Approved Intercreditor Agreement definition

Approved Intercreditor Agreement means (i) with respect to indebtedness secured on a pari passu basis with the Secured Obligations, this Agreement (or any other collateral trust agreement or intercreditor agreement reasonably acceptable to the Administrative Agent) and (ii) with respect to any indebtedness secured on a junior basis to the Secured Obligations, an intercreditor agreement the terms of which are consistent with market terms governing security arrangements for the 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.

Approved Intercreditor Agreement means an intercreditor agreement the terms of which are consistent with market terms governing security arrangements for the 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.

Approved Intercreditor Agreement means the Intercreditor Agreement, any Pari Passu Intercreditor Agreement or any Junior Lien Intercreditor Agreement.

Examples of Approved Intercreditor Agreement in a sentence

• In the event of any conflict between the terms of the Collateral Trust Agreement or any such Approved Intercreditor Agreement and the terms of this Indenture or any Security Document with respect to the priority of any Liens granted to the Collateral Trustee or the exercise of any rights and remedies of the Collateral Trustee, the terms of the Collateral Trust Agreement and any such applicable Approved Intercreditor Agreement shall govern and control.

• In the event of any conflict between the terms of the Second Lien Collateral Trust Agreement, the First Lien/Second Lien Intercreditor Agreement or any such Approved Intercreditor Agreement and the terms of this Indenture or any Security Document, the terms of the Second Lien Collateral Trust Agreement, the First Lien/Second Lien Intercreditor Agreement and any such applicable Approved Intercreditor Agreement shall govern and control.

• In the event of any conflict or inconsistency between the terms of such Approved Intercreditor Agreement and this Agreement, the terms of such Approved Intercreditor Agreement shall control.

• In the event of any conflict between the terms of the Collateral Trust Agreement or any such Approved Intercreditor Agreement and the terms of this Agreement or any other Loan Document with respect to the priority of any Liens granted to the Collateral Trustee or the exercise of any rights and remedies of the Collateral Trustee, the terms of the Collateral Trust Agreement and such applicable Approved Intercreditor Agreements shall govern and control.

• The Indenture, the Notes, the Note Guarantees, the Second Lien Collateral Trust Agreement, the other Security Documents, the First Lien/Second Lien Intercreditor Agreement and any other Approved Intercreditor Agreement may be amended or supplemented as provided in the Indenture, subject to the terms of the Second Lien Collateral Trust Agreement, the First Lien/Second Lien Intercreditor Agreement and any other Approved Intercreditor Agreement, as applicable.

More Definitions of Approved Intercreditor Agreement

Approved Intercreditor Agreement has the meaning as set forth in the Collateral Trust Agreement.

Approved Intercreditor Agreement means an intercreditor agreement the terms of which are consistent with market terms governing security arrangements for the 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 Debt subject thereto.

Approved Intercreditor Agreement means, with respect to Second Lien Secured Obligations, the Second Lien Collateral Trust Agreement or any other collateral trust agreement or intercreditor agreement the terms of which are consistent with market terms governing security arrangements for the sharing of Liens or arrangements relating to the distribution of payments, as applicable, at the time the collateral trust agreement or the intercreditor agreement is proposed to be established in light of the type of Indebtedness subject thereto (in each case, as determined in good faith by the Company and certified to the Trustee and Second Lien Collateral Trustee in an Officer’s Certificate on which the Trustee and the Second Lien Collateral Trustee may conclusively rely without liability).

Approved Intercreditor Agreement means, with respect to Second Lien Secured Obligations, the Second Lien Collateral Trust Agreement, the Intercreditor Agreement or any other collateral trust agreement or intercreditor agreement the terms of which are consistent with market terms governing security arrangements for the sharing of liens or arrangements relating to the distribution of payments, as applicable at the time the collateral trust agreement or the intercreditor agreement is proposed to be established in light of the type of Indebtedness subject thereto.

Approved Intercreditor Agreement means, (a) with respect to Senior Lien Obligations, the ABL/Junior Intercreditor Agreement, and any other customary intercreditor agreement or any other collateral trust agreement in form and substance substantially similar to the intercreditor relationship between the ABL/FILO Obligations and the New Second Lien Secured Notes as determined by the Company, providing that the Liens on the Collateral securing such Senior Lien Obligations shall be senior Liens, (b) with respect to Pari Passu Lien Indebtedness, a customary intercreditor agreement or any other collateral trust agreement in form and substance substantially similar to the intercreditor relationship between each series of New Second Lien Secured Notes as determined by the Company, providing that the Liens on the Collateral securing such Pari Passu Lien Indebtedness shall be Pari Passu Liens, and (c) with respect to Junior Lien Indebtedness, the 2L/3L Intercreditor Agreement, and any other customary intercreditor agreement in form substantially similar to the intercreditor relationship between the Third Lien Obligations and the New Second Lien Secured Notes as determined by the Company, providing that the Liens on the Collateral securing such Junior Lien Indebtedness shall be Junior Liens as determined by the Company; in each case of (a), (b) and (c) the terms of which are consistent with market terms governing security arrangements for the sharing of Liens or arrangements relating to the distribution of payments, as applicable, at the time such collateral trust agreement or intercreditor agreement is proposed to be established in light of the type of Indebtedness subject thereto (in each case, as determined in good faith by the Company and certified to the Second Lien Trustees and Collateral Agent in an Officer’s Certificate on which the Second Lien Trustees and the Collateral Agent may conclusively rely without liability).

Approved Intercreditor Agreement means (a) with respect to any Permitted Term Debt, an intercreditor agreement containing terms satisfactory to Agent, among Agent, on behalf of the Secured Parties, the applicable Obligors, and the holders of such Permitted Term Debt (or any agent or trustee acting on their behalf), and (b) with respect to an Approved Floorplan and Factoring Facility, an intercreditor agreement containing terms satisfactory to Agent, among Agent, on behalf of the Secured Parties, the applicable Obligors, and the creditors providing such Approved Floorplan and Factoring Facilities (or any agent or trustee acting on their behalf), as any of the foregoing may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

Approved Intercreditor Agreement means (i) with respect to Indebtedness secured on a pari passu basis with the First Lien Debt, the Collateral Trust Agreement (or any other collateral trust agreement or intercreditor agreement reasonably acceptable to the Collateral Trustee acting at the direction of the requisite secured parties) and (ii) with respect to any Indebtedness secured on a junior basis to the First Lien Debt, an intercreditor agreement the terms of which are consistent with market terms governing security arrangements for the 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.