Unenforceable Liens. (a) Notwithstanding anything to the contrary contained herein, if in any Insolvency Proceeding a determination is made that any Senior Lien is not enforceable for any reason (other than any reason arising from the willful misconduct, fraud, or gross negligence of the Credit Facility Secured Parties), then the Indenture Agent and the Indenture Secured Parties agree that, any distribution or recovery they may receive with respect to, or allocable to, the value of the assets intended to constitute such Credit Facility Collateral or any proceeds thereof, to the extent that such assets constitute Indenture Collateral, shall (until the Senior Discharge Date) be segregated and held in trust and forthwith paid over to the Administrative Agent for the benefit of the Credit Facility Secured Parties in the same form as received without recourse, representation or warranty (other than a representation of the Indenture Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery) but with any necessary endorsements or as a court of competent jurisdiction may otherwise direct until the Senior Discharge Date. In the event of the failure of the Indenture Agent or any Indenture Secured Party to execute any such document required by this Section 4.03(a), within two (2) Business Days after receipt of written request therefor from the Administrative Agent, the Administrative Agent and any of its officers or agents are hereby irrevocably authorized to execute such documents and the Indenture Agent hereby irrevocably appoints the Administrative Agent as the lawful attorney in fact of the Indenture Agent and Indenture Secured Parties solely for the purpose of enabling the Administrative Agent to execute such documents in the name of the Indenture Agent or any Indenture Secured Party.
Unenforceable Liens. If the Lender in good faith reasonably determines a material portion of the Lender's Liens on the Collateral is invalid or unenforceable, or if Lender reasonably determines that it does not have the lien position on the Collateral that was contemplated under the terms of this Agreement and the other Financing Documents.
Unenforceable Liens. Notwithstanding anything to the contrary contained herein, if in any Insolvency Proceeding of the Issuer, any of the Subsidiary Guarantors or their respective successors or assigns, a determination is made that any Lien of the Senior Lender Representative encumbering the Collateral is not enforceable for any reason, then the Subordinated Lien Collateral Agent, for itself and on behalf of the Subordinated Lienholders, agrees that, any distribution or recovery that they may receive with respect to, or allocable to, the value of the assets intended to constitute such Collateral or any proceeds thereof, shall be segregated and held in trust and forthwith paid over to the Senior Lender Representative for the benefit of the Senior Secured Parties in the same form as received without recourse, representation or warranty (other than a representation of the Subordinated Lien Collateral Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such distribution or recovery) but with any necessary endorsements or as a court of competent jurisdiction may otherwise direct.
Unenforceable Liens. If in any insolvency or liquidation proceeding any Lien encumbering any Collateral is deemed to be unenforceable, then the Second Lien Secured Parties agree that any distribution, proceeds or recovery they may receive with respect to such Collateral shall (so long as any First Lien Obligations remain outstanding) be segregated, held in trust and paid over to Administrative Agent in the same form as received without recourse, representation or warranty.
