Common use of Impairment Clause in Contracts

Impairment. Without limiting the provisions of Section 3.02, it is the intention of the Secured Parties of each Series that the holders of Secured Obligations of such Series (and not the Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Secured Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Secured Obligations), (y) any of the Secured Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of Secured Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Secured Obligations) on a basis ranking prior to the security interest of such Series of Secured Obligations but junior to the security interest of any other Series of Secured Obligations or (ii) the existence of any Collateral for any other Series of Secured Obligations that is not Shared Collateral (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of Secured Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any real property subject to a mortgage which applies to all Secured Obligations shall not be deemed to be an Impairment of any Series of Secured Obligations. In the event of any Impairment with respect to any Series of Secured Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Secured Obligations, and the rights of the holders of such Series of Secured Obligations (including, without limitation, the right to receive distributions in respect of such Series of Secured Obligations pursuant to Section 4.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Secured Obligations subject to such Impairment. Additionally, in the event the Secured Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Secured Obligations or the Loan Document governing such Secured Obligations shall refer to such obligations or such documents as so modified.

Impairment. Without limiting With respect to any Collateral or proceeds of any Collateral for which a third party (other than a Secured Party) has a Lien or security interest that is junior in priority to the provisions security interest of Section 3.02any series of Obligations (it being understood and agreed that the Loan Obligations constitute a separate series of Obligations from any Other Pari Passu Lien Obligations) but senior (as determined by appropriate legal proceedings in the case of any dispute and after giving effect to any applicable intercreditor agreement) to the security interest of any other series of Obligations (such third party an “Intervening Creditor”), the value of any Collateral or the proceeds of any Collateral which are allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Collateral or proceeds of the Collateral to be distributed in respect of the series of Obligations with respect to which such Impairment exists. In furtherance of the foregoing, it is the intention of the Secured Parties of each Series series of Obligations that the holders of Secured Obligations of such Series series (and not the Secured Parties of any other Seriesseries) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Secured Obligations of such Series series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series series of Secured Obligations), (y) any of the Secured Obligations of such Series series do not have an enforceable a valid and perfected security interest in any of the Collateral securing any other Series series of Secured Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series series of Secured Obligations) on a basis ranking prior to the security interest of such Series series of Secured Obligations but junior to the security interest of any other Series series of Secured Obligations or (ii) the existence of any Collateral for any other Series of Secured Obligations that is not Shared Collateral (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series series of Secured Obligations, an “Impairment” of such Seriesseries); provided that the existence of a maximum claim with respect to any real property subject to a mortgage which applies to all Secured Obligations shall not be deemed to be an Impairment of any Series series of Secured Obligations. In the event of any Impairment with respect to any Series series of Secured Obligations, the results of such Impairment shall be borne solely by the holders of such Series series of Secured Obligations, and the rights of the holders of such Series series of Secured Obligations (including, without limitation, including the right to receive distributions in respect of such Series series of Secured Obligations pursuant to Section 4.01Obligations) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series series of such Secured Obligations subject to such Impairment. Additionally, in the event the Secured Obligations of any Series series are modified pursuant to applicable law (including, without limitation, including pursuant to Section 1129 of the Bankruptcy Code), any reference to such Secured Obligations or the Loan Document Secured Debt Documents governing such Secured Obligations shall refer to such obligations or such documents as so modified.

Impairment. Without limiting the provisions of Section 3.02, it It is the intention of the Secured Parties of each Series that the holders Additional Secured Parties with respect to any Series of Secured Additional Obligations of such Series (and not the Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Secured Additional Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Secured Obligations), (y) any of the Secured Obligations security interest of such Series do not have an enforceable security interest of Additional Obligations in any of the Collateral securing any other Series of Secured Obligations and/or is not enforceable or (z) any intervening security interest exists securing any other obligations (other than another Series of Secured Obligations) on a basis ranking prior to the security interest of such Series of Secured Additional Obligations but junior to the security interest of any other Series of Secured Obligations or (ii) the existence of any Collateral for any other Series of Secured Obligations that is not Shared Collateral (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of Secured Obligationscondition, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any real property subject to a mortgage which applies to all Secured Obligations shall not be deemed to be an Impairment of any Series of Secured Obligations. In the event of any Impairment with respect to any Series of Secured Additional Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Secured Additional Obligations, and the rights of the holders of such Series of Secured Additional Obligations (including, without limitation, including the right to receive distributions in respect of such Series of Secured Obligations pursuant to Section 4.012.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Secured Obligations subject to such Impairment. For the avoidance of doubt, the foregoing shall not apply to Impairments with respect to the Bank Obligations and Notes Obligations, which shall be treated in accordance with Section 2.01(d). Additionally, in the event the Secured Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), then, subject to Section 2.05(a), any reference to such Secured Obligations or the Loan Document documents governing such Secured Obligations shall refer to such obligations Obligations or such documents as so modified.

