Impairments. It is the intention of the parties hereto that the Secured Parties of any given Class of Pari Passu Lien Indebtedness (and not the Secured Parties of any other Class of Pari Passu Lien Indebtedness) bear the risk of any determination by a court of competent jurisdiction that (i) any First Lien Obligations of such Class of Pari Passu Lien Indebtedness are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu Lien Indebtedness), (ii) the Secured Parties of such Class of Pari Passu Lien Indebtedness do not have a valid and perfected Lien on any of the Collateral securing any First Lien Obligations of any other Class of Pari Passu Lien Indebtedness and/or (iii) any Person (other than any Collateral Agent or Secured Party) has a Lien on any Shared Collateral that is senior in priority to the Lien on such Shared Collateral securing First Lien Obligations of such Class of Pari Passu Lien Indebtedness, but junior to the Lien on such Shared Collateral securing any other class of Priority Payment Lien Obligations or Pari Passu Lien Indebtedness (any such Lien being referred to as an “Intervening Lien”, and any such Person being referred to as an “Intervening Creditor”) (any condition with respect to First Lien Obligations of such Class of Pari Passu Lien Indebtedness being referred to as an “Impairment” of such Class). In the event an Impairment exists with respect to First Lien Obligations of any Class of Pari Passu Lien Indebtedness, the results of such Impairment shall be borne solely by the Secured Parties of such Class of Pari Passu Lien Indebtedness, and the rights of the Secured Parties of such Class of Pari Passu Lien Indebtedness (including the right to receive distributions in respect of First Lien Obligations of such Class of Pari Passu Lien Indebtedness pursuant to Section 2.01(b)) set forth herein shall be modified to the extent necessary so that the results of such Impairment are borne solely by the Secured Parties of such Class. In furtherance of the foregoing, in the event First Lien Obligations of any Class of Pari Passu Lien Indebtedness shall be subject to an Impairment in the form of an Intervening Lien of any Intervening Creditor, the value of any Shared Collateral or Proceeds that are allocated to such Intervening Creditor shall be deducted solely from the Shared Collateral or Proceeds to be distributed in respect of First Lien Obligations of such Class.
Appears in 4 contracts
Samples: Intercreditor Agreement (Symbion Inc/Tn), Security Agreement (American Renal Associates LLC), Intercreditor Agreement (American Renal Associates LLC)
Impairments. It is the intention of the parties hereto that the Secured Parties of any given Class of Pari Passu Lien Indebtedness Obligations (and not the Secured Parties of any other Class of Pari Passu Lien IndebtednessObligations) bear the risk of any determination by a court of competent jurisdiction that (i) any First Pari Passu Lien Obligations of such Class of Pari Passu Lien Indebtedness Obligations are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu Lien IndebtednessObligations), (ii) the Secured Parties of such Class of Pari Passu Lien Indebtedness Obligations do not have a valid and perfected Lien on any of the Collateral securing any First Pari Passu Lien Obligations of any other Class of Pari Passu Lien Indebtedness Obligations and/or (iii) any Person (other than any Collateral Agent or Secured Party) has a Lien on any Shared Collateral that is senior in priority to the Lien on such Shared Collateral securing First Pari Passu Lien Obligations of such Class of Pari Passu Lien IndebtednessObligations, but junior to the Lien on such Shared Collateral securing any other class Class of Priority Payment Lien Obligations or Pari Passu Lien Indebtedness Obligations (any such Lien being referred to as an “Intervening Lien”, and any such Person being referred to as an “Intervening Creditor”) (any condition with respect to First Pari Passu Lien Obligations of such Class of Pari Passu Lien Indebtedness Obligations being referred to as an “Impairment” of such Class); 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 Pari Passu Lien Obligations shall not be deemed to be an Impairment of any Series of Pari Passu Lien Obligations. In the event an Impairment exists with respect to First Pari Passu Lien Obligations of any Class of Pari Passu Lien IndebtednessClass, the results of such Impairment shall be borne solely by the Secured Parties of such Class of Pari Passu Lien IndebtednessObligations, and the rights of the Secured Parties of such Class of Pari Passu Lien Indebtedness Obligations (including the right to receive distributions in respect of First Pari Passu Lien Obligations of such Class of Pari Passu Lien Indebtedness Obligations pursuant to Section 2.01(b)) set forth herein shall be modified to the extent necessary so that the results of such Impairment are borne solely by the Secured Parties of such Class. In furtherance of the foregoing, in the event First Pari Passu Lien Obligations of any Class of Pari Passu Lien Indebtedness Obligations shall be subject to an Impairment in the form of an Intervening Lien of any Intervening Creditor, the value of any Shared Collateral or Proceeds that are allocated to such Intervening Creditor shall be deducted solely from the Shared Collateral or Proceeds to be distributed in respect of First Pari Passu Lien Obligations of such Class.
Appears in 4 contracts
Samples: Assignment and Assumption (Vine Resources Inc.), Assignment and Assumption (Vine Resources Inc.), Assignment and Assumption (Vine Resources Inc.)
Impairments. It is the intention of the parties hereto that the Pari Passu Secured Parties of any given Class each Series that the holders of Pari Passu Lien Indebtedness Obligations of such Series (and not the Pari Passu Secured Parties of any other Class of Pari Passu Lien IndebtednessSeries) bear the risk of (i) any determination by a court of competent jurisdiction that (ix) any First Lien of the Pari Passu Obligations of such Class of Pari Passu Lien Indebtedness Series are unenforceable under applicable law or are subordinated to any other obligations (other than to any another Series of Pari Passu Lien IndebtednessObligations), (iiy) any of the Secured Parties Pari Passu Obligations of such Class of Pari Passu Lien Indebtedness Series do not have a valid and perfected Lien on an enforceable security interest in any of the Collateral securing any First Lien Obligations of any other Class Series of Pari Passu Lien Indebtedness Obligations and/or (iiiz) any Person intervening security interest exists securing any other obligations (other than any Collateral Agent or Secured Party) has a Lien on any Shared Collateral that is senior in priority to the Lien on such Shared Collateral securing First Lien Obligations of such Class another Series of Pari Passu Lien Indebtedness, Obligations) on a basis ranking prior to the security interest of such Series of Pari Passu Obligations but junior to the Lien on such security interest of any other Series of Pari Passu Obligations or (ii) the existence of any Collateral for any other Series of Pari Passu Obligations that is not Shared Collateral securing any other class of Priority Payment Lien Obligations or Pari Passu Lien Indebtedness for such Series (any such Lien being condition referred to as an “Intervening Lien”, and any such Person being referred to as an “Intervening Creditor”in the foregoing clauses (i) or (any condition ii) with respect to First Lien Obligations of such Class any Series of Pari Passu Lien Indebtedness being referred to as Obligations, an “Impairment” of such ClassSeries); provided that the existence of a maximum claim with respect to any fee interest in real property subject to a mortgage that applies to all Pari Passu Obligations shall not be deemed to be an Impairment of any Series of Pari Passu Obligations. In the event an of any Impairment exists with respect to First Lien Obligations of any Class Series of Pari Passu Lien IndebtednessObligations, the results of such Impairment shall be borne solely by the Secured Parties holders of such Class Series of Pari Passu Lien IndebtednessObligations, and the rights of the Secured Parties holders of such Class Series of Pari Passu Lien Indebtedness Obligations (including including, without limitation, the right to receive distributions in respect of First Lien Obligations of such Class Series of Pari Passu Lien Indebtedness Obligations pursuant to Section 2.01(b)2.01) set forth herein shall be modified to the extent necessary so that the results effects of such Impairment are borne solely by the Secured Parties holders of the Series of such ClassPari Passu Obligations subject to such Impairment. In furtherance of the foregoingAdditionally, in the event First Lien the Pari Passu Obligations of any Class Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any other provision of any Bankruptcy Law), any reference to such Pari Passu Lien Indebtedness Obligations or the Pari Passu Security Documents governing such Pari Passu Obligations shall be subject to an Impairment in the form of an Intervening Lien of any Intervening Creditor, the value of any Shared Collateral or Proceeds that are allocated refer to such Intervening Creditor shall be deducted solely from the Shared Collateral obligations or Proceeds to be distributed in respect of First Lien Obligations of such Classdocuments as so modified.
