercreditor Agreement

Priority Lien Intercreditor Agreement means, collectively or individually (as the context may require), the PNC Intercreditor Agreement and any Additional Priority Lien Intercreditor Agreement.

Priority Lien Intercreditor Agreement means that certain intercreditor agreement to be entered into by and among the Borrower, the guarantors from time to time party thereto, the Collateral Trustee, the trustee under the Second Priority Senior Secured Notes Indenture, as trustee and collateral agent, and the other first priority lien debt representatives and subordinated lien debt representatives from time to time party thereto, in substantially the form attached as Exhibit B to this Amendment.

Priority Lien Intercreditor Agreement means (i) that certain Priority Lien Intercreditor Agreement, dated as of August 24, 2016 and supplemented on November 29, 2016 and on February 6, 2017, by and among JPMorgan Chase Bank, N.A, as the RBL Facility Agent and the Applicable First Lien Agent, Wilmington Trust, National Association, as the Term Facility Agent and the Applicable Second Lien Agent, the 2024 Priority Senior Secured Notes Collateral Agent, as a Priority Lien ICA Other First-Priority Lien Obligations 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, the holders of the 2024 Priority Senior Secured Notes Obligations, the holders of the 2025 Senior Secured Notes Obligations and the 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 than the intercreditor agreement referred to in clause (i).

Priority Lien Intercreditor Agreement means that certain Amended and Restated Priority Lien Intercreditor Agreement dated as of September 6, 2016, among the Pari Passu Collateral Agent (as defined therein) the Revolving Credit Agreement Agent (as defined therein), the Trustee (as defined therein) and Xxxxxxxx, as the same may be amended, restated, modified, renewed, refunded, replaced or refinanced in compliance with the Priority Lien Intercreditor Agreement.

Priority Lien Intercreditor Agreement means that certain intercreditor agreement, dated December 31, 2012, among the Company, the guarantors from time to time party thereto, the trustee under the Second Priority Secured Subordinated Notes Indenture, as trustee and collateral agent, the Collateral Trustee, and the other first priority lien debt representatives and subordinated lien debt representatives from time to time party thereto, as amended, supplemented or otherwise modified from time to time.

Priority Lien Intercreditor Agreement means that certain Intercreditor Agreement, dated as of December 31, 2012, among the Company, the guarantors from time to time party thereto, U.S. Bank National Association, as trustee under the Existing Second Lien Notes Indenture and as collateral agent, the First Priority Lien Collateral Trustee, and the other first priority lien debt representatives and subordinated lien debt representatives from time to time party thereto, including the Trustee, as amended, supplemented or otherwise modified from time to time.

Priority Lien Intercreditor Agreement means that certain Priority Lien Intercreditor Agreement, dated as of August 24, 2016, by and among the RBL Agent, the Priority Lien Term Facility 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, the holders of the Notes Obligations and secured parties under the Priority Lien Term Facility amongst themselves, in respect of the Common Collateral.