Common use of Impairments Clause in Contracts

Impairments. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, hereby agrees that solely as among the Second Priority Debt Parties, it is intention of the Second Priority Debt Parties that the holders of Second Priority Debt Obligations under each Second Priority Debt Facility (and not the Second Priority Debt Parties under any other Second Priority Debt Facility bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second Priority Debt Obligations of such Second Priority Debt Facility are unenforceable under applicable law or are subordinated to any other obligations (other than another Second Priority Debt Facility), (y) any of the Second Priority Debt Obligations of such Second Priority Debt Facility do not have an enforceable security interest in any of the Collateral securing any other Second Priority Debt Facility and/or (z) any intervening security interest exists securing any other obligations (other than another Second Priority Debt Facility) on a basis ranking prior to the security interest of such Second Priority Debt Facility but junior to the security interest of any other Second Priority Debt Facility or (ii) the existence of any Collateral for any other Second Priority Debt Facility that is not Shared Collateral (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Second Priority Debt Facility, an “Impairment” of such Second Priority Debt Facility); provided that the existence of a maximum claim with respect to any Material Real Property (as defined in the Credit Agreement) subject to a mortgage that applies to all Second Priority Debt Obligations shall not be deemed to be an Impairment of any Second Priority Debt Facility. In the event of any Impairment with respect to any Second Priority Debt Facility, the results of such Impairment shall be borne solely by the holders of such Second Priority Debt Facility, and the rights of the holders of such Second Priority Debt Facility (including, without limitation, the right to receive distributions in respect of such Second Priority Debt Facility pursuant to Section 4.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Second Priority Debt Facility subject to such Impairment. Additionally, in the event the Second Priority Debt Obligations under any Second Priority Debt Facility are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Second Priority Debt Obligations or the Second Priority Collateral Documents governing such Second Priority Debt Obligations shall refer to such obligations or such documents as so modified.

Impairments. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, hereby agrees that solely as among It is the Second Priority Debt Parties, it is intention of the Second Priority Debt Parties parties hereto that the holders Secured Parties of Second Priority Debt Obligations under each Second Priority Debt Facility any given Class of Pari Passu Lien Indebtedness (and not the Second Priority Debt Secured Parties under of any other Second Priority Debt Facility Class of Pari Passu Lien Indebtedness) bear the risk of (i) any determination by a court of competent jurisdiction that (xi) any of the Second Priority Debt First Lien Obligations of such Second Priority Debt Facility Class of Pari Passu Lien Indebtedness are unenforceable under applicable law or are subordinated to any other obligations (other than another Second Priority Debt Facilityto any Pari Passu Lien Indebtedness), (yii) any of the Second Priority Debt Obligations Secured Parties of such Second Priority Debt Facility Class of Pari Passu Lien Indebtedness do not have an enforceable security interest in a Lien on any of the Collateral securing any First Lien Obligations of any other Second Priority Debt Facility Class of Pari Passu Lien Indebtedness and/or (ziii) any intervening security interest exists securing any other obligations Person (other than another Second Priority Debt Facilityany Collateral Agent or Secured Party) has a Lien on a basis ranking prior any Shared Collateral that is senior in priority to the security interest Lien on such Shared Collateral securing First Lien Obligations of such Second Priority Debt Facility Class of Pari Passu Lien Indebtedness, but junior to the security interest of Lien on such Shared Collateral securing any other Second Class of Priority Debt Facility Payment Lien Obligations or (ii) the existence of any Collateral for any other Second Priority Debt Facility that is not Shared Collateral Pari Passu Lien Indebtedness (any such condition Lien being referred to in the foregoing clauses as an “Intervening Lien”, and any such Person being referred to as an “Intervening Creditor”) (i) or (ii) any condition with respect to any Second Priority Debt Facility, First Lien Obligations of such Class of Pari Passu Lien Indebtedness being referred to as an “Impairment” of such Second Priority Debt FacilityClass); provided that the existence of a maximum claim with respect to any Material Real Property (as defined in the Credit Agreement) subject to a mortgage that applies to all Second Priority Debt Obligations shall not be deemed to be an Impairment of any Second Priority Debt Facility. In the event of any an Impairment exists with respect to First Lien Obligations of any Second Priority Debt FacilityClass of Pari Passu Lien Indebtedness, the results of such Impairment shall be borne solely by the holders Secured Parties of such Second Priority Debt FacilityClass of Pari Passu Lien Indebtedness, and the rights of the holders Secured Parties of such Second Priority Debt Facility Class of Pari Passu Lien Indebtedness (including, without limitation, including the right to receive distributions in respect of First Lien Obligations of such Second Priority Debt Facility Class of Pari Passu Lien Indebtedness pursuant to Section 4.012.01(b)) set forth herein shall be modified to the extent necessary so that the effects results of such Impairment are borne solely by the holders Secured Parties of such Class. In furtherance of the Second Priority Debt Facility subject to such Impairment. Additionallyforegoing, in the event First Lien Obligations of any Class of Pari Passu Lien Indebtedness shall be subject to an Impairment in the Second Priority Debt Obligations under form of an Intervening Lien of any Second Priority Debt Facility Intervening Creditor, the value of any Shared Collateral or Proceeds that are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference allocated to such Second Priority Debt Intervening Creditor shall be deducted solely from the Shared Collateral or Proceeds to be distributed in respect of First Lien Obligations or the Second Priority Collateral Documents governing of such Second Priority Debt Obligations shall refer to such obligations or such documents as so modifiedClass.