Appears in 3 contracts
Samples: Intercreditor Agreement (Dayforce, Inc.), First Lien Intercreditor Agreement (Mallinckrodt PLC), Credit Agreement (Ceridian HCM Holding Inc.)
Impairments. It is the intention of the parties hereto that the Secured Parties of any given Class of Pari Passu First Lien Indebtedness Obligations (and not the Secured Parties of any other Class of Pari Passu First Lien IndebtednessObligations) bear the risk of any determination by a court of competent jurisdiction that (i) any First Lien Obligations of such Class of Pari Passu First Lien Indebtedness Obligations are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu First Lien IndebtednessObligations), (ii) the Secured Parties of such Class of Pari Passu First Lien Indebtedness Obligations do not have a valid and perfected Lien on any of the Collateral securing any First Lien Obligations of any other Class of Pari Passu First Lien Indebtedness Obligations and/or (iii) any Person (other than any Collateral Agent or Secured Party) has a Lien on any Shared Collateral that is senior in priority to the Lien on such Shared Collateral securing First Lien Obligations of such Class of Pari Passu First Lien IndebtednessObligations, but junior to the Lien on such Shared Collateral securing any other class Class of Priority Payment First Lien Obligations or Pari Passu Lien Indebtedness (any such Lien being referred to as an “Intervening Lien”, and any such Person being referred to as an “Intervening Creditor”) (any condition with respect to First Lien Obligations of such Class of Pari Passu First Lien Indebtedness Obligations being referred to as an “Impairment” of such Class); 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 First Lien Obligations shall not be deemed to be an Impairment of any Series of First Lien Obligations. In the event an Impairment exists with respect to First Lien Obligations of any Class of Pari Passu Lien IndebtednessClass, the results of such Impairment shall be borne solely by the Secured Parties of such Class of Pari Passu First Lien IndebtednessObligations, and the rights of the Secured Parties of such Class of Pari Passu First Lien Indebtedness Obligations (including the right to receive distributions in respect of First Lien Obligations of such Class of Pari Passu First Lien Indebtedness Obligations pursuant to Section 2.01(b)) set forth herein shall be modified to the extent necessary so that the results of such Impairment are borne solely by the Secured Parties of such Class. In furtherance of the foregoing, in the event First Lien Obligations of any Class of Pari Passu First Lien Indebtedness Obligations shall be subject to an Impairment in the form of an Intervening Lien of any Intervening Creditor, the value of any Shared Collateral or Proceeds that are allocated to such Intervening Creditor shall be deducted solely from the Shared Collateral or Proceeds to be distributed in respect of First Lien Obligations of such Class.
Appears in 2 contracts
Samples: First Lien Intercreditor Agreement (iHeartMedia, Inc.), Credit Agreement (Summit Materials, LLC)
Impairments. It is the intention of the parties hereto that the Secured Parties of any given Class of Pari Passu First Lien Indebtedness Obligations (and not the Secured Parties of any other Class of Pari Passu First Lien IndebtednessObligations) bear the risk of any determination by a court of competent jurisdiction that (i) any First Lien Obligations of such Class of Pari Passu First Lien Indebtedness Obligations are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu First Lien IndebtednessObligations), (ii) the Secured Parties of such Class of Pari Passu First Lien Indebtedness Obligations do not have a valid and perfected Lien on any of the Collateral securing any First Lien Obligations of any other Class of Pari Passu First Lien Indebtedness Obligations and/or (iii) any Person (other than any Collateral Agent or Secured Party) has a Lien on any Shared Collateral that is senior in priority to the Lien on such Shared Collateral securing First Lien Obligations of such Class of Pari Passu First Lien IndebtednessObligations, but junior to the Lien on such Shared Collateral securing any other class Class of Priority Payment First Lien Obligations or Pari Passu Lien Indebtedness (any such Lien being referred to as an “Intervening Lien”, and any such Person being referred to as an “Intervening Creditor”) (any condition with respect to First Lien Obligations of such Class of Pari Passu First Lien Indebtedness Obligations being referred to as an “Impairment” of such Class). In the event an Impairment exists with respect to First Lien Obligations of any Class of Pari Passu Lien IndebtednessClass, the results of such Impairment shall be borne solely by the Secured Parties of such Class of Pari Passu First Lien IndebtednessObligations, and the rights of the Secured Parties of such Class of Pari Passu First Lien Indebtedness Obligations (including the right to receive distributions in respect of First Lien Obligations of such Class of Pari Passu First Lien Indebtedness Obligations pursuant to Section 2.01(b)) set forth herein shall be modified to the extent necessary so that the results of such Impairment are borne solely by the Secured Parties of such Class. In furtherance of the foregoing, in the event First Lien Obligations of any Class of Pari Passu First Lien Indebtedness Obligations shall be subject to an Impairment in the form of an Intervening Lien of any Intervening Creditor, the value of any Shared Collateral or Proceeds that are allocated to such Intervening Creditor shall be deducted solely from the Shared Collateral or Proceeds to be distributed in respect of First Lien Obligations of such Class.
Appears in 2 contracts
Samples: Security Agreement (Red Lion Hotels CORP), Credit Agreement (Hilton Grand Vacations Inc.)
