Impairments. It is the intention of the First Lien Secured Parties of each Series that the holders of 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 First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Lien Obligations), (y) any of the First Lien Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First Lien Obligations) on a basis ranking prior to the security interest of such Series of First Lien Obligations but junior to the security interest of any other Series of First Lien Obligations or (ii) the existence of any Collateral for any other Series of First Lien Obligations that is not Shared Collateral for such Series (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First Lien Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any Material Real Property (as defined in the First Lien Credit Agreement) subject to a mortgage that applies to all First Lien Obligations shall not be deemed to be an Impairment of any Series of First Lien Obligations. In the event of any Impairment with respect to any Series of First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien Obligations, and the rights of the holders of such Series of First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of First Lien Obligations pursuant to Section 2.01) 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 First Lien Obligations subject to such Impairment. Additionally, in the event the First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any other provision of any Debtor Relief Law), any reference to such First Lien Obligations or the First Lien Security Documents governing such First Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 2 contracts
Sources: Credit Agreement (Trinseo S.A.), Credit Agreement (Trinseo S.A.)
Impairments. It is the intention of the First Lien Secured Parties of each Series that the holders of 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 First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Lien Obligations), (y) any of the First Lien Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First Lien Obligations) on a basis ranking prior to the security interest of such Series of First Lien Obligations but junior to the security interest of any other Series of First Lien Obligations or (ii) the existence of any Collateral for any other Series of First Lien Obligations that is not Shared Collateral for such Series (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First Lien Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any Material Real Property (as defined in the First Lien Credit Agreement) subject to a mortgage that applies to all First Lien Obligations shall not be deemed to be an Impairment of any Series of First Lien Obligations. In the event of any Impairment with respect to any Series of First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien Obligations, and the rights of the holders of such Series of First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of First Lien Obligations pursuant to Section 2.01) 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 First Lien Obligations subject to such Impairment. Additionally, in the event the First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any other provision of any Debtor Relief LawCode), any reference to such First Lien Obligations or the First Lien Security Documents governing such First Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 2 contracts
Sources: Credit Agreement (OneStream, Inc.), First Lien Intercreditor Agreement (Allegiant Travel CO)
Impairments. It is the intention of the First Lien Secured Parties of each Series that the holders of 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 First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Lien Obligations), (y) any of the First Lien Obligations of such Series do does not have an enforceable security interest in any of the Collateral securing any other Series of First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First Lien Obligations) on a basis ranking prior to the security interest of such Series of First Lien Obligations but junior to the security interest of any other Series of First Lien Obligations or (ii) the existence of any Collateral for any other Series of First Lien Obligations that is not Shared Collateral for such Series (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First Lien Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any Material Real Property (as defined in the First Lien Credit Agreement) subject to a mortgage that applies to all First Lien Obligations shall not be deemed to be an Impairment of any Series of First Lien Obligations. In the event of any Impairment with respect to any Series of First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien Obligations, and the rights of the holders of such Series of First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of First Lien Obligations pursuant to Section 2.01) 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 First Lien Obligations subject to such Impairment. Additionally, in the event the First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any other provision of any Debtor Relief LawCode), any reference to such First Lien Obligations or the First Lien Security Documents governing such First Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Foundation Building Materials, Inc.), Credit Agreement (Continental Building Products, Inc.)
Impairments. It is the intention of the First Lien Senior Priority Secured Parties of each Series that the holders of First Lien Senior Priority Obligations of such Series (and not the First Lien Senior Priority Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the First Lien Senior Priority Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Lien Senior Priority Obligations), (y) any of the First Lien Senior Priority Obligations of such Series do not have an enforceable security interest in any of the Senior Priority Collateral securing any other Series of First Lien Senior Priority Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First Lien Senior Priority Obligations) on a basis ranking prior to the security interest of such Series of First Lien Senior Priority Obligations but junior to the security interest of any other Series of First Lien Senior Priority Obligations or (ii) the existence of any Senior Priority Collateral for any other Series of First Lien Senior Priority Obligations that is not Senior Priority Shared Collateral for such Series (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First Lien Senior Priority Obligations, an “Impairment” of such Series); provided provided, that the existence of a maximum claim with respect to any Material Real Property (as defined in the First Lien Credit Agreement) real property subject to a mortgage that which applies to all First Lien Senior Priority Obligations shall not be deemed to be an Impairment of any Series of First Lien Senior Priority Obligations. In the event of any Impairment with respect to any Series of First Lien Senior Priority Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien Senior Priority Obligations, and the rights of the holders of such Series of First Lien Senior Priority Obligations (including, without limitation, the right to receive distributions in respect of such Series of First Lien Senior Priority Obligations pursuant to Section 2.01Sections 4.01 and 12.01) 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 First Lien Senior Priority Obligations subject to such Impairment. Additionally, in the event the First Lien Senior Priority Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any other provision of any Debtor Relief LawCode), any reference to such First Lien Senior Priority Obligations or the First Lien Security Senior Priority Collateral Documents governing such First Lien Senior Priority Obligations shall refer to such obligations or such documents as so modified.
Appears in 2 contracts
Sources: Intercreditor Agreement, Intercreditor Agreement (Garrett Motion Inc.)
Impairments. It is the intention of the First Lien Second Priority Secured Parties of each Series that the holders of First Lien Second Priority Debt Obligations of such Series (and not the First Lien Second Priority Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the First Lien Second Priority Debt Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Lien Second Priority Debt Obligations), (y) any of the First Lien Second Priority Debt Obligations of such Series do not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of First Lien Second Priority Debt Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First Lien Second Priority Debt Obligations) on a basis ranking prior to the security interest of such Series of First Lien Second Priority Debt Obligations but junior to the security interest of any other Series of First Lien Second Priority Debt Obligations or (ii) the existence of any Second Priority Collateral for any other Series of First Lien Second Priority Debt Obligations that is not Second Priority Shared Collateral for such Series (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First Lien Second Priority Debt Obligations, an “Impairment” of such Series); provided provided, that the existence of a maximum claim with respect to any Material Real Property (as defined in the First Lien Credit Agreement) real property subject to a mortgage that which applies to all First Lien Second Priority Debt Obligations shall not be deemed to be an Impairment of any Series of First Lien Second Priority Debt Obligations. In the event of any Impairment with respect to any Series of First Lien Second Priority Debt Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien Second Priority Debt Obligations, and the rights of the holders of such Series of First Lien Second Priority Debt Obligations (including, without limitation, the right to receive distributions in respect of such Series of First Lien Second Priority Debt Obligations pursuant to Section 2.01Sections 4.01 and 13.01) 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 First Lien Second Priority Debt Obligations subject to such Impairment. Additionally, in the event the First Lien Second Priority Debt Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any other provision of any Debtor Relief LawCode), any reference to such First Lien Second Priority Debt Obligations or the First Lien Security Second Priority Collateral Documents governing such First Lien Second Priority Debt Obligations shall refer to such obligations or such documents as so modified.
Appears in 2 contracts
Sources: Intercreditor Agreement, Intercreditor Agreement (Garrett Motion Inc.)