Impairments. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, hereby agrees that solely as among It is the Second Priority Debt Parties, it is intention of the Second Senior Subordinated Priority Debt Parties of each Series that the holders of Second Senior Subordinated Priority Debt Obligations under each Second Priority Debt Facility of such Series (and not the Second Senior Subordinated Priority Debt Parties under of any other Second Priority Debt Facility Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second Senior Subordinated Priority Debt Obligations of such Second Priority Debt Facility Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Second Series of Senior Subordinated Priority Debt FacilityObligations), (y) any of the Second Senior Subordinated Priority Debt Obligations of such Second Priority Debt Facility Series do not have an enforceable security interest in any of the Senior Subordinated Priority Shared Collateral securing any other Second Series of Senior Subordinated Priority Debt Facility Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Second Series of Senior Subordinated Priority Debt FacilityObligations) on a basis ranking prior to the security interest of such Second Series of Senior Subordinated Priority Debt Facility Obligations but junior to the security interest of any other Second Series of Senior Subordinated Priority Debt Facility Obligations or (ii) the existence of any Senior Subordinated Priority Collateral for any other Second Series of Senior Subordinated Priority Debt Facility Obligations that is not Senior Subordinated Priority Shared Collateral (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Second Series of Senior Subordinated Priority Debt FacilityObligations, an “Impairment” of such Second Priority Debt FacilitySeries); provided provided, that the existence of a maximum claim with respect to any Material Real Property (as defined in the Credit Agreement) real property subject to a mortgage that which applies to all Second Senior Subordinated Priority Debt Obligations shall not be deemed to be an Impairment of any Second Series of Senior Subordinated Priority Debt FacilityObligations. In the event of any Impairment with respect to any Second Series of Senior Subordinated Priority Debt FacilityObligations, the results of such Impairment shall be borne solely by the holders of such Second Series of Senior Subordinated Priority Debt FacilityObligations, and the rights of the holders of such Second Series of Senior Subordinated Priority Debt Facility Obligations (including, without limitation, the right to receive distributions in respect of such Second Series of Senior Subordinated Priority Debt Facility Obligations pursuant to Section 4.01Sections 4.01 and 14.01) 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 Second Series of such Senior Subordinated Priority Debt Facility Obligations subject to such Impairment. Additionally, in the event the Second Senior Subordinated Priority Debt Obligations under of any Second Priority Debt Facility Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Second Senior Subordinated Priority Debt Obligations or the Second Senior Subordinated Priority Collateral Documents governing such Second Senior Subordinated Priority Debt Obligations shall refer to such obligations or such documents as so modified.