Impairment. Without limiting the provisions of Section 3.02, it It is the intention of the First Lien Secured Parties of each Series that the holders Additional First Lien Secured Parties with respect to any Series of Secured Additional First Lien Obligations of such Series (and not the First Lien Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Secured Additional First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Secured First Lien Obligations), (y) any of the Secured Obligations security interest of such Series do not have an enforceable security interest of Additional First Lien Obligations in any of the Collateral securing any other Series of Secured Obligations and/or is not enforceable or (z) any intervening security interest exists securing any other obligations (other than another Series of Secured First Lien Obligations) on a basis ranking prior to the security interest of such Series of Secured Additional First Lien Obligations but junior to the security interest of any other Series of Secured Obligations or (ii) the existence of any Collateral for any other Series of Secured Obligations that is not Shared Collateral (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of Secured Obligationscondition, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any real property subject to a mortgage which applies to all Secured Obligations shall not be deemed to be an Impairment of any Series of Secured Obligations. In the event of any Impairment with respect to any Series of Secured Additional First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Secured Additional First Lien Obligations, and the rights of the holders of such Series of Secured Additional First Lien Obligations (including, without limitation, including the right to receive distributions in respect of such Series of Secured Obligations pursuant to Section 4.012.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Secured Obligations subject to such Impairment. For the avoidance of doubt, the foregoing shall not apply to Impairments with respect to the Credit Agreement Obligations and Notes Obligations, which shall be treated in accordance with Section 2.01(d). Additionally, in the event the Secured First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), then, subject to Section 2.05(a), any reference to such Secured First Lien Obligations or the Loan Document documents governing such Secured First Lien Obligations shall refer to such obligations First Lien Obligations or such documents as so modified.

Impairment. Without limiting the provisions of Section 3.02, it a. It is the intention of the Pari Passu Secured Parties of each Series that of Pari Passu Debt that, solely as between such Series of Pari Passu Debt and any other Series of Pari Passu Debt, the holders of Pari Passu Secured Obligations of such Series (and not the Pari Passu Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Secured Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Secured Obligations), (y) any of the Secured Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of Secured Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Secured Obligations) on a basis ranking prior to the security interest of such Series of Secured Obligations but junior to the security interest of any other Series of Secured Obligations or (ii) the existence of any Collateral for any other Series of Secured Obligations that is not Shared Collateral (any such condition referred to in the foregoing clauses (i) or (ii) Impairment with respect to any Series of Secured Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any real property subject to a mortgage which applies to all Secured Obligations shall not be deemed to be an Impairment of any Series of Secured ObligationsPari Passu Debt. In the event of any Impairment with respect to any Series of Secured ObligationsPari Passu Debt, the results of such Impairment shall be borne solely by the holders of such Series of Secured ObligationsPari Passu Debt, and the rights of the holders of such Series of Secured Obligations Pari Passu Debt (including, without limitation, the right to receive distributions in respect of such Series of Secured Obligations Pari Passu Debt pursuant to Section 4.016.3(a)) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Secured Obligations Pari Passu Debt subject to such Impairment. Additionally, in the event the Pari Passu Secured Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Pari Passu Secured Obligations or the Loan Document Pari Passu Documents governing such Pari Passu Secured Obligations shall refer to such obligations or such documents as so modified. b. It is the intention of the Subordinated Lien Secured Parties of each Series of Subordinated Lien Debt that, solely as between such Series of Subordinated Lien Debt and any other Series of Subordinated Lien Debt, the holder of Subordinated Lien Secured Obligations of such Series (and not the Subordinated Lien Secured Parties of any other Series) bear the risk of Impairment with respect to any Series of Subordinated Lien Debt. In the event of any Impairment with respect to any Series Subordinated Lien Debt, the results of such Impairment shall be borne solely by the holders of such Series of Subordinated Lien Debt, and the rights of the holders of such Series of Subordinated Lien Debt (including, without limitation, the right to receive distributions in respect of such Subordinated Lien Debt pursuant to Section 6.3(b)) set forth herein shall be 844805.3D-Chicago Server 2A - MSW modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Subordinated Lien Debt subject to such Impairment. Additionally, in the event the Subordinated Lien Secured Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Subordinated Lien Secured Obligations or the Subordinated Lien Documents governing such Subordinated Lien Secured Obligations shall refer to such obligations or such documents as so modified. This Agreement will be construed without regard to the identity of the party who drafted it and as though the parties participated equally in drafting it. Consequently, each of the parties acknowledges and agrees that any rule of construction that a document is to be construed against the drafting party will not be applicable to this Agreement. 844805.3D-Chicago Server 2A - MSW

Impairment. Without limiting the provisions of Section 3.02, it (a) It is the intention of the Pari Passu Secured Parties of each Series that of Pari Passu Debt that, solely as between such Series of Pari Passu Debt and any other Series of Pari Passu Debt, the holders of Pari Passu Secured Obligations of such Series (and not the Pari Passu Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Secured Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Secured Obligations), (y) any of the Secured Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of Secured Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Secured Obligations) on a basis ranking prior to the security interest of such Series of Secured Obligations but junior to the security interest of any other Series of Secured Obligations or (ii) the existence of any Collateral for any other Series of Secured Obligations that is not Shared Collateral (any such condition referred to in the foregoing clauses (i) or (ii) Impairment with respect to any Series of Secured Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any real property subject to a mortgage which applies to all Secured Obligations shall not be deemed to be an Impairment of any Series of Secured ObligationsPari Passu Debt. In the event of any Impairment with respect to any Series of Secured ObligationsPari Passu Debt, the results of such Impairment shall be borne solely by the holders of such Series of Secured ObligationsPari Passu Debt, and the rights of the holders of such Series of Secured Obligations Pari Passu Debt (including, without limitation, the right to receive distributions in respect of such Series of Secured Obligations Pari Passu Debt pursuant to Section 4.016.3(a)) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Secured Obligations Pari Passu Debt subject to such Impairment. Additionally, in the event the Pari Passu Secured Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Pari Passu Secured Obligations or the Loan Document Pari Passu Documents governing such Pari Passu Secured Obligations shall refer to such obligations or such documents as so modified. (b) It is the intention of the Subordinated Lien Secured Parties of each Series of Subordinated Lien Debt that, solely as between such Series of 1148983.07A-CHISR01A - MSW Subordinated Lien Debt and any other Series of Subordinated ▇▇▇▇ ▇▇▇▇, the holder of Subordinated Lien Secured 1148983.07A-CHISR01A - MSW Obligations of such Series (and not the Subordinated Lien Secured Parties of any other Series) bear the risk of Impairment with respect to any Series of Subordinated Lien Debt. In the event of any Impairment with respect to any Series Subordinated Lien Debt, the results of such Impairment shall be borne solely by the holders of such Series of Subordinated Lien Debt, and the rights of the holders of such Series of Subordinated Lien Debt (including, without limitation, the right to receive distributions in respect of such Subordinated Lien Debt pursuant to Section 6.3(b)) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Subordinated Lien Debt subject to such Impairment. Additionally, in the event the Subordinated Lien Secured Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Subordinated Lien Secured Obligations or the Subordinated Lien Documents governing such Subordinated Lien Secured Obligations shall refer to such obligations or such documents as so modified. This Agreement will be construed without regard to the identity of the party who drafted it and as though the parties participated equally in drafting it. Consequently, each of the parties acknowledges and agrees that any rule of construction that a document is to be construed against the drafting party will not be applicable to this Agreement.

Impairment. Without limiting the provisions of Section 3.02, it (a) It is the intention of the Pari Passu Secured Parties of each Series that of Pari Passu Debt that, solely as between such Series of Pari Passu Debt and any other Series of Pari Passu Debt, the holders of Pari Passu Secured Obligations of such Series (and not the Pari Passu Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Secured Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Secured Obligations), (y) any of the Secured Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of Secured Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Secured Obligations) on a basis ranking prior to the security interest of such Series of Secured Obligations but junior to the security interest of any other Series of Secured Obligations or (ii) the existence of any Collateral for any other Series of Secured Obligations that is not Shared Collateral (any such condition referred to in the foregoing clauses (i) or (ii) Impairment with respect to any Series of Secured Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any real property subject to a mortgage which applies to all Secured Obligations shall not be deemed to be an Impairment of any Series of Secured ObligationsPari Passu Debt. In the event of any Impairment with respect to any Series of Secured ObligationsPari Passu Debt, the results of such Impairment shall be borne solely by the holders of such Series of Secured ObligationsPari Passu Debt, and the rights of the holders of such Series of Secured Obligations Pari Passu Debt (including, without limitation, the right to receive distributions in respect of such Series of Secured Obligations Pari Passu Debt pursuant to Section 4.016.3(a)) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Secured Obligations Pari Passu Debt subject to such Impairment. Additionally, in the event the Pari Passu Secured Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Pari Passu Secured Obligations or the Loan Document Pari Passu Documents governing such Pari Passu Secured Obligations shall refer to such obligations or such documents as so modified. (b) It is the intention of the Subordinated Lien Secured Parties of each Series of Subordinated Lien Debt that, solely as between such Series of Subordinated Lien Debt and any other Series of Subordinated Lien Debt, the holder of Subordinated Lien Secured Obligations of such Series (and not the Subordinated Lien Secured Parties of any other Series) bear the risk of Impairment with respect to any Series of Subordinated Lien Debt. In the event of any Impairment with respect to any Series Subordinated Lien Debt, the results of such Impairment shall be borne solely by the holders of such Series of Subordinated Lien Debt, and the rights of the holders of such Series of Subordinated Lien Debt (including, without limitation, the right to receive distributions in respect of such Subordinated Lien Debt pursuant to Section 6.3(b)) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Subordinated Lien Debt subject to such Impairment. Additionally, in the event the Subordinated Lien Secured Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Subordinated Lien Secured Obligations or the Subordinated Lien Documents governing such Subordinated Lien Secured Obligations shall refer to such obligations or such documents as so modified. This Agreement will be construed without regard to the identity of the party who drafted it and as though the parties participated equally in drafting it. Consequently, each of the parties acknowledges and agrees that any rule of construction that a document is to be construed against the drafting party will not be applicable to this Agreement.