Impairments. It is the intention of the parties hereto Senior Subordinated Priority Parties of each Series that the Secured Parties holders of any given Class Senior Subordinated Priority Debt Obligations of Pari Passu Lien Indebtedness such Series (and not the Secured Senior Subordinated Priority Parties of any other Class of Pari Passu Lien IndebtednessSeries) bear the risk of (i) any determination by a court of competent jurisdiction that (ix) any First Lien of the Senior Subordinated Priority Debt Obligations of such Class of Pari Passu Lien Indebtedness Series are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu Lien Indebtednessanother Series of Senior Subordinated Priority Debt Obligations), (iiy) any of the Secured Parties Senior Subordinated Priority Debt Obligations of such Class of Pari Passu Lien Indebtedness Series do not have a valid and perfected Lien on an enforceable security interest in any of the Collateral securing any First Lien Obligations of any other Class of Pari Passu Lien Indebtedness and/or (iii) any Person (other than any Collateral Agent or Secured Party) has a Lien on any Shared Collateral that is senior in priority to the Lien on such Shared Collateral securing First Lien Obligations of such Class of Pari Passu Lien Indebtedness, but junior to the Lien on such Senior Subordinated Priority Shared Collateral securing any other class Series of Senior Subordinated Priority Payment Lien Debt Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Senior Subordinated Priority Debt Obligations) on a basis ranking prior to the security interest of such Series of Senior Subordinated Priority Debt Obligations but junior to the security interest of any other Series of Senior Subordinated Priority Debt Obligations or Pari Passu Lien Indebtedness (ii) the existence of any Senior Subordinated Priority Collateral for any other Series of Senior Subordinated Priority Debt Obligations that is not Senior Subordinated Priority Shared Collateral (any such Lien being condition referred to as an “Intervening Lien”, and any such Person being referred to as an “Intervening Creditor”in the foregoing clauses (i) or (any condition ii) with respect to First Lien Obligations any Series of such Class of Pari Passu Lien Indebtedness being referred to as Senior Subordinated Priority Debt Obligations, an “Impairment” of such ClassSeries); provided, that the existence of a maximum claim with respect to any real property subject to a mortgage which applies to all Senior Subordinated Priority Debt Obligations shall not be deemed to be an Impairment of any Series of Senior Subordinated Priority Debt Obligations. In the event an of any Impairment exists with respect to First Lien Obligations any Series of any Class of Pari Passu Lien IndebtednessSenior Subordinated Priority Debt Obligations, the results of such Impairment shall be borne solely by the Secured Parties holders of such Class Series of Pari Passu Lien IndebtednessSenior Subordinated Priority Debt Obligations, and the rights of the Secured Parties holders of such Class Series of Pari Passu Lien Indebtedness Senior Subordinated Priority Debt Obligations (including including, without limitation, the right to receive distributions in respect of First Lien such Series of Senior Subordinated Priority Debt Obligations of such Class of Pari Passu Lien Indebtedness pursuant to Section 2.01(b)Sections 4.01 and 14.01) set forth herein shall be modified to the extent necessary so that the results effects of such Impairment are borne solely by the Secured Parties holders of the Series of such ClassSenior Subordinated Priority Debt Obligations subject to such Impairment. In furtherance of the foregoingAdditionally, in the event First Lien the Senior Subordinated Priority Debt Obligations of any Class Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of Pari Passu Lien Indebtedness shall be subject to an Impairment in the form of an Intervening Lien of Bankruptcy Code), any Intervening Creditor, the value of any Shared Collateral or Proceeds that are allocated reference to such Intervening Creditor Senior Subordinated Priority Debt Obligations or the Senior Subordinated Priority Collateral Documents governing such Senior Subordinated Priority Debt Obligations shall be deducted solely from the Shared Collateral refer to such obligations or Proceeds to be distributed in respect of First Lien Obligations of such Classdocuments as so modified.
Appears in 2 contracts
Samples: Intercreditor Agreement, Intercreditor Agreement (Garrett Motion Inc.)
Impairments. It is the intention of the parties hereto that the Secured Parties Second Lien Claimholders of any given Class of Pari Passu Second Lien Indebtedness Obligations (and not the Secured Parties Second Lien Claimholders of any other Class of Pari Passu Second Lien IndebtednessObligations) bear the risk of any determination by a court of competent jurisdiction that (i) any First Second Lien Obligations of such Class of Pari Passu Second Lien Indebtedness Obligations are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu another Class of Second Lien IndebtednessObligations), (ii) the Secured Parties Second Lien Claimholders of such Class of Pari Passu Second Lien Indebtedness Obligations do not have a valid and perfected Lien on any of the Collateral securing any First Second Lien Obligations of any other Class of Pari Passu Second Lien Indebtedness Obligations and/or (iii) any Person (other than any Second Lien Collateral Agent or Secured PartySecond Lien Claimholder) has a Lien on any Shared Collateral that is senior in priority to the Lien on such Shared Collateral securing First Second Lien Obligations of such Class of Pari Passu Second Lien IndebtednessObligations, but junior to the Lien on such Shared Collateral securing any other class Class of Priority Payment Second Lien Obligations or Pari Passu Lien Indebtedness (any such Lien being referred to as an “Intervening Lien”, and any such Person being referred to as an “Intervening Creditor”) (any condition with respect to First Second Lien Obligations of such Class of Pari Passu Second Lien Indebtedness Obligations being referred to as an “Impairment” of such Class); provided that the existence of a maximum claim with respect to any real property subject to a mortgage that applies to all Second Lien Obligations shall not be deemed to be an Impairment of any Class of Second Lien Obligations. In the event an Impairment exists with respect to First Second Lien Obligations of any Class of Pari Passu Lien IndebtednessClass, the results of such Impairment shall be borne solely by the Secured Parties Second Lien Claimholders of such Class of Pari Passu Second Lien IndebtednessObligations, and the rights of the Secured Parties Second Lien Claimholders of such Class of Pari Passu Second Lien Indebtedness Obligations (including the right to receive distributions in respect of First Second Lien Obligations of such Class of Pari Passu Second Lien Indebtedness Obligations pursuant to Section 2.01(b)) set forth herein shall be modified to the extent necessary so that the results of such Impairment are borne solely by the Secured Parties Second Lien Claimholders of such Class. In furtherance of the foregoing, in the event First Second Lien Obligations of any Class of Pari Passu Second Lien Indebtedness Obligations shall be subject to an Impairment in the form of an Intervening Lien of any Intervening Creditor, the value of any Shared Collateral or Proceeds that are allocated to such Intervening Creditor shall be deducted solely from the Shared Collateral or Proceeds to be distributed in respect of First Second Lien Obligations of such Class. In the event Second Lien Obligations of any Class of Second Lien Obligations are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Second Lien Obligations or the First Lien Security Documents (as defined in the Initial 2021 Indenture) governing such Second Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 2 contracts