Impairments. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, hereby agrees that solely as among It is the Second Priority Debt Parties, it is intention of the Second Priority Debt Secured Parties of each Series that the holders of Second Priority Debt Obligations under each Second Priority Debt Facility of such Series (and not the Second Priority Debt Secured Parties under of any other Second Priority Debt Facility Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second Priority Debt Obligations of such Second Priority Debt Facility Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Second Priority Debt FacilityObligations), (y) any of the Second Priority Debt Obligations of such Second Priority Debt Facility Series do not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of Second Priority Debt Facility Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Second Priority Debt FacilityObligations) on a basis ranking prior to the security interest of such Series of Second Priority Debt Facility Obligations but junior to the security interest of any other Series of Second Priority Debt Facility Obligations or (ii) the existence of any Second Priority Collateral for any other Series of Second Priority Debt Facility Obligations that is not Second Priority Shared Collateral (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of Second Priority Debt FacilityObligations, an “Impairment” of such Second Priority Debt FacilitySeries); provided provided, that the existence of a maximum claim with respect to any Material Real Property (as defined in the Credit Agreement) real property subject to a mortgage that which applies to all Second Priority Debt Obligations shall not be deemed to be an Impairment of any Series of Second Priority Debt FacilityObligations. In the event of any Impairment with respect to any Series of Second Priority Debt FacilityObligations, the results of such Impairment shall be borne solely by the holders of such Series of Second Priority Debt FacilityObligations, and the rights of the holders of such Series of Second Priority Debt Facility Obligations (including, without limitation, the right to receive distributions in respect of such Series of Second Priority Debt Facility Obligations pursuant to Section 4.01Sections 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 Second Priority Debt Facility Obligations subject to such Impairment. Additionally, in the event the Second Priority Debt Obligations under of any Second Priority Debt Facility Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Second Priority Debt Obligations or the Second Priority Collateral Documents governing such Second Priority Debt Obligations shall refer to such obligations or such documents as so modified.

Impairments. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, hereby agrees that solely as among It is the Second Priority Debt Parties, it is intention of the Second Priority Debt Parties parties hereto that the holders Secured Parties of Second Priority Debt Obligations under each Second Priority Debt Facility any given Class of Pari Passu Lien Indebtedness (and not the Second Priority Debt Secured Parties under of any other Second Priority Debt Facility Class of Pari Passu Lien Indebtedness) bear the risk of (i) any determination by a court of competent jurisdiction that (xi) any of the Second Priority Debt First Lien Obligations of such Second Priority Debt Facility Class of Pari Passu Lien Indebtedness are unenforceable under applicable law or are subordinated to any other obligations (other than another Second Priority Debt Facilityto any Pari Passu Lien Indebtedness), (yii) any of the Second Priority Debt Obligations Secured Parties of such Second Priority Debt Facility Class of Pari Passu Lien Indebtedness do not have an enforceable security interest in a Lien on any of the Collateral securing any First Lien Obligations of any other Second Priority Debt Facility Class of Pari Passu Lien Indebtedness and/or (ziii) any intervening security interest exists securing any other obligations Person (other than another Second Priority Debt Facilityany Collateral Agent or Secured Party) has a Lien on a basis ranking prior any Shared Collateral that is senior in priority to the security interest Lien on such Shared Collateral securing First Lien Obligations of such Second Priority Debt Facility Class of Pari Passu Lien Indebtedness, but junior to the security interest of Lien on such Shared Collateral securing any other Second class of Priority Debt Facility Payment Lien Obligations or (ii) the existence of any Collateral for any other Second Priority Debt Facility that is not Shared Collateral Pari Passu Lien Indebtedness (any such condition Lien being referred to in the foregoing clauses as an “Intervening Lien”, and any such Person being referred to as an “Intervening Creditor”) (i) or (ii) any condition with respect to any Second Priority Debt Facility, First Lien Obligations of such Class of Pari Passu Lien Indebtedness being referred to as an “Impairment” of such Second Priority Debt FacilityClass); provided that the existence of a maximum claim with respect to any Material Real Property (as defined in the Credit Agreement) subject to a mortgage that applies to all Second Priority Debt Obligations shall not be deemed to be an Impairment of any Second Priority Debt Facility. In the event of any an Impairment exists with respect to First Lien Obligations of any Second Priority Debt FacilityClass of Pari Passu Lien Indebtedness, the results of such Impairment shall be borne solely by the holders Secured Parties of such Second Priority Debt FacilityClass of Pari Passu Lien Indebtedness, and the rights of the holders Secured Parties of such Second Priority Debt Facility Class of Pari Passu Lien Indebtedness (including, without limitation, including the right to receive distributions in respect of First Lien Obligations of such Second Priority Debt Facility Class of Pari Passu Lien Indebtedness pursuant to Section 4.012.01(b)) set forth herein shall be modified to the extent necessary so that the effects results of such Impairment are borne solely by the holders Secured Parties of such Class. In furtherance of the Second Priority Debt Facility subject to such Impairment. Additionallyforegoing, in the event First Lien Obligations of any Class of Pari Passu Lien Indebtedness shall be subject to an Impairment in the Second Priority Debt Obligations under form of an Intervening Lien of any Second Priority Debt Facility Intervening Creditor, the value of any Shared Collateral or Proceeds that are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference allocated to such Second Priority Debt Intervening Creditor shall be deducted solely from the Shared Collateral or Proceeds to be distributed in respect of First Lien Obligations or the Second Priority Collateral Documents governing of such Second Priority Debt Obligations shall refer to such obligations or such documents as so modifiedClass.