Impairments. It is the intention of the First Second Lien Secured Parties of each Series that the holders of First Second Lien Obligations of such Series (and not the First Second 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 First Second Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Second Lien Obligations), (y) any of the First Second Lien Obligations of such Series do not have an enforceable a valid and perfected security interest in any of the Collateral securing any other Series of First Second Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First Second Lien Obligations) on a basis ranking prior to the security interest of such Series of First Second Lien Obligations but junior to the security interest of any other Series of First Second Lien Obligations or (ii) the existence of any Collateral for any other Series of First Second Lien Obligations that is not Shared Collateral for such Series (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First Second Lien Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any Material Real Property (as defined in the First Lien Credit Agreement) subject to a mortgage that applies to all First Lien Obligations shall not be deemed to be an Impairment of any Series of First Lien Obligations. In the event of any Impairment with respect to any Series of First Second Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Second Lien Obligations, and the rights of the holders of such Series of First Second Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of First Second Lien Obligations pursuant to Section 2.01) 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 First Second Lien Obligations subject to such Impairment. Additionally, in the event the First Second Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any other provision of any Debtor Relief LawCode), any reference to such First Second Lien Obligations or the First Second Lien Security Documents governing such First Second Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 2 contracts
Sources: Indenture (Cloud Peak Energy Inc.), Indenture (Sequatchie Valley Coal Corp)
Impairments. It Subject to the provisions set forth below with respect to Priority Payment Obligations, it is the intention of the First Lien Pari Debt Secured Parties of each Series that the holders of First Lien Pari Debt Obligations of such Series (and not the First Lien Pari Debt Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the First Lien Pari Debt Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Lien Pari Debt Obligations), (y) any of the First Lien Pari Debt Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First Lien Pari Debt Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First Lien Pari Debt Obligations) on a basis ranking prior to the security interest of such Series of First Lien Pari Debt Obligations but junior to the security interest of any other Series of First Lien Pari Debt Obligations or (ii) the existence of any Collateral for any other Series of First Lien Pari Debt Obligations that is not Shared Collateral for such Series (any such condition referred to in the foregoing clauses clause (i) or (ii) with respect to any Series of First Lien Pari Debt Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any Material Real Property (as defined in the First Lien Credit Agreement) subject to a mortgage that applies to all First Lien Obligations shall not be deemed to be an Impairment of any Series of First Lien Obligations. In the event of any Impairment with respect to any Series of First Lien Pari Debt Obligations (other than Priority Payment Obligations), the results of such Impairment shall be borne solely by the holders of such Series of First Lien Pari Debt Obligations (other than the Priority Payment Obligations), and the rights of the holders of such Series of First Lien Pari Debt Obligations (including, without limitation, the right to receive distributions in respect of such Series of First Lien Pari Debt Obligations pursuant to Section 2.01) 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 First Lien Pari Debt Obligations subject to such Impairment. Notwithstanding anything herein to the contrary, with respect to the Priority Payment Obligations, the Revolving Secured Parties shall be entitled to the payments in accordance with Section 2.01 notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Non-Revolving Secured Parties on the Shared Collateral or of any Liens granted to any Revolving Secured Party on the Shared Collateral (or any actual or alleged defect in any of the foregoing) and notwithstanding any provision of the UCC, any applicable law, any Secured Debt Document or any other circumstance whatsoever, including whether or not such Liens securing or purporting to secure any Priority Payment Obligations are subordinated to any Lien securing any other obligation of the Borrower, any Grantor or any other Person or otherwise unperfected, subordinated, voided, avoided, invalidated or lapsed. The Non-Revolving Secured Parties’ hereby acknowledge and agree to turn over to the Revolving Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of the preceding sentence, even if such turnover has the effect of reducing the claim or recovery of the Non-Revolving Secured Parties. Additionally, in the event the First Lien Pari Debt Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any other provision of any Debtor Relief LawCode), any reference to such First Lien Obligations Pari Debt Documents or the First Lien Security Documents Pari Debt Obligations governing such First Lien Pari Debt Obligations shall refer to such obligations or such documents as so modified.
Appears in 2 contracts
Sources: Revolving Credit Agreement (IASIS Healthcare LLC), Amended and Restated Credit Agreement (IASIS Healthcare LLC)
Impairments. It is the intention of the First Lien Secured Parties of each Series that the holders of 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 First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Lien Obligations), (y) any of the First Lien Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First Lien Obligations) on a basis ranking prior to the security interest of such Series of First Lien Obligations but junior to the security interest of any other Series of First Lien Obligations or and (ii) the existence of any Collateral for any other Series of First Lien Obligations that is not Shared Collateral for such Series (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First Lien Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any Material Real Property (as defined in the First Lien Credit Agreement) subject to a mortgage that applies to all First Lien Obligations shall not be deemed to be an Impairment of any Series of First Lien Obligations. In the event of any Impairment with respect to any Series of First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien Obligations, and the rights of the holders of such Series of First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of First Lien Obligations pursuant to Section 2.01) 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 First Lien Obligations subject to such Impairment. Additionally, in the event the First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any other provision of any Debtor Relief LawCode), any reference to such First Lien Obligations or the First Lien Security Documents governing such First Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Impairments. It is the intention of the First Lien Secured Parties of each Series that the holders of 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 First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Lien Obligations), (y) any of the First Lien Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First Lien Obligations) on a basis ranking prior to the security interest of such Series of First Lien Obligations but junior to the security interest of any other Series of First Lien Obligations or (ii) the existence of any Collateral for any other Series of First Lien Obligations that is not Shared Collateral for such Series (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First Lien Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any Material Real Property Estate Asset (as defined in the First Lien Credit Agreement) subject to a mortgage that applies to all First Lien Obligations shall not be deemed to be an Impairment of any Series of First Lien Obligations. In the event of any Impairment with respect to any Series of First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien Obligations, and the rights of the holders of such Series of First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of First Lien Obligations pursuant to Section 2.01) 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 First Lien Obligations subject to such Impairment. Additionally, in the event the First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any other provision of any Debtor Relief Bankruptcy Law), any reference to such First Lien Obligations or the First Lien Security Documents governing such First Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Sources: Credit Agreement (Nuvei Corp)
Impairments. It is the intention of the First Lien Senior Secured Parties of each Series that the holders of First Lien Senior Obligations of such Series (and not the First Lien Senior Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the First Lien Senior Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Lien Senior Obligations), (y) any of the First Lien Senior Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First Lien Senior Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First Lien Senior Obligations) on a basis ranking prior to the security interest of such Series of First Lien Senior Obligations but junior to the security interest of any other Series of First Lien Senior Obligations or (ii) the existence of any Collateral for any other Series of First Lien Senior Obligations that is not Shared Collateral for such Series (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First Lien Senior Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any Material Real Property (as defined in the First Lien Credit Agreement) subject to a mortgage that applies to all First Lien Senior Obligations shall not be deemed to be an Impairment of any Series of First Lien Senior Obligations. In the event of any Impairment with respect to any Series of First Lien Senior Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien Senior Obligations, and the rights of the holders of such Series of First Lien Senior Obligations (including, without limitation, the right to receive distributions in respect of such Series of First Lien Senior Obligations pursuant to Section 2.01) 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 First Lien Senior Obligations subject to such Impairment. Additionally, in the event the First Lien Senior Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any other provision of any Debtor Relief LawCode), any reference to such First Lien Senior Obligations or the First Lien Senior Security Documents governing such First Lien Senior Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Sources: Credit Agreement (Weight Watchers International Inc)