Samples: Intercreditor Agreement (Summit Midstream Partners, LP), Intercreditor Agreement (Summit Midstream Partners, LP)
Impairments. It is the intention of the parties hereto that the Secured Parties of any given each Class of Pari Passu Lien Indebtedness (and not the Secured Parties of any other Class of Pari Passu Lien IndebtednessClass) bear the risk of (a) any determination by a court of competent jurisdiction that (i) any First Pari Passu Lien Obligations of such Class of Pari Passu Lien Indebtedness are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu Lien IndebtednessObligations of any other Class), (ii) the Secured Parties any Pari Passu Lien Obligations of such Class of Pari Passu Lien Indebtedness do not have a valid and perfected Lien on any of the Collateral securing any First Pari Passu Lien Obligations of any other Class of Pari Passu Lien Indebtedness and/or (iii) any Person (other than any Collateral Agent Authorized Representative or any Secured Party) has a Lien on any Shared Collateral that is senior in priority to the Lien on such Shared Collateral securing First Pari Passu Lien Obligations of such Class of Pari Passu Lien IndebtednessClass, but junior to the Lien on such Shared Collateral securing any other class of Priority Payment Lien Obligations or Pari Passu Lien Indebtedness Obligations of any other Class (any such Lien being referred to as an “Intervening Lien”, and any such Person being referred to as an “Intervening Creditor”), or (b) (the existence of any condition Collateral securing Pari Passu Lien Obligations of any other Class that does not constitute Shared Collateral with respect to First Pari Passu Lien Obligations of such Class of (any condition referred to in clause (a) or (b) with respect to Pari Passu Lien Indebtedness Obligations of such Class being referred to as an “Impairment” of such Class); provided that the existence of any limitation on the maximum claim that may be made against any Mortgaged Property that applies to Pari Passu Lien Obligations of all Classes shall not be deemed to be an Impairment of Pari Passu Lien Obligations of any Class. In the event an Impairment exists with respect to First Pari Passu Lien Obligations of any Class of Pari Passu Lien IndebtednessClass, the results of such Impairment shall be borne solely by the Secured Parties of such Class of Pari Passu Lien IndebtednessClass, and the rights of the Secured Parties of such Class of Pari Passu Lien Indebtedness (including the right to receive distributions in respect of First Pari Passu Lien Obligations of such Class of Pari Passu Lien Indebtedness pursuant to Section 2.01(b)) set forth herein shall be modified to the extent necessary so that the results of such Impairment are borne solely by the Secured Parties of such Class. In furtherance of the foregoing, in the event First Pari Passu Lien Obligations of any Class of Pari Passu Lien Indebtedness shall be subject to an Impairment in the form of an Intervening Lien of any Intervening Creditor, the value of any Shared Collateral or Proceeds that are allocated to such Intervening Creditor shall be deducted solely from the Shared Collateral or Proceeds to be distributed in respect of First Pari Passu Lien Obligations of such Class. In addition, in the event the Pari Passu Lien Obligations of any Class are modified pursuant to applicable law (including pursuant to Section 1129 of the Bankruptcy Code), any reference to the Pari Passu Lien Obligations of such Class or the Pari Passu Lien Documents of such Class shall refer to such obligations or such documents as so modified.
Appears in 2 contracts
Samples: Intercreditor Agreement (MICROSTRATEGY Inc), Passu Intercreditor Agreement (CPI Card Group Inc.)
Impairments. It is the intention of the parties hereto that the Secured Parties of any given Class of Pari Passu First Lien Indebtedness Obligations (and not the Secured Parties of any other Class of Pari Passu First Lien IndebtednessObligations) bear the risk of any determination by a court of competent jurisdiction that (i) any First Lien Obligations of such Class of Pari Passu First Lien Indebtedness Obligations are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu First Lien IndebtednessObligations), (ii) the Secured Parties of such Class of Pari Passu First Lien Indebtedness Obligations do not have a valid and perfected Lien on any of the Collateral securing any First Lien Obligations of any other Class of Pari Passu First Lien Indebtedness Obligations and/or (iii) any Person (other than any Collateral Agent or Secured Party) has a Lien on any Shared Collateral that is senior in priority to the Lien on such Shared Collateral securing First Lien Obligations of such Class of Pari Passu First Lien IndebtednessObligations, but junior to the Lien on such Shared Collateral securing any other class Class of Priority Payment First Lien Obligations or Pari Passu Lien Indebtedness (any such Lien being referred to as an “Intervening Lien”, and any such Person being referred to as an “Intervening Creditor”) (any condition with respect to First Lien Obligations of such Class of Pari Passu First Lien Indebtedness Obligations being referred to as an “Impairment” of such Class); provided that the existence of a maximum claim with respect to any real property subject to a mortgage that applies to all First Lien Obligations shall not be deemed to be an Impairment of any Class of First Lien Obligations. In the event Apria, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. an Impairment exists with respect to First Lien Obligations of any Class of Pari Passu Lien IndebtednessClass, the results of such Impairment shall be borne solely by the Secured Parties of such Class of Pari Passu First Lien IndebtednessObligations, and the rights of the Secured Parties of such Class of Pari Passu First Lien Indebtedness Obligations (including the right to receive distributions in respect of First Lien Obligations of such Class of Pari Passu First Lien Indebtedness Obligations pursuant to Section 2.01(b)) set forth herein shall be modified to the extent necessary so that the results of such Impairment are borne solely by the Secured Parties of such Class. In furtherance of the foregoing, in the event First Lien Obligations of any Class of Pari Passu First Lien Indebtedness Obligations shall be subject to an Impairment in the form of an Intervening Lien of any Intervening Creditor, the value of any Shared Collateral or Proceeds that are allocated to such Intervening Creditor shall be deducted solely from the Shared Collateral or Proceeds to be distributed in respect of First Lien Obligations of such Class.
Appears in 1 contract
Samples: Credit Agreement (Apria, Inc.)