Impairments. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, hereby agrees that solely as among It is the Second Priority Debt Parties, it is intention of the Second Priority Debt Parties parties hereto that the holders Secured Parties of Second Priority Debt any given Class of Pari Passu Payment Lien Obligations under each Second Priority Debt Facility (and not the Second Priority Debt Secured Parties under of any other Second Priority Debt Facility Class of Pari Passu Payment Lien Obligations) bear the risk of (i) any determination by a court of competent jurisdiction that (xi) any of the Second Priority Debt First Lien Obligations of such Second Priority Debt Facility Class of Pari Passu Payment Lien Obligations are unenforceable under applicable law or are subordinated to any other obligations (other than another Second Priority Debt Facilityto any Pari Passu Payment Lien Obligations), (yii) any of the Second Priority Debt Obligations Secured Parties of such Second Priority Debt Facility Class of Pari Passu Payment Lien Obligations do not have an enforceable security interest in a valid and perfected Lien on any of the Collateral securing any First Lien Obligations of any other Second Priority Debt Facility Class of Pari Passu Payment Lien Obligations and/or (ziii) any intervening security interest exists securing any other obligations Person (other than another Second Priority Debt Facilityany Collateral Agent or Secured Party) has a Lien on a basis ranking prior any Shared Collateral that is senior in priority to the security interest Lien on such Shared Collateral securing First Lien Obligations of such Second Priority Debt Facility Class of Pari Passu Payment Lien Obligations, but junior to the security interest of Lien on such Shared Collateral securing any other Second class of Priority Debt Facility Payment Lien Obligations or (ii) the existence of any Collateral for any other Second Priority Debt Facility that is not Shared Collateral Pari Passu Payment Lien Obligations (any such condition Lien being referred to in the foregoing clauses as an “Intervening Lien”, and any such Person being referred to as an “Intervening Creditor”) (i) or (ii) any condition with respect to any Second Priority Debt Facility, First Lien Obligations of such Class of Pari Passu Payment Lien Obligations being referred to as an “Impairment” of such Second Priority Debt FacilityClass); provided that the existence of a maximum claim with respect to any Material Real Property (as defined in the Credit Agreement) subject to a mortgage that applies to all Second Priority Debt Obligations shall not be deemed to be an Impairment of any Second Priority Debt Facility. In the event of any an Impairment exists with respect to First Lien Obligations of any Second Priority Debt FacilityClass of Pari Passu Payment Lien Obligations, the results of such Impairment shall be borne solely by the holders Secured Parties of such Second Priority Debt FacilityClass of Pari Passu Payment Lien Obligations, and the rights of the holders Secured Parties of such Second Priority Debt Facility Class of Pari Passu Payment Lien Obligations (including, without limitation, including the right to receive distributions in respect of First Lien Obligations of such Second Priority Debt Facility Class of Pari Passu Payment Lien Obligations pursuant to Section 4.012.01(b)) set forth herein shall be modified to the extent necessary so that the effects results of such Impairment are borne solely by the holders Secured Parties of such Class. In furtherance of the Second Priority Debt Facility subject to such Impairment. Additionallyforegoing, in the event First Lien Obligations of any Class of Pari Passu Payment Lien Obligations shall be subject to an Impairment in the Second Priority Debt Obligations under form of an Intervening Lien of any Second Priority Debt Facility Intervening Creditor, the value of any Shared Collateral or Proceeds that are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference allocated to such Second Priority Debt Intervening Creditor shall be deducted solely from the Shared Collateral or Proceeds to be distributed in respect of First Lien Obligations or the Second Priority Collateral Documents governing of such Second Priority Debt Obligations shall refer to such obligations or such documents as so modifiedClass.