Impairments. It is the intention of the First Lien Secured Parties of each Series of First Lien Obligations that the holders of the First Lien Obligations of such Series (and not the First Lien Secured Parties of any other Series of First Lien Obligations (a “Pari Series”)) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the First Lien Obligations of such Series are unenforceable or unperfected under applicable law or are subordinated to any other obligations (other than another a Pari Series of First Lien Obligations), (y) any the security interest of the such Series of First Lien Obligations of such Series do not have an enforceable security interest in any of the Shared Collateral securing any other Series of First Lien Obligations is not enforceable or unperfected, and/or (z) any intervening security interest exists securing any other obligations (other than another a Pari Series of First Lien Obligations) on a basis ranking prior to the security interest of such Series of First Lien Obligations but junior to the security interest of any other Pari Series of First Lien Obligations (the holder of such intervening security interest an “Intervening Creditor”) or (ii) the existence of any Collateral for any other Series of First Lien Obligations that is not Shared Collateral for such Series (any such condition determination referred to in the foregoing clauses (ix), (y) or (iiz) with respect to any Series of First Lien Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any Material Real Property (as defined in the First Lien Credit Agreement) subject to a mortgage that applies to all First Lien Obligations shall not be deemed to be an Impairment of any Series of First Lien Obligations). In the event of any Impairment with respect to any Series of First Lien Obligations, the results of such Impairment shall be borne solely by the holders First Lien Secured Parties of such Series of First Lien Obligations, and the rights of the holders of such Series of First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of First Lien Obligations pursuant to Section 2.01) 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 First Lien Obligations subject to such Impairment. Additionally, in the event the First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any other equivalent provision of any Debtor Relief other applicable Bankruptcy Law), any reference to such First Lien Obligations or the First Lien Security Secured Credit Documents governing such First Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Impairments. It is the intention of the First Lien Senior Priority Secured Parties of each Series that the holders of First Lien Senior Priority Obligations of such Series (and not the First Lien Senior Priority Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the First Lien Senior Priority Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Lien Senior Priority Obligations), (y) any of the First Lien Senior Priority Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First Lien Senior Priority Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First Lien Senior Priority Obligations) on a basis ranking prior to the security interest of such Series of First Lien Senior Priority Obligations but junior to the security interest of any other Series of First Lien Senior Priority Obligations or (ii) the existence of any Collateral for any other Series of First Lien Senior Priority Obligations that is not Shared Collateral for such Series (any such condition referred to in the foregoing clauses clause (i) or (ii) with respect to any Series of First Lien Senior Priority Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any Material Real Property (as defined in the First Lien Credit Agreement) subject to a mortgage that mortgage, deed of assignment or similar encumbrance which applies to all First Lien Senior Priority Obligations shall not be deemed to be an Impairment of any Series of First Lien Senior Priority Obligations. In the event of any Impairment with respect to any Series of First Lien Senior Priority Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien Senior Priority Obligations, and the rights of the holders of such Series of First Lien Senior Priority Obligations (including, without limitation, the right to receive distributions in respect of such Series of First Lien Senior Priority Obligations pursuant to Section 2.01) 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 First Lien Senior Priority Obligations subject to such Impairment. Additionally, in the event the First Lien Senior Priority Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any other provision of any Debtor Relief LawCode), any reference to such First Lien Senior Priority Obligations or the First Lien Senior Priority Security Documents governing such First Lien Senior Priority Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Impairments. It is the intention of the First Lien Secured Parties of each Series that the holders of 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 First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Lien Obligations), (y) any of the First Lien Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First Lien Obligations) on a basis ranking prior to the security interest of such Series of First Lien Obligations but junior to the security interest of any other Series of First Lien Obligations or (ii) the existence of any Collateral for any other Series of First Lien Obligations that is not Shared Collateral for such Series (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First Lien Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any Material Real Property (as defined in the First Lien Credit Agreement) subject to a mortgage that applies to all First Lien Obligations shall not be deemed to be an Impairment of any Series of First Lien Obligations. In the event of any Impairment with respect to any Series of First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien Obligations, and the rights of the holders of such Series of First Lien Obligations (including, without limitation, including the right to receive distributions in respect of such Series of First Lien Obligations pursuant to Section 2.01) 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 First Lien Obligations subject to such Impairment. Additionally, in the event the First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any other provision of any Debtor Relief LawCode), any reference to such First Lien Obligations or the First Lien Security Documents governing such First Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Impairments. It is the intention of the First First-Lien Secured Parties of each Series that the holders of First First-Lien Obligations of such Series (and not the First 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 First First-Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First First-Lien Obligations), (y) any of the First First-Lien Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First First-Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First First-Lien Obligations) on a basis ranking prior to the security interest of such Series of First First-Lien Obligations but junior to the security interest of any other Series of First First-Lien Obligations or (ii) the existence of any Collateral for any other Series of First First-Lien Obligations that is not Shared Collateral for such Series (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First First-Lien Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any Material Real Property (as defined in the First Lien Credit Agreement) subject to a mortgage that applies to all First First-Lien Obligations shall not be deemed to be an Impairment of any Series of First First-Lien Obligations. In the event of any Impairment with respect to any Series of First First-Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First First-Lien Obligations, and the rights of the holders of such Series of First First-Lien 193389721 Obligations (including, without limitation, the right to receive distributions in respect of such Series of First First-Lien Obligations pursuant to Section 2.01) 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 First First-Lien Obligations subject to such Impairment. Additionally, in the event the First First-Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any other provision of any Debtor Relief LawCode), any reference to such First First-Lien Obligations or the First First-Lien Security Documents governing such First First-Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Impairments. It is the intention of the First Lien Secured Parties of each Series that the holders of First Lien Priority Obligations of such Series (and not the First Lien Secured Parties of any other Series) bear the risk of (ia) any determination by a court of competent jurisdiction that (xi) any of the First Lien Priority Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Lien Priority Obligations), (yii) any of the First Lien Priority Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First Lien Priority Obligations and/or (ziii) any intervening security interest exists securing any other obligations (other than another Series of First Lien Priority Obligations) on a basis ranking prior to the security interest of such Series of First Lien Priority Obligations but junior to the security interest of any other Series of First Lien Priority Obligations or (iib) the existence of any Collateral for any other Series of First Lien Priority Obligations that is not Shared Collateral for such Series (any such condition referred to in the foregoing clauses (ia) or (iib) with respect to any Series of First Lien Priority Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any Material Real Property Mortgaged Properties (as defined in the First Lien Credit Agreement) subject to a mortgage that which applies to all First Lien Priority Obligations shall not be deemed to be an Impairment of any Series of First Lien Priority Obligations. In the event of any Impairment with respect to any Series of First Lien Priority Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien Priority Obligations, and the rights of the holders of such Series of First Lien Priority Obligations (including, without limitation, the right to receive distributions in respect of such Series of First Lien Priority Obligations pursuant to Section 2.012.1) 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 First Lien Priority Obligations subject to such Impairment. Additionally, in the event the First Lien Priority Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any other provision of any Debtor Relief LawCode), any reference to such First Lien Priority Obligations or the First Lien Security Priority Debt Documents governing such First Lien Priority Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Sources: Pari Passu Intercreditor Agreement (DT Midstream, Inc.)
Impairments. It is the intention of the First Lien Secured Parties of each Series that the holders of 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 First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Lien Obligations), (y) any of the First Lien Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First Lien Obligations) on a basis ranking prior to the security interest of such Series of First Lien Obligations but junior to the security interest of any other Series of First Lien Obligations or (ii) the existence of any Collateral for any other Series of First Lien Obligations that is not Shared Collateral for such Series (any such condition referred to in the foregoing clauses clause (i) or (ii) with respect to any Series of First Lien Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any Material Real Property (as defined in the First Lien Credit Agreement) subject to a mortgage that applies to all First Lien Obligations shall not be deemed to be an Impairment of any Series of First Lien Obligations. In the event of any Impairment with respect to any Series of First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien Obligations, and the rights of the holders of such Series of First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of First Lien Obligations pursuant to Section 2.01) 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 First Lien Obligations subject to such Impairment. Additionally, in the event the First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any other equivalent provision of any Debtor Relief other Bankruptcy Law), any reference to such First Lien Obligations or the First Lien Security Debt Documents governing such First Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Sources: Pari Passu Intercreditor Agreement (Nauticus Robotics, Inc.)
Impairments. It is the intention of the First Lien Priority Secured Parties of each Series that the holders of First Lien Priority Obligations of such Series (and not the First Lien Priority Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the First Lien Priority Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Lien Priority Obligations), (y) any of the First Lien Priority Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First Lien Priority Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First Lien Priority Obligations) on a basis ranking prior to the security interest of such Series of First Lien Priority Obligations but junior to the security interest of any other Series of First Lien Priority Obligations or (ii) the existence of any Collateral for any other Series of First Lien Priority Obligations that is not Shared Collateral for such Series (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First Lien Priority Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any Material Real Property Mortgage (as defined in any of the First Lien Secured Credit AgreementDocuments) subject to a mortgage that applies to all First Lien Priority Obligations shall not be deemed to be an Impairment of any Series of First Lien Priority Obligations. In the event of any Impairment with respect to any Series of First Lien Priority Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien Priority Obligations, and the rights of the holders of such Series of First Lien Priority Obligations (including, without limitation, the right to receive distributions in respect of such Series of First Lien Priority Obligations pursuant to Section 2.01) 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 First Lien Priority Obligations subject to such Impairment. Additionally, in the event the First Lien Priority Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any other provision of any Debtor Relief LawCode), any reference to such First Lien Priority Obligations or the First Lien Priority Security Documents governing such First Lien Priority Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Impairments. It is the intention of the First Lien Secured Parties of each Series that the holders of 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 First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Lien Obligations), (y) any of the First Lien Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First Lien Obligations) on a basis ranking prior to the security interest of such Series of First Lien Obligations but junior to the security interest of any other Series of First Lien Obligations or (ii) the existence of any Collateral for any other Series of First Lien Obligations that is not Shared Collateral for such Series (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First Lien Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any Material Real Property (as defined in the First Lien Credit Agreement) subject to a mortgage that applies to all First Lien Obligations shall not be deemed to be an Impairment of any Series of First Lien Obligations. In the event of any Impairment with respect to any Series of First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien Obligations, and the rights of the holders of such Series of First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of First Lien Obligations pursuant to Section 2.01) 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 First Lien Obligations subject to such Impairment. Additionally, in the event the First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any other provision of any Debtor Relief LawCode), any reference to such First Lien Obligations or the First Lien Security Documents governing such First Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Impairments. It is the intention of the First First-Lien Secured Parties of each Series that the holders of First First-Lien Obligations of such Series (and not the First 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 First First-Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First First-Lien Obligations), (y) any of the First First-Lien Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First First-Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First First-Lien Obligations) on a basis ranking prior to the security interest of such Series of First First-Lien Obligations but junior to the security interest of any other Series of First First-Lien Obligations or (ii) the existence of any Collateral for any other Series of First First-Lien Obligations that is not Shared Collateral for such Series (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First First-Lien Obligations, an “Impairment” of such Series); provided provided, that the existence of a maximum claim with respect to any Material Real Property (as defined in the First Lien Credit Agreement) subject to a mortgage that Mortgages on real property which applies to all First First-Lien Obligations shall not be deemed to be an Impairment of any Series of First First-Lien Obligations. In the event of any Impairment with respect to any Series of First First-Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First First-Lien Obligations, and the rights of the holders of such Series of First First-Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of First First-Lien Obligations pursuant to Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne held solely by the holders of the Series of such First First-Lien Obligations subject to such Impairment. Additionally, in the event the First First-Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any other provision of any Debtor Relief LawCode), any reference to such First First-Lien Obligations or the First First-Lien Security Documents governing such First First-Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Sources: Indenture (National CineMedia, LLC)
Impairments. It is the intention of the First First-Lien Secured Parties of each Series that the holders of First First-Lien Obligations of such Series (and not the First 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 First First-Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First First-Lien Obligations), (y) any of the First First-Lien Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First First-Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First First-Lien Obligations) on a basis ranking prior to the security interest of such Series of First First-Lien Obligations but junior to the security interest of any other Series of First First-Lien Obligations or (ii) the existence of any Collateral for any other Series of First First-Lien Obligations that is not Shared Collateral for such Series (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First First-Lien Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any Material Real Property (as defined in the First Lien Credit Agreement) subject to a mortgage that applies to all First Lien Obligations shall not be deemed to be an Impairment of any Series of First First-Lien Obligations. In the event of any Impairment with respect to any Series of First First-Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First First-Lien Obligations, and the rights of the holders of such Series of First First-Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of First First-Lien Obligations pursuant to Section 2.01) 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 First First-Lien Obligations subject to such Impairment. Additionally, in the event the First First-Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or pursuant to any other provision of any Debtor Relief Law), any reference to such First First-Lien Obligations or the First First-Lien Security Documents governing such First First-Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Sources: Credit Agreement (Patheon Inc)
Impairments. It is the intention of the First Second Lien Secured Parties of each Series that the holders of First Second Lien Obligations of such Series (and not the First Second 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 First Second Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Second Lien Obligations), (y) any of the First Second Lien Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First Second Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First Second Lien Obligations) on a basis ranking prior senior to the security interest of such Series of First Second Lien Obligations but junior to the security interest of any other Series of First Second Lien Obligations or (ii) the existence of any Collateral for any other Series of First Second Lien Obligations that is not Shared Collateral for such Series (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First Second Lien Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any Material Real Property property subject to a Mortgage (as defined in the First Lien Credit Agreement2030 Notes Indenture) subject to a mortgage that applies to all First Second Lien Obligations shall not be deemed to be an Impairment of any Series of First Second Lien Obligations. In the event of any Impairment with respect to any Series of First Second Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Second Lien Obligations, and the rights of the holders of such Series of First Second Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of First Second Lien Obligations pursuant to Section 2.01) 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 First Second Lien Obligations subject to such Impairment. Additionally, in the event the First Second Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any other provision of any Debtor Relief LawCode), any reference to such First Second Lien Obligations or the First Second Lien Security Documents governing such First Second Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Sources: Indenture (Compass, Inc.)
Impairments. It is the intention of the First Lien Priority Secured Parties of each Series that the holders of First Lien Priority Obligations of such Series (and not the First Lien Priority Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the First Lien Priority Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Lien Priority Obligations), (y) any of the First Lien Priority Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First Lien Priority Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First Lien Priority Obligations) on a basis ranking prior to the security interest of such Series of First Lien Priority Obligations but junior to the security interest of any other Series of First Lien Priority Obligations or (ii) the existence of any Collateral for any other Series of First Lien Priority Obligations that is not Shared Collateral for such Series (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First Lien Priority Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any Material Real Property (as defined in the First Lien Credit Agreement) subject to a mortgage that applies to all First Lien Obligations shall not be deemed to be an Impairment of any Series of First Lien Obligations. In the event of any Impairment with respect to any Series of First Lien Priority Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien Priority Obligations, and the rights of the holders of such Series of First Lien Priority Obligations (including, without limitation, the right to receive distributions in respect of such Series of First Lien Priority Obligations pursuant to Section 2.01) 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 First Lien Priority Obligations subject to such Impairment. Additionally, in the event the First Lien Priority Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any other provision of any Debtor Relief LawCode), any reference to such First Lien Priority Obligations or the First Lien Priority Security Documents governing such First Lien Priority Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Impairments. It is the intention of the First Lien Secured Parties of each Series that the holders of 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 First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Lien Obligations), (y) any of the First Lien Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First Lien Obligations) on a basis ranking prior to the security interest of such Series of First Lien Obligations but junior to the security interest of any other Series of First Lien Obligations or (ii) the existence of any Collateral for any other Series of First Lien Obligations that is not Shared Collateral for such Series (any such condition referred to in the foregoing clauses clause (i) or (ii) with respect to any Series of First Lien Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any Material Real Property (as defined in the First Lien Credit Agreement) subject to a mortgage that applies to all First Lien Obligations shall not be deemed to be an Impairment of any Series of First Lien Obligations. In the event of any Impairment with respect to any Series of First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien Obligations, and the rights of the holders of such Series of First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of First Lien Obligations pursuant to Section 2.01) 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 First Lien Obligations subject to such Impairment. Additionally, in the event the First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any other equivalent provision of any Debtor Relief other Bankruptcy Law), any reference to such First Lien Obligations or the First Lien Security Debt Documents governing such First Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Sources: Credit Agreement (Centurylink, Inc)
Impairments. It is the intention of the First Lien Secured Parties of each Series that the holders of First Lien Obligations of such Series (and not the First Lien Secured Parties of any other Series) bear the risk of (ia) any determination by a court of competent jurisdiction that (x) any of the First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Lien Obligations), (y) any of the First Lien Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First Lien Obligations) on a basis ranking prior to the security interest of such Series of First Lien Obligations but junior to the security interest of any other Series of First Lien Obligations or (iib) the existence of any Collateral for any other Series of First Lien Obligations that is not Shared Collateral for such Series (any such condition referred to in the foregoing clauses (ia) or (iib) with respect to any Series of First Lien Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any Material Real Property (as defined in the First Lien Credit Agreement) subject to a mortgage that applies to all First Lien Obligations shall not be deemed to be an Impairment of any Series of First Lien Obligations. In the event of any Impairment with respect to any Series of First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien Obligations, and the rights of the holders of such Series of First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of First Lien Obligations pursuant to Section 2.01) 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 First Lien Obligations subject to such Impairment. Additionally, in the event the First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any other provision of any Debtor Relief LawCode), any reference to such First Lien Obligations or the First Lien Security Documents governing such First Lien Obligations shall refer to such obligations or such documents as so modified. For purposes of this Section 1.03, the Priority Payment Lien Obligations and the other Credit Agreement Secured Obligations shall constitute one Series of First Lien Obligations.
Appears in 1 contract
Impairments. It is the intention of the First Lien Secured Parties of each Series that the holders of 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 First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Lien Obligations), (y) any of the First Lien Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First Lien Obligations) on a basis ranking prior to the security interest of such Series of First Lien Obligations but junior to the security interest of any other Series of First Lien Obligations or (ii) the existence of any Collateral for any other Series of First Lien Obligations that is not Shared Collateral for such Series (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First Lien Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any Material Real Property (as defined in the First Lien Credit Agreement) subject to a mortgage that mortgaged real estate which applies to all First Lien Obligations shall not be deemed to be an Impairment of any Series of First Lien Obligations. In the event of any Impairment with respect to any Series of First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien Obligations, and the rights of the holders of such Series of First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of First Lien Obligations pursuant to Section 2.01) 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 First Lien Obligations subject to such Impairment. Additionally, in the event the First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any other equivalent provision of any Debtor Relief other Bankruptcy Law), any reference to such First Lien Obligations or the First Lien Security Secured Credit Documents governing such First Lien Obligations shall refer to such obligations or such documents as so modified.. -8- ARTICLE II
Appears in 1 contract
Sources: First Lien Intercreditor Agreement
Impairments. It is the intention of the First Lien Secured Parties Senior Claimholders of each Series that the holders of First Lien Senior Obligations of such Series (and not the First Lien Secured Parties Senior Claimholders of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the First Lien Senior Obligations of such Series are unenforceable under applicable law Law or are subordinated to any other obligations (other than another Series of First Lien Senior Obligations), (y) any of the First Lien Senior Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First Lien Senior Obligations and/or or (z) any intervening security interest exists securing any other obligations (other than another Series of First Lien Senior Obligations) on a basis ranking prior to the security interest of such Series of First Lien Senior Obligations but junior to the security interest of any other Series of First Lien Senior Obligations or (ii) the existence of any Collateral for any other Series of First Lien Senior Obligations that is not Shared Collateral for such Series (any such condition referred to in the foregoing clauses clause (i) or (ii) with respect to any Series of First Lien Senior Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any Material Real Property (as defined in the First Lien Credit Agreement) subject to a mortgage that applies to all First Lien Obligations shall not be deemed to be an Impairment of any Series of First Lien Obligations. In the event of any Impairment with respect to any Series of First Lien Senior Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien Senior Obligations, and the rights of the holders of such Series of First Lien Senior Obligations (including, without limitation, the right to receive distributions in respect of such Series of First Lien Senior Obligations pursuant to Section 2.012.1) 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 First Lien Senior Obligations subject to such Impairment. Additionally, in the event the First Lien Senior Obligations of any Series are modified pursuant to applicable law Law or Bankruptcy Law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any other provision of any Debtor Relief LawCode), any reference to such First Lien Senior Obligations or the First Lien Security Senior Documents governing such First Lien Senior Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Sources: First Lien Pari Passu Intercreditor Agreement (Geo Group Inc)
Impairments. It is the intention of the First Lien Secured Parties of each Series that the holders of 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 First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Lien Obligations), (y) any of the First Lien Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First Lien Obligations) on a basis ranking prior to the security interest of such Series of First Lien Obligations but junior to the security interest of any other Series of First Lien Obligations or (ii) the existence of any Collateral for any other Series of First Lien Obligations that is not Shared Collateral for such Series (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First Lien Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any Material Real Property Mortgaged Properties (as defined in the First Lien Credit Agreement) subject to a mortgage that which applies to all First Lien Obligations shall not be deemed to be an Impairment of any Series of First Lien Obligations. In the event of any Impairment with respect to any Series of First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien Obligations, and the rights of the holders of such Series of First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of First Lien Obligations pursuant to Section 2.01) 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 First Lien Obligations subject to such Impairment. Additionally, in the event the First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any other provision of any Debtor Relief LawCode), any reference to such First Lien Obligations or the First Lien Security Documents governing such First Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Sources: Credit Agreement (Amc Entertainment Holdings, Inc.)
Impairments. It is the intention of the First Lien Secured Parties of each Series that the holders of 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 First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Lien Obligations), (y) any of the First Lien Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First Lien Obligations) on a basis ranking prior to the security interest of such Series of First Lien Obligations but junior to the security interest of any other Series of First Lien Obligations or (ii) the existence of any Collateral for any other Series of First Lien Obligations that is not Shared Collateral for such Series (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First Lien Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any Material Real Property Estate Asset (as defined in the First Lien Credit Agreement) subject to a mortgage that applies to all First Lien Obligations shall not be deemed to be an Impairment of any Series of First Lien Obligations. In the event of any Impairment with respect to any Series of First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien Obligations, and the rights of the holders of such Series of First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of First Lien Obligations pursuant to Section 2.01) 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 First Lien Obligations subject to such Impairment. Additionally, in the event the First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any other provision of any Debtor Relief Bankruptcy Law), any reference to such First Lien Obligations or the First Lien Security Documents governing such First Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Sources: First Lien Credit Agreement (Shift4 Payments, Inc.)
Impairments. It is the intention of the First First-Lien Secured Parties of each Series that the holders of First First-Lien Obligations of such Series (and not the First 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 First First-Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First 001317-0004-16372-Active.32162929 First-Lien Obligations), (y) any of the First First-Lien Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First First-Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First First-Lien Obligations) on a basis ranking prior to the security interest of such Series of First First-Lien Obligations but junior to the security interest of any other Series of First First-Lien Obligations or (ii) the existence of any Collateral for any other Series of First First-Lien Obligations that is not Shared Collateral for such Series (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First First-Lien Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any Material Real Mortgaged Property (as defined in the First Lien Credit Agreement) subject to a mortgage that applies to all First First-Lien Obligations shall not be deemed to be an Impairment of any Series of First First-Lien Obligations. In the event of any Impairment with respect to any Series of First First-Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First First-Lien Obligations, and the rights of the holders of such Series of First First-Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of First First-Lien Obligations pursuant to Section 2.01) 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 First First-Lien Obligations subject to such Impairment. Additionally, in the event the First First-Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any other provision of any Debtor Relief LawCode), any reference to such First First-Lien Obligations or the First First-Lien Security Documents governing such First First-Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Impairments. It is the intention of the First Lien Secured Parties of each Series that the holders of 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 First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Lien Obligations), (y) any of the First Lien Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First Lien Obligations) on a basis ranking prior to the security interest of such Series of First Lien Obligations but junior to the security interest of any other Series of First Lien Obligations or and (ii) the existence of any Collateral for any other Series of First Lien Obligations that is not Shared Collateral for such Series (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First Lien Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any Material Real Property (as defined in the First Lien Credit Agreement) subject to a mortgage that applies to all First Lien Obligations shall not be deemed to be an Impairment of any Series of First Lien Obligations. In the event of any Impairment with respect to any Series of First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien Obligations, and the rights of the holders of such Series of First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of First Lien Obligations pursuant to Section 2.01) 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 First Lien Obligations subject to such Impairment. Additionally, in the event the First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any other provision of any Debtor Relief LawCode), any reference to such First Lien Obligations or the First Lien Security Secured Debt Documents governing such First Lien Obligations shall refer to such obligations or such documents as so modified. Notwithstanding anything herein to the contrary, with respect to any Shared Collateral for which a third party (other than a First Lien Secured Party) has a Lien or security interest that is junior in priority to the security interest of any Series of First Lien Obligations but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of any other Series of First Lien Obligations (such third party an “Intervening Creditor”), the value of any Shared Collateral or Proceeds which are allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Shared Collateral or Proceeds to be distributed in respect of the Series of First Lien Obligations with respect to which such Impairment exists. Notwithstanding anything to the contrary set forth in this Agreement, (x) the payment priorities set forth in Section 2.01(a) shall apply notwithstanding (i) anything to the contrary contained in any agreement or filing to which any First Lien Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing and (ii) any provision of the Uniform Commercial Code or any applicable law or any Secured Debt Document or any other circumstance whatsoever and (y) until the Discharge of the Priority Revolving Credit Obligations, the term “Shared Collateral” shall be deemed to include any Collateral securing or purporting to secure the Priority Revolving Credit Obligations.
Appears in 1 contract
Impairments. It is the intention of the First Second Lien Secured Parties of each Series that the holders of First Second Lien Obligations of such Series (and not the First Second 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 First Second Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Second Lien Obligations), (y) any of the First Second Lien Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First Second Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First Second Lien Obligations) on a basis ranking prior to the security interest of such Series of First Second Lien Obligations but junior to the security interest of any other Series of First Second Lien Obligations or (ii) the existence of any Collateral for any other Series of First Second Lien Obligations that is not Shared Collateral for such Series (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First Second Lien Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any Material Real Property (as defined in the First Lien Credit Agreement) subject to a mortgage that applies to all First Lien Obligations shall not be deemed to be an Impairment of any Series of First Lien Obligations. In the event of any Impairment with respect to any Series of First Second Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Second Lien Obligations, and the rights of the holders of such Series of First Second Lien Obligations (including, without limitation, including the right to receive distributions in respect of such Series of First Second Lien Obligations pursuant to Section 2.01) 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 First Second Lien Obligations subject to such Impairment. Additionally, in the event the First Second Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any other provision of any Debtor Relief LawCode), any reference to such First Second Lien Obligations or the First Second Lien Security Documents governing such First Second Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Impairments. It is the intention of the First Lien Equal Priority Secured Parties of each Series that the holders of First Lien Equal Priority Obligations of such Series (and not the First Lien Equal Priority Secured Parties of any other Series) bear the risk of (ia) any determination by a court of competent jurisdiction that (xi) any of the First Lien Equal Priority Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Lien Equal Priority Obligations), (yii) any of the First Lien Equal Priority Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First Lien Equal Priority Obligations and/or (ziii) any intervening security interest exists securing any other obligations (other than another Series of First Lien Equal Priority Obligations) on a basis ranking prior to the security interest of such Series of First Lien Equal Priority Obligations but junior to the security interest of any other Series of First Lien Equal Priority Obligations or (iib) the existence of any Collateral for any other Series of First Lien Equal Priority Obligations that is not Shared Collateral for such Series (any such condition referred to in the foregoing clauses (ia) or (iib) with respect to any Series of First Lien Equal Priority Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any Material Real Property Estate Assets (as defined in the First Lien Senior Credit Agreement) subject to a mortgage that applies to all First Lien Mortgage (as defined in the Senior Credit Agreement) securing any Equal Priority Obligations shall not be deemed to be an Impairment of any Series of First Lien Equal Priority Obligations. In the event of any Impairment with respect to any Series of First Lien Equal Priority Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien Equal Priority Obligations, and the rights of the holders of such Series of First Lien Equal Priority Obligations (including, without limitation, including the right to receive distributions in respect of such Series of First Lien Equal Priority Obligations pursuant to Section 2.01) 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 First Lien Equal Priority Obligations subject to such Impairment. Additionally, in the event the First Lien Equal Priority Obligations of any Series are modified pursuant to applicable law (including, without limitation, including pursuant to Section 1129 of the Bankruptcy Code or any other provision of any Debtor Relief LawCode), any reference to such First Lien Equal Priority Obligations or the First Lien Security Secured Credit Documents governing such First Lien Equal Priority Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Impairments. It is the intention of the First Lien Equal Priority Secured Parties of each Series that the holders of First Lien Equal Priority Obligations of such Series (and not the First Lien Equal Priority Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the First Lien Equal Priority Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Lien Equal Priority Obligations), (y) any of the First Lien Equal Priority Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First Lien Equal Priority Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First Lien Equal Priority Obligations) on a basis ranking prior to the security interest of such Series of First Lien Equal Priority Obligations but junior to the security interest of any other Series of First Lien Equal Priority Obligations or (ii) the existence of any Collateral for any other Series of First Lien Equal Priority Obligations that is not Shared Collateral for such Series (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First Lien Equal Priority Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any Material Real Property (as defined in the First Lien Credit Agreement) subject to a mortgage that applies to all First Lien Obligations shall not be deemed to be an Impairment of any Series of First Lien Obligations. In the event of any Impairment with respect to any Series of First Lien Equal Priority Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien Equal Priority Obligations, and the rights of the holders of such Series of First Lien Equal Priority Obligations (including, without limitation, including the right to receive distributions in respect of such Series of First Lien Equal Priority Obligations pursuant to Section 2.01) 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 First Lien Equal Priority Obligations subject to such Impairment. Additionally, in the event the First Lien Equal Priority Obligations of any Series are modified pursuant to applicable law (including, without limitation, including pursuant to Section 1129 of the Bankruptcy Code or any other provision of any Debtor Relief LawCode), any reference to such First Lien Equal Priority Obligations or the First Lien Security Secured Credit Documents governing such First Lien Equal Priority Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Impairments. It is the intention of the First Lien Secured Parties of each Series that the holders of 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 First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Lien Obligations), (y) any of the First Lien Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First Lien Obligations) on a basis ranking prior to the security interest of such Series of First Lien Obligations but junior to the security interest of any other Series of First Lien Obligations Obligations, or (ii) the existence of any Collateral for any other Series of First Lien Obligations that is not Shared Collateral for such Series (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First Lien Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any Material Real Property (as defined in the First Lien Credit Agreement) subject to a mortgage that applies to all First Lien Obligations shall not be deemed to be an Impairment of any Series of First Lien Obligations. In the event of any Impairment with respect to any Series of First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien Obligations, and the rights of the holders of such Series of First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of First Lien Obligations pursuant to Section 2.01) 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 First Lien Obligations subject to such Impairment. Additionally, in the event the First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any other provision equivalent provisions of any Debtor Relief other Bankruptcy Law), any reference to such First Lien Obligations or the First Lien Security Secured Credit Documents governing such First Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Sources: Pari Passu Intercreditor Agreement (Cardtronics PLC)
Impairments. It is the intention of the First Lien Equal Priority Secured Parties of each Series that the holders of any new Series of First Lien Out Obligations of such Series incurred after the date hereof (and not the First Lien Equal Priority Secured Parties Party of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the First Lien Our Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Lien Equal Priority Obligations), (y) any of the First Lien Out Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First Lien Equal Priority Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First Lien Equal Priority Obligations) on a basis ranking prior to the security interest of such Series of First Lien Out Obligations but junior to the security interest of any other Series of First Lien Equal Priority Obligations or (ii) the existence of any Collateral for any other Series of First Lien Equal Priority Obligations that is not Shared shared Collateral for such new Series of First Out Obligations (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series new series of First Lien Out Obligations, an “Impairment” of such Seriesseries); provided that the existence of a maximum claim with respect respected to any Material Real Property Mortgaged Properties (as defined in the First Lien Credit credit Agreement) subject to a mortgage that which applies to all First Lien Equal Priority Obligations shall not be deemed to be an Impairment of any Series of First Lien Equal Priority Obligations. In the event of any Impairment with respect to any new Series of First Lien ObligationsOut Obligations incurred after the date hereof, the results of such Impairment shall be borne solely by the holders of such new Series of First Lien Out Obligations, and the rights of the holders of such new Series of First Lien Out Obligations (including, without limitation, the right to receive distributions in respect of such new Series of First Lien Out Obligations pursuant to Section 2.01) 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 such new Series of such First Lien Out Obligations subject to such Impairment. Additionally, in the event the First Lien Out Obligations of any new Series incurred after the date hereof are modified pursuant to applicable law (including, without limitation, limitation pursuant to Section 1129 of the Bankruptcy Code or any other provision of any Debtor Relief LawCode), any reference to such First Lien Out Obligations or the First Lien Security Secured Credit Documents governing such First Lien Out Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Impairments. It is the intention of the First Lien Secured Parties of each Series that the holders of 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 First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Lien Obligations), (y) any of the First Lien Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First Lien Obligations) on a basis ranking prior to the security interest of such Series of First Lien Obligations but junior to the security interest of any other Series of First Lien Obligations or (ii) the existence of any Collateral for any other Series of First Lien Obligations that is not Shared Collateral for such Series (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First Lien Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any Material Real Property (as defined in the First Lien Credit Agreement) real property subject to a mortgage that which applies to all First Lien Obligations shall not be deemed to be an Impairment of any Series of First Lien Obligations. In the event of any Impairment with respect to any Series of First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien Obligations, and the rights of the holders of such Series of First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of First Lien Obligations pursuant to Section 2.01) 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 First Lien Obligations subject to such Impairment. Additionally, in the event the First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any other provision of any Debtor Relief LawCode), any reference to such First Lien Obligations or the First Lien Security Documents governing such First Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Sources: Intercreditor Agreement (Sabine Pass Tug Services, LLC)
Impairments. It is the intention of the First Lien Secured Parties of each Series that the holders of 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 First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Lien Obligations), (y) any of the First Lien Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First Lien Obligations) on a basis ranking prior to the security interest of such Series of First Lien Obligations but junior to the security interest of any other Series of First Lien Obligations or (ii) the existence of any Collateral for any other Series of First Lien Obligations that is not Shared Collateral for such Series (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First Lien Obligations, an “Impairment” of such Series); provided provided, that the existence of a maximum claim with respect to any Material Real Property (as defined in the First Lien Credit Agreement) properties subject to a mortgage that in favor of any First Lien Secured Party which applies to all First Lien Obligations shall not be deemed to be an Impairment of any Series of First Lien Obligations. In the event of any Impairment with respect to any Series of First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien Obligations, and the rights of the holders of such Series of First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of First Lien Obligations pursuant to Section 2.01) 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 First Lien Obligations subject to such Impairment. Additionally, in the event the First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any other provision of any Debtor Relief LawCode), any reference to such First Lien Obligations or the First Lien Security Documents governing such First Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Sources: Senior Secured Notes Indenture (Spanish Broadcasting System Inc)
Impairments. It is the intention of the First Lien Secured Parties of each Series that the holders of First Lien Obligations of such Series (and not the First Lien Secured Parties of any other Series) bear the risk of (ia) any determination by a court of competent jurisdiction that (x) any of the First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Lien Obligations), (y) any of the First Lien Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First Lien Obligations) on a basis ranking prior to the security interest of such Series of First Lien Obligations but junior to the security interest of any other Series of First Lien Obligations or (iib) the existence of any Collateral for any other Series of First Lien Obligations that is not Shared Collateral for such Series (any such condition referred to in the foregoing clauses (i(a) or (ii(b) with respect to any Series of First Lien Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any Material Real Property (as defined in the First Lien Credit Agreement) subject to a mortgage that applies to all First Lien Obligations shall not be deemed to be an Impairment of any Series of First Lien Obligations. In the event of any Impairment with respect to any Series of First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien Obligations, and the rights of the holders of such Series of First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of First Lien Obligations pursuant to Section Section 2.01) 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 First Lien Obligations subject to such Impairment. Additionally, in the event the First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any other provision of any Debtor Relief LawCode), any reference to such First Lien Obligations or the First Lien Security Documents governing such First Lien Obligations shall refer to such obligations or such documents as so modified. For purposes of this Section 1.03, the Priority Payment Lien Obligations and the other Credit Agreement Secured Obligations shall constitute one Series of First Lien Obligations.
Appears in 1 contract
Sources: Indenture (Windstream Parent, Inc.)
Impairments. It is the intention of the First Lien Equal Priority Secured Parties of each Series that the holders of First Lien Equal Priority Obligations of such Series (and not the First Lien Equal Priority Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the First Lien Equal Priority Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Lien Equal Priority Obligations), (y) any of the First Lien Equal Priority Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First Lien Equal Priority Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First Lien Equal Priority Obligations) on a basis ranking prior to the security interest of such Series of First Lien Equal Priority Obligations but junior to the security interest of any other Series of First Lien Equal Priority Obligations or (ii) the existence of any Collateral for any other Series of First Lien Equal Priority Obligations that is not Shared Collateral for such Series (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First Lien Equal Priority Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any Material Real Property Mortgaged Properties (as defined in the First Lien Senior Credit Agreement) subject to a mortgage that which applies to all First Lien Equal Priority Obligations shall not be deemed to be an Impairment of any Series of First Lien Equal Priority Obligations. In the event of any Impairment with respect to any Series of First Lien Equal Priority Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien Equal Priority Obligations, and the rights of the holders of such Series of First Lien Equal Priority Obligations (including, without limitation, the right to receive distributions in respect of such Series of First Lien Equal Priority Obligations pursuant to Section 2.01) 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 First Lien Equal Priority Obligations subject to such Impairment. Additionally, in the event the First Lien Equal Priority Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any other provision of any Debtor Relief LawCode), any reference to such First Lien Equal Priority Obligations or the First Lien Security Secured Credit Documents governing such First Lien Equal Priority Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Sources: Equal Priority Intercreditor Agreement (Ww International, Inc.)
Impairments. It is the intention of the First Lien Secured Parties of each Series that the holders of 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 First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Lien Obligations), (y) any of the First Lien Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First Lien Obligations) on a basis ranking prior to the security interest of such Series of First Lien Obligations but junior to the security interest of any other Series of First Lien Obligations or (ii) the existence of any Collateral for any other Series of First Lien Obligations that is not Shared Collateral for such Series (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First Lien Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any Material Real Property (as defined in the First Lien Credit Agreement) subject to a mortgage that mortgaged real estate which applies to all First Lien Obligations shall not be deemed to be an Impairment of any Series of First Lien Obligations. In the event of any Impairment with respect to any Series of First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien Obligations, and the rights of the holders of such Series of First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of First Lien Obligations pursuant to Section 2.01) 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 First Lien Obligations subject to such Impairment. Additionally, in the event the First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any other equivalent provision of any Debtor Relief other Bankruptcy Law), any reference to such First Lien Obligations or the First Lien Security Secured Credit Documents governing such First Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Sources: First Lien Intercreditor Agreement (Concordia International Corp.)
Impairments. It is the intention of the First Lien Secured Parties of each Series that the holders of 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 First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Lien Obligations), (y) any of the First Lien Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First Lien Obligations) on a basis ranking prior to the security interest of such Series of First Lien Obligations but junior to the security interest of any other Series of First Lien Obligations or (ii) the existence of any Collateral for any other Series of First Lien Obligations that is not Shared Collateral for such Series (any such condition referred to in the foregoing clauses clause (i) or (ii) with respect to any Series of First Lien Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any Material Real Property (as defined in the First Lien Credit Agreement) real property subject to a mortgage that which applies to all First Lien Obligations shall not be deemed to be an Impairment of any Series of First Lien Obligations. In the event of any Impairment with respect to any Series of First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien Obligations, and the rights of the holders of such Series of First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of First Lien Obligations pursuant to Section 2.01) 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 First Lien Obligations subject to such Impairment. Additionally, in the event the First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any other provision of any Debtor Relief LawCode), any reference to such First Lien Obligations or the First Lien Security Documents governing such First Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Impairments. It is the intention of the First First-Lien Secured Parties of each Series that the holders of First First-Lien Obligations of such Series (and not the First 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 First First-Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First First-Lien Obligations), (y) any of the First First-Lien Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First First-Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First First-Lien Obligations) on a basis ranking prior to the security interest of such Series of First First-Lien Obligations but junior to the security interest of any other Series of First First-Lien Obligations or (ii) the existence of any Collateral for any other Series of First First-Lien Obligations that is not Shared Collateral for such Series of First-Lien Obligations (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First First-Lien Obligations, an “Impairment” of such SeriesSeries of First-Lien Obligations); provided provided, that the existence of a maximum claim with respect to any Material Real Property (as defined in the First Lien Credit Agreement) real property subject to a mortgage that which applies to all First First-Lien Obligations shall not be deemed to be an Impairment of any Series of First First-Lien Obligations. In the event of any Impairment with respect to any Series of First First-Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First First-Lien Obligations, and the rights of the holders of such Series of First First-Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of First First-Lien Obligations pursuant to Section 2.01) 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 First First-Lien Obligations subject to such Impairment. Additionally, in the event the First First-Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any other equivalent provision of any Debtor Relief other applicable Bankruptcy Law), any reference to such First First-Lien Obligations or the First First-Lien Security Documents governing such First First-Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Sources: First Lien Intercreditor Agreement (SeaWorld Entertainment, Inc.)
Impairments. It is the intention of the First First-Lien Secured Parties of each Series that the holders of First First-Lien Obligations of such Series (and not the First 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 First First-Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First First-Lien Obligations), (y) any of the First First-Lien Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First First-Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First First-Lien Obligations) on a basis ranking prior to the security interest of such Series of First First-Lien Obligations but junior to the security interest of any other Series of First First-Lien Obligations or (ii) the existence of any Collateral for any other Series of First First-Lien Obligations that is not Shared Collateral for such Series (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First First-Lien Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any Material Real Property (as defined in the First Lien Credit Agreement) subject to a mortgage that applies to all First First-Lien Obligations shall not be deemed to be an Impairment of any Series of First First-Lien Obligations. In the event of any Impairment with respect to any Series of First First-Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First First-Lien Obligations, and the rights of the holders of such Series of First First-Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of First First-Lien Obligations pursuant to Section 2.01) 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 First First-Lien Obligations subject to such Impairment. Additionally, in the event the First First-Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any other provision of any Debtor Relief LawCode), any reference to such First First-Lien Obligations or the First First-Lien Security Documents governing such First First-Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Impairments. It is the intention of the First Lien Secured Parties of each Series that the holders of 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 First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Lien Obligations), (y) any of the First Lien Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First Lien Obligations) on a basis ranking prior to the security interest of such Series of First Lien Obligations but junior to the security interest of any other Series of First Lien Obligations or (ii) the existence of any Collateral for any other Series of First Lien Obligations that is not Shared Collateral for such Series (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First Lien Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any Material Real Property Mortgage (as defined in the First Lien Credit Agreement) subject to a mortgage that applies to all First Lien Obligations shall not be deemed to be an Impairment of any Series of First Lien Obligations. In the event of any Impairment with respect to any Series of First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien Obligations, and the rights of the holders of such Series of First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of First Lien Obligations pursuant to Section 2.01) 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 First Lien Obligations subject to such Impairment. Additionally, in the event the First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any other provision of any Debtor Relief LawCode), any reference to such First Lien Obligations or the First Lien Security Documents governing such First Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Sources: First Lien Intercreditor Agreement (Academy Sports & Outdoors, Inc.)
Impairments. It is the intention of the First Lien Equal Priority Secured Parties of each Series that the holders of First Lien Equal Priority Obligations of such Series (and not the First Lien Equal Priority Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the First Lien Equal Priority Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Lien Equal Priority Obligations), (y) any of the First Lien Equal Priority Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First Lien Equal Priority Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First Lien Equal Priority Obligations) on a basis ranking prior to the security interest of such Series of First Lien Equal Priority Obligations but junior to the security interest of any other Series of First Lien Equal Priority Obligations or (ii) the existence of any Collateral for any other Series of First Lien Equal Priority Obligations that is not Shared Collateral for such Series (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First Lien Equal Priority Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any Material Real Property Mortgaged Properties (as defined in the First Lien Credit 2027 Note Purchase Agreement or 2029 Note Purchase Agreement) subject to a mortgage that which applies to all First Lien Equal Priority Obligations shall not be deemed to be an Impairment of any Series of First Lien Equal Priority Obligations. In the event of any Impairment with respect to any Series of First Lien Equal Priority Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien Equal Priority Obligations, and the rights of the holders of such Series of First Lien Equal Priority Obligations (including, without limitation, the right to receive distributions in respect of such Series of First Lien Equal Priority Obligations pursuant to Section 2.01) 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 First Lien Equal Priority Obligations subject to such Impairment. Additionally, in the event the First Lien Equal Priority Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any other provision of any Debtor Relief LawCode), any reference to such First Lien Equal Priority Obligations or the First Lien Security Secured Debt Documents governing such First Lien Equal Priority Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Sources: Equal Priority Intercreditor Agreement (Velocity Financial, Inc.)
Impairments. It is the intention of the First Lien Priority Secured Parties of each Series that the holders of First Lien Priority Obligations of such Series (and not the First Lien Priority Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the First Lien Priority Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First Lien Priority Obligations), (y) any of the First Lien Priority Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of First Lien Priority Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First Lien Priority Obligations) on a basis ranking prior to the security interest of such Series of First Lien Priority Obligations but junior to the security interest of any other Series of First Lien Priority Obligations or (ii) the existence of any Collateral for any other Series of First Lien Priority Obligations that is not Shared Collateral for such Series (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First Lien Priority Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to any Material Real Mortgaged Property (as defined in the First Lien Credit Agreement) subject to a mortgage that applies to all First Lien Priority Obligations shall not be deemed to be an Impairment of any Series of First Lien Priority Obligations. In the event of any Impairment with respect to any Series of First Lien Priority Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien Priority Obligations, and the rights of the holders of such Series of First Lien Priority Obligations (including, without limitation, the right to receive distributions in respect of such Series of First Lien Priority Obligations pursuant to Section 2.01) 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 First Lien Priority Obligations subject to such Impairment. Additionally, in the event the First Lien Priority Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any other provision of any Debtor Relief LawCode), any reference to such First Lien Priority Obligations or the First Lien Priority Security Documents governing such First Lien Priority Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Sources: First Lien Priority Intercreditor Agreement (Domus Holdings Corp)