Impairments. It is the intention of the parties hereto that the Secured Parties of any given Class of Pari Passu Lien Indebtedness (and not the Secured Parties of any other Class of Pari Passu Lien IndebtednessClass) bear the risk of (a) any determination by a court of competent jurisdiction that (i) any First Lien Obligations of such Class of Pari Passu Lien Indebtedness are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu First Lien IndebtednessObligations of any other Class), (ii) the Secured Parties any First Lien Obligations of such Class of Pari Passu Lien Indebtedness do not have a valid and perfected Lien on any of the Collateral securing that secures any First Lien Obligations of any other Class of Pari Passu Lien Indebtedness and/or (iii) any Person (other than any Collateral Agent Authorized Representative or any Secured Party) has a Lien on any Shared Collateral that is senior in priority to the Lien on such Shared Collateral securing First Lien Obligations of such Class of Pari Passu Lien IndebtednessClass, but junior to the Lien on such Shared Collateral securing any other class of Priority Payment First Lien Obligations or Pari Passu Lien Indebtedness of any other Class (any such Lien being referred to as an “Intervening Lien”, and any such Person being referred to as an “Intervening Creditor”), or (b) (the existence of any condition Collateral securing First Lien Obligations of any other Class that does not constitute Shared Collateral with respect to First Lien Obligations of such Class (any condition referred to in clause (a) or (b) with respect to First Lien Obligations of Pari Passu Lien Indebtedness such Class being referred to as an “Impairment” of such Class); provided that the existence of any limitation on the maximum claim that may be made against any Mortgaged Property that applies to First Lien Obligations of all Classes shall not be deemed to be an Impairment of First Lien Obligations of any Class. In the event an Impairment exists with respect to First Lien Obligations of any Class of Pari Passu Lien IndebtednessClass, the results of such Impairment shall be borne solely by the Secured Parties of such Class of Pari Passu Lien IndebtednessClass, and the rights of the Secured Parties of such Class of Pari Passu Lien Indebtedness (including the right to receive distributions in respect of First Lien Obligations of such Class of Pari Passu Lien Indebtedness pursuant to Section 2.01(b)) set forth herein shall be modified to the extent necessary so that the results of such Impairment are borne solely by the Secured Parties of such Class. In furtherance of the foregoing, in the event First Lien Obligations of any Class of Pari Passu Lien Indebtedness shall be subject to an Impairment in the form of an Intervening Lien of any Intervening Creditor, the value of any Shared Collateral or Proceeds that are allocated to such Intervening Creditor shall be deducted solely from the Shared Collateral or Proceeds to be distributed in respect of First Lien Obligations of such Class. In addition, in the event the First Lien Obligations of any Class are modified pursuant to applicable law (including pursuant to Section 1129 of the Bankruptcy Code), any reference to the First Lien Obligations of such Class or the First Lien Documents of such Class shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Samples: First Lien Intercreditor Agreement (American Axle & Manufacturing Holdings Inc)
Impairments. It is the intention of the parties hereto that the Secured Parties Lender of any given Class of Pari Passu First Lien Indebtedness Obligations (and not the Secured Parties Lender of any other Class of Pari Passu Lien Indebtedness) bear the risk of any determination by a court of competent jurisdiction that (i) any the First Lien Obligations of such Class of Pari Passu Lien Indebtedness are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu Lien Indebtedness)obligations, (ii) the Secured Parties Lender of such any Class of Pari Passu Lien Indebtedness do does not have a valid and perfected Lien on any of the Collateral securing any First Lien Obligations of any other Class of Pari Passu Lien Indebtedness and/or (iii) any Person (other than any Collateral Agent or Secured PartyLender) has a Lien on any Shared Collateral that is senior in priority to the Lien on such Shared Collateral securing such First Lien Obligations of such Class of Pari Passu Lien IndebtednessObligations, but junior to the Lien on such Shared Collateral securing any other class of Priority Payment First Lien Obligations or Pari Passu Lien Indebtedness (any such Lien being referred to as an “Intervening Lien”, and any such Person being referred to as an “Intervening Creditor”) (any condition with respect to First Lien Obligations of such Class of Pari Passu Lien Indebtedness being referred to as an “Impairment” of such Classobligations). In the event an Impairment exists with respect to First Lien Obligations of any Class of Pari Passu First Lien IndebtednessObligations, the results of such Impairment shall be borne solely by the Secured Parties Lender of such Class of Pari Passu First Lien IndebtednessObligations, and the rights of the Secured Parties Lender of such Class of Pari Passu First Lien Indebtedness Obligations (including the right to receive distributions in respect of First Lien Obligations of such Class of Pari Passu Lien Indebtedness pursuant to Section 2.01(b)) set forth herein shall be modified to the extent necessary so that the results of such Impairment are borne solely by the Secured Parties Lender of such Class. In furtherance of the foregoing, in the event that the First Lien Obligations of any Class of Pari Passu Lien Indebtedness shall be subject to an Impairment in the form of an Intervening Lien of any Intervening Creditor, the value of any Shared Collateral or Proceeds that are allocated to such Intervening Creditor shall be deducted solely from the Shared Collateral or Proceeds to be distributed in respect of First Lien Obligations of such Class.
Appears in 1 contract
Impairments. It is the intention of the parties hereto that the Secured Parties of any given Class of Pari Passu Lien Indebtedness Secured Obligations (and not the Secured Parties of any other Class of Pari Passu Lien IndebtednessSecured Obligations) bear the risk of any determination by a court of competent jurisdiction that (i) any First Lien Obligations of such Class of Pari Passu Lien Indebtedness Secured Obligations are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu Lien IndebtednessSecured Obligations), (ii) the Secured Parties of such Class of Pari Passu Lien Indebtedness Secured Obligations do not have a valid and perfected Lien on any of the Collateral securing any First Lien Obligations of any other Class of Pari Passu Lien Indebtedness Secured Obligations and/or (iii) any Person (other than any Collateral Agent or Secured Party) has a Lien on any Shared Collateral that is senior in priority to the Lien on such Shared Collateral securing First Lien Obligations of such Class of Pari Passu Lien IndebtednessSecured Obligations, but junior to the Lien on such Shared Collateral securing any other class of Payment Priority Payment Lien Obligations or Pari Passu Lien Indebtedness Secured Obligations (any such Lien being referred to as an “Intervening Lien”, and any such Person being referred to as an “Intervening Creditor”) (any condition with respect to First Lien Obligations of such Class of Pari Passu Lien Indebtedness Secured Obligations being referred to as an “Impairment” of such Class). In the event an Impairment exists with respect to First Lien Obligations of any Class of Pari Passu Lien IndebtednessSecured Obligations, the results of such Impairment shall be borne solely by the Secured Parties of such Class of Pari Passu Lien IndebtednessSecured Obligations, and the rights of the Secured Parties of such Class of Pari Passu Lien Indebtedness Secured Obligations (including the right to receive distributions in respect of First Lien Obligations of such Class of Pari Passu Lien Indebtedness Secured Obligations pursuant to Section 2.01(b)) set forth herein shall be modified to the extent necessary so that the results of such Impairment are borne solely by the Secured Parties of such Class. In furtherance of the foregoing, in the event First Lien Obligations of any Class of Pari Passu Lien Indebtedness Secured Obligations shall be subject to an Impairment in the form of an Intervening Lien of any Intervening Creditor, the value of any Shared Collateral or Proceeds that are allocated to such Intervening Creditor shall be deducted solely from the Shared Collateral or Proceeds to be distributed in respect of First Lien Obligations of such Class.
Appears in 1 contract
Samples: Intercreditor and Collateral Agency Agreement (Styron Canada ULC)
Impairments. It is the intention of the parties hereto that the Secured Parties of any given Class of Pari Passu Lien Indebtedness (and not the Secured Parties of any other Class of Pari Passu Lien IndebtednessClass) bear the risk of (a) any determination by a court of competent jurisdiction that (i) any First Lien Obligations of such Class of Pari Passu Lien Indebtedness are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu First Lien IndebtednessObligations), (ii) the Secured Parties any First Lien Obligations of such Class of Pari Passu Lien Indebtedness do not have a valid and perfected Lien on any of the Collateral securing any First Lien Obligations of any other Class of Pari Passu Lien Indebtedness and/or (iii) any Person (other than any Collateral Agent or Secured Party) has a Lien on any Shared Collateral that is senior in priority to the Lien on such Shared Collateral securing First Lien Obligations of such Class of Pari Passu Lien IndebtednessClass, but junior to the Lien on such Shared Collateral securing any other class of Priority Payment First Lien Obligations or Pari Passu Lien Indebtedness of any other Class (any such Lien being referred to as an “Intervening Lien”, and any such Person being referred to as an “Intervening Creditor”), or (b) (the existence of any condition Collateral securing First Lien Obligations of any other Class that does not constitute Shared Collateral with respect to First Lien Obligations of such Class (any condition referred to in clause (a) or (b) with respect to First Lien Obligations of Pari Passu Lien Indebtedness such Class being referred to as an “Impairment” of such Class); provided, that the existence of any limitation on the maximum claim that may be made against any Mortgaged Property shall not be deemed to be an Impairment of any First Lien Obligations of any Class. In the event an Impairment exists with respect to First Lien Obligations of any Class of Pari Passu Lien IndebtednessClass, the results of such Impairment shall be borne solely by the Secured Parties of such Class of Pari Passu Lien IndebtednessClass, and the rights of the Secured Parties of such Class of Pari Passu Lien Indebtedness (including the right to receive distributions in respect of First Lien Obligations of such Class of Pari Passu Lien Indebtedness pursuant to Section 2.01(b)2.02) set forth herein shall be modified to the extent necessary so that the results of such Impairment are borne solely by the Secured Parties of such Class. In furtherance of the foregoing, in the event First Lien Obligations of any Class of Pari Passu Lien Indebtedness shall be subject to an Impairment in the form of an Intervening Lien of any Intervening Creditor, the value of any Shared Collateral or Proceeds that are allocated to such Intervening Creditor shall be deducted solely from the Shared Collateral or Proceeds to be distributed in respect of First Lien Obligations of such Class.
Appears in 1 contract
Samples: First Lien Intercreditor Agreement (Shaw Group Inc)
Impairments. It 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 the intention of the parties hereto Second Priority Debt Parties that the Secured Parties holders of any given Class of Pari Passu Lien Indebtedness Second Priority Debt Obligations under each Second Priority Debt Facility (and not the Secured Second Priority Debt Parties of under any other Class of Pari Passu Lien Indebtedness) Second Priority Debt Facility bear the risk of (i) any determination by a court of competent jurisdiction that (ix) any First Lien of the Second Priority Debt Obligations of such Class of Pari Passu Lien Indebtedness Second Priority Debt Facility are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu Lien Indebtednessanother Second Priority Debt Facility), (iiy) any of the Secured Parties Second Priority Debt Obligations of such Class of Pari Passu Lien Indebtedness Second Priority Debt Facility do not have a valid and perfected Lien on an enforceable security interest in any of the Collateral securing any First Lien Obligations of other Second Priority Debt Facility and/or (z) any intervening security interest exists securing any other Class of Pari Passu Lien Indebtedness and/or (iii) any Person obligations (other than any Collateral Agent or Secured Partyanother Second Priority Debt Facility) has on a Lien on any Shared Collateral that is senior in priority basis ranking prior to the Lien on such Shared Collateral securing First Lien Obligations security interest of such Class of Pari Passu Lien Indebtedness, Second Priority Debt Facility but junior to the Lien on such 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 securing any other class of Priority Payment Lien Obligations or Pari Passu Lien Indebtedness (any such Lien being condition referred to as an “Intervening Lien”, and any such Person being referred to as an “Intervening Creditor”in the foregoing clauses (i) or (any condition ii) with respect to First Lien Obligations of such Class of Pari Passu Lien Indebtedness being referred to as any Second Priority Debt Facility, an “Impairment” of such ClassSecond 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 an of any Impairment exists with respect to First Lien Obligations of any Class of Pari Passu Lien IndebtednessSecond Priority Debt Facility, the results of such Impairment shall be borne solely by the Secured Parties holders of such Class of Pari Passu Lien IndebtednessSecond Priority Debt Facility, and the rights of the Secured Parties holders of such Class of Pari Passu Lien Indebtedness Second Priority Debt Facility (including including, without limitation, the right to receive distributions in respect of First Lien Obligations of such Class of Pari Passu Lien Indebtedness Second Priority Debt Facility pursuant to Section 2.01(b)4.01) set forth herein shall be modified to the extent necessary so that the results effects of such Impairment are borne solely by the Secured Parties of such Class. In furtherance holders of the foregoingSecond Priority Debt Facility subject to such Impairment. Additionally, in the event First Lien 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 Class of Pari Passu Lien Indebtedness shall be subject to an Impairment in the form of an Intervening Lien of any Intervening Creditor, the value of any Shared Collateral or Proceeds that are allocated reference to such Intervening Creditor Second Priority Debt Obligations or the Second Priority Collateral Documents governing such Second Priority Debt Obligations shall be deducted solely from the Shared Collateral refer to such obligations or Proceeds to be distributed in respect of First Lien Obligations of such Classdocuments as so modified.
Appears in 1 contract
Samples: Credit Agreement (Bright Horizons Family Solutions Inc.)
Impairments. It is the intention of the parties hereto that the Secured Parties of any given Class of Pari Passu Lien Indebtedness (and not the Secured Parties of any other Class of Pari Passu Lien Indebtedness) bear the risk of any determination by a court of competent jurisdiction that (i) any First Lien Obligations of such Class of Pari Passu Lien Indebtedness are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu Lien Indebtedness), (ii) the Secured Parties of such Class of Pari Passu Lien Indebtedness do not have a valid and perfected Lien on any of the Collateral securing any First Lien Obligations of any other Class of Pari Passu Lien Indebtedness and/or (iii) any Person (other than any Collateral Agent or Secured Party) has a Lien on any Shared Collateral that is senior in priority to the Lien on such Shared Collateral securing First Lien Obligations of such Class of Pari Passu Lien Indebtedness, but junior to the Lien on such Shared Collateral securing any other class of Priority Payment Lien Obligations or Pari Passu Lien Indebtedness (any such Lien being referred to as an “Intervening Lien”, and any such Person being referred to as an “Intervening Creditor”) (any condition with respect to First Lien Obligations of such Class of Pari Passu Lien Indebtedness being referred to as an “Impairment” of such Class). In the event an Impairment exists with respect to First Lien Obligations of any Class of Pari Passu Lien Indebtedness, the results of such Impairment shall be borne solely by the Secured Parties of such Class of Pari Passu Lien Indebtedness, and the rights of the Secured Parties of such Class of Pari Passu Lien Indebtedness (including the right to receive distributions in respect of First Lien Obligations of such Class of Pari Passu Lien Indebtedness pursuant to Section 2.01(b)) set forth herein shall be modified to the extent necessary so that the results of such Impairment are borne solely by the Secured Parties of such Class. In furtherance of the foregoing, in the event First Lien Obligations of any Class of Pari Passu Lien Indebtedness shall be subject to an Impairment in the form of an Intervening Lien of any Intervening Creditor, the value of any Shared Collateral or Proceeds that are allocated to such Intervening Creditor shall be deducted solely from the Shared Collateral or Proceeds to be distributed in respect of First Lien Obligations of such Class.
Appears in 1 contract
Samples: Intercreditor and Collateral Agency Agreement (APX Group Holdings, Inc.)
Impairments. It is the intention of the parties hereto that the First Lien Secured Parties of any given Class each Series that the holders of Pari Passu First Lien Indebtedness Obligations of such Series (and not the First Lien Secured Parties of any other Class of Pari Passu Lien IndebtednessSeries) bear the risk of (i) any determination by a court of competent jurisdiction that (ix) any of the First Lien Obligations of such Class of Pari Passu Lien Indebtedness Series are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu another Series of First Lien IndebtednessObligations), (iiy) any of the Secured Parties First Lien Obligations of such Class of Pari Passu Lien Indebtedness Series do not have a valid and perfected Lien on an enforceable security interest in any of the Collateral securing any other Series of First Lien Obligations of and/or (z) any intervening security interest exists securing any other Class of Pari Passu Lien Indebtedness and/or (iii) any Person obligations (other than any Collateral Agent or Secured Partyanother Series of First Lien Obligations) has on a Lien on any Shared Collateral that is senior in priority basis ranking prior to the Lien on security interest of such Shared Collateral securing Series of First Lien Obligations of such Class of Pari Passu Lien Indebtedness, but junior to the security interest of any other Series of First Lien on such Obligations, or (ii) the existence of any Collateral for any other Series of First Lien Obligations that is not Shared Collateral securing any other class of Priority Payment Lien Obligations or Pari Passu Lien Indebtedness (any such Lien being condition referred to as an “Intervening Lien”, and any such Person being referred to as an “Intervening Creditor”in the foregoing clauses (i) or (any condition ii) with respect to any Series of First Lien Obligations of such Class of Pari Passu Lien Indebtedness being referred to as Obligations, an “Impairment” of such ClassSeries); provided that the existence of a maximum claim with respect to Mortgaged Properties (as defined in the Credit Agreement) 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 an of any Impairment exists with respect to any Series of First Lien Obligations of any Class of Pari Passu Lien IndebtednessObligations, the results of such Impairment shall be borne solely by the Secured Parties holders of such Class Series of Pari Passu First Lien IndebtednessObligations, and the rights of the Secured Parties holders of such Class Series of Pari Passu First Lien Indebtedness Obligations (including including, without limitation, the right to receive distributions in respect of such Series of First Lien Obligations of such Class of Pari Passu Lien Indebtedness pursuant to Section 2.01(b)2.01) set forth herein shall be modified to the extent necessary so that the results effects of such Impairment are borne solely by the Secured Parties holders of the Series of such ClassFirst Lien Obligations subject to such Impairment. In furtherance of the foregoingAdditionally, in the event the First Lien Obligations of any Class Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of Pari Passu Lien Indebtedness shall be subject to an Impairment in the form of an Intervening Lien Bankruptcy Code or any equivalent provisions of any Intervening Creditorother Bankruptcy Law), the value of any Shared Collateral or Proceeds that are allocated reference to such Intervening Creditor shall be deducted solely from the Shared Collateral or Proceeds to be distributed in respect of First Lien Obligations of or the Secured Credit Documents governing such ClassFirst Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Samples: Credit Agreement (ChampionX Corp)
Impairments. It is the intention of the parties hereto that the Secured Parties of any given each Class of Pari Passu Lien Indebtedness (and not the Secured Parties of any other Class of Pari Passu Lien IndebtednessClass) bear the risk of (a) any determination by a court of competent jurisdiction that (i) any First Second Lien Obligations of such Class of Pari Passu Lien Indebtedness are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu Second Lien IndebtednessObligations of any other Class), (ii) the Secured Parties any Second Lien Obligations of such Class of Pari Passu Lien Indebtedness do not have a valid and perfected Lien on any of the Collateral securing any First Second Lien Obligations of any other Class of Pari Passu Lien Indebtedness and/or (iii) any Person (other than any Collateral Agent Authorized Representative or any Secured Party) has a Lien on any Shared Collateral that is senior in priority to the Lien on such Shared Collateral securing First Second Lien Obligations of such Class of Pari Passu Lien IndebtednessClass, but junior to the Lien on such Shared Collateral securing any other class of Priority Payment Second Lien Obligations or Pari Passu Lien Indebtedness of any other Class (any such Lien being referred to as an “Intervening Lien”, and any such Person being referred to as an “Intervening Creditor”), or (b) (the existence of any condition Collateral securing Second Lien Obligations of any other Class that does not constitute Shared Collateral with respect to First Second Lien Obligations of such Class (any condition referred to in clause (a) or (b) with respect to Second Lien Obligations of Pari Passu Lien Indebtedness such Class being referred to as an “Impairment” of such Class). In the event an Impairment exists with respect to First Second Lien Obligations of any Class of Pari Passu Lien IndebtednessClass, the results of such Impairment shall be borne solely by the Secured Parties of such Class of Pari Passu Lien IndebtednessClass, and the rights of the Secured Parties of such Class of Pari Passu Lien Indebtedness (including the right to receive distributions in respect of First Second Lien Obligations of such Class of Pari Passu Lien Indebtedness pursuant to Section 2.01(b)) set forth herein shall be modified to the extent necessary so that the results of such Impairment are borne solely by the Secured Parties of such Class. In furtherance of the foregoing, in the event First Second Lien Obligations of any Class of Pari Passu Lien Indebtedness shall be subject to an Impairment in the form of an Intervening Lien of any Intervening Creditor, the value of any Shared Collateral or Proceeds that are allocated to such Intervening Creditor shall be deducted solely from the Shared Collateral or Proceeds to be distributed in respect of First Second Lien Obligations of such Class. In addition, in the event the Second Lien Obligations of any Class are modified pursuant to applicable law (including pursuant to Section 1129 of the Bankruptcy Code), any reference to the Second Lien Obligations of such Class or the Second Lien Documents of such Class shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Impairments. It is the intention of the parties hereto that the First Lien Secured Parties of any given Class each Series that the holders of Pari Passu First Lien Indebtedness Obligations of such Series (and not the First Lien Secured Parties of any other Class of Pari Passu Lien IndebtednessSeries) bear the risk of (i) any determination by a court of competent jurisdiction that (ix) any of the First Lien Obligations of such Class of Pari Passu Lien Indebtedness Series are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu another Series of First Lien IndebtednessObligations), (iiy) any of the Secured Parties First Lien Obligations of such Class of Pari Passu Lien Indebtedness Series do not have a valid and perfected Lien on an enforceable security interest in any of the Collateral securing any other Series of First Lien Obligations of and/or (z) any intervening security interest exists securing any other Class of Pari Passu Lien Indebtedness and/or (iii) any Person obligations (other than any Collateral Agent or Secured Partyanother Series of First Lien Obligations) has on a Lien on any Shared Collateral that is senior in priority basis ranking prior to the Lien on security interest of such Shared Collateral securing Series of First Lien Obligations of such Class of Pari Passu Lien Indebtedness, but junior to the Lien on such Shared Collateral securing security interest of any other class Series of Priority Payment First Lien Obligations or Pari Passu (ii) the existence of any Collateral for any other Series of First Lien Indebtedness Obligations that is not Shared Collateral for such Series (any such Lien being condition referred to as an “Intervening Lien”, and any such Person being referred to as an “Intervening Creditor”in the foregoing clauses (i) or (any condition ii) with respect to any Series of First Lien Obligations of such Class of Pari Passu Lien Indebtedness being referred to as Obligations, an “Impairment” of such ClassSeries); provided that the existence of a maximum claim with respect to any limitation on the amount that is permitted to be secured without equally and ratably securing the Indebtedness 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 an of any Impairment exists with respect to any Series of First Lien Obligations of any Class of Pari Passu Lien IndebtednessObligations, the results of such Impairment shall be borne solely by the Secured Parties holders of such Class Series of Pari Passu First Lien IndebtednessObligations, and the rights of the Secured Parties holders of such Class Series of Pari Passu First Lien Indebtedness Obligations (including including, without limitation, the right to receive distributions in respect of such Series of First Lien Obligations of such Class of Pari Passu Lien Indebtedness pursuant to Section 2.01(b)2.01) set forth herein shall be modified to the extent necessary so that the results effects of such Impairment are borne solely by the Secured Parties holders of the Series of such ClassFirst Lien Obligations subject to such Impairment. In furtherance of the foregoingAdditionally, in the event the First Lien Obligations of any Class Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of Pari Passu Lien Indebtedness shall be subject to an Impairment in the form of an Intervening Lien Bankruptcy Code or any other provision of any Intervening CreditorBankruptcy Law), the value of any Shared Collateral or Proceeds that are allocated reference to such Intervening Creditor shall be deducted solely from the Shared Collateral or Proceeds to be distributed in respect of First Lien Obligations of or the Secured Credit Documents governing such ClassFirst Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Impairments. It is the intention of the parties hereto that the Secured Parties of any given Class of Pari Passu Lien Indebtedness (and not the Secured Parties of any other Class of Pari Passu Lien IndebtednessClass) bear the risk of (a) any determination by a court of competent jurisdiction that (i) any First Lien Obligations of such Class of Pari Passu Lien Indebtedness are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu First Lien IndebtednessObligations), (ii) the Secured Parties any First Lien Obligations of such Class of Pari Passu Lien Indebtedness do not have a valid and perfected Lien on any of the Collateral securing any First Lien Obligations of any other Class of Pari Passu Lien Indebtedness and/or (iii) any Person (other than any Collateral Agent or Secured Party) has a Lien on any Shared Collateral that is senior in priority to the Lien on such Shared Collateral securing First Lien Obligations of such Class of Pari Passu Lien IndebtednessClass, but junior to the Lien on such Shared Collateral securing any other class of Priority Payment First Lien Obligations or Pari Passu Lien Indebtedness of any other Class (any such Lien being referred to as an “Intervening Lien”, and any such Person being referred to as an “Intervening Creditor”), or (b) (the existence of any condition Collateral securing First Lien Obligations of any other Class that does not constitute Shared Collateral with respect to First Lien Obligations of such Class (any condition referred to in clause (a) or (b) with respect to First Lien Obligations of Pari Passu Lien Indebtedness such Class being referred to as an “Impairment” of such Class). In the event an Impairment exists with respect to First Lien Obligations of any Class of Pari Passu Lien IndebtednessClass, the results of such Impairment shall be borne solely by the Secured Parties of such Class of Pari Passu Lien IndebtednessClass, and the rights of the Secured Parties of such Class of Pari Passu Lien Indebtedness (including the right to receive distributions in respect of First Lien Obligations of such Class of Pari Passu Lien Indebtedness pursuant to Section 2.01(b)) set forth herein shall be modified to the extent necessary so that the results of such Impairment are borne solely by the Secured Parties of such Class. In furtherance of the foregoing, in the event First Lien Obligations of any Class of Pari Passu Lien Indebtedness shall be subject to an Impairment in the form of an Intervening Lien of any Intervening Creditor, the value of any Shared Collateral or Proceeds that are allocated to such Intervening Creditor shall be deducted solely from the Shared Collateral or Proceeds to be distributed in respect of First Lien Obligations of such Class.
Appears in 1 contract
Samples: First Lien Intercreditor Agreement (Newsprint Ventures, Inc.)
Impairments. It is the intention of the parties hereto that the Secured Parties of any given each Class of Pari Passu Lien Indebtedness (and not the Secured Parties of any the other Class of Pari Passu Lien IndebtednessClass) bear the risk of (a) any determination by a court of competent jurisdiction that (i) any First Lien Obligations of such Class of Pari Passu Lien Indebtedness are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu Lien IndebtednessObligations of the other Class), (ii) the Secured Parties any Obligations of such Class of Pari Passu Lien Indebtedness do not have a valid and perfected Lien on any of the Collateral securing any First Lien Obligations of any the other Class of Pari Passu Lien Indebtedness and/or or (iii) any Person (other than any Collateral Agent Authorized Representative or any Secured Party) has a Lien on any Shared Collateral that is senior in priority to the Lien on such Shared Collateral securing First Lien Obligations of such Class of Pari Passu Lien IndebtednessClass, but junior to the Lien on such Shared Collateral securing any Obligations of the other class of Priority Payment Lien Obligations or Pari Passu Lien Indebtedness Class (any such Lien being referred to as an “Intervening Lien”, and any such Person being referred to as an “Intervening Creditor”) and (b) the existence of any condition Collateral securing Obligations of the other Class that does not constitute Shared Collateral with respect to First Lien Obligations of such Class (any condition referred to in clause (a) or (b) with respect to Obligations of Pari Passu Lien Indebtedness such Class being referred to as an “Impairment” of such Class). ; provided that the existence of any limitation on the maximum claim that may be made against any Mortgaged Property that applies to Obligations of both Classes shall not be deemed to be an Impairment of Obligations of either Class.. In the event an Impairment exists with respect to First Lien Obligations of any Class of Pari Passu Lien Indebtednessa Class, the results of such Impairment shall be borne solely by the Secured Parties of such Class of Pari Passu Lien IndebtednessClass, and the rights of the Secured Parties of such Class of Pari Passu Lien Indebtedness (including the right to receive distributions in respect of First Lien Obligations of such Class of Pari Passu Lien Indebtedness pursuant to Section 2.01(b)) set forth herein shall be modified to the extent necessary so that the results of such Impairment are borne solely by the Secured Parties of such Class. In furtherance of the foregoing, in the event First Lien Obligations of any a Class of Pari Passu Lien Indebtedness shall be subject to an Impairment in the form of an Intervening Lien of any Intervening Creditor, the value of any Shared Collateral or Proceeds that are allocated to such Intervening Creditor shall be deducted solely from the Shared Collateral or Proceeds to be distributed in respect of First Lien Obligations of such Class. In addition, in the event the Obligations of a Class are modified pursuant to applicable law (including pursuant to Section 1129 of the Bankruptcy Code or any equivalent provision of, or order granted pursuant to, any other Bankruptcy Law), any reference to the Obligations of such Class or the Documents of such Class shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Impairments. It Each Authorized Representative and each Collateral Agent, in each case for itself and on behalf of its Related Pari Passu Secured Parties, agrees that it is the intention of the parties hereto that the Pari Passu Secured Parties of any given Class of each Series that the Pari Passu Lien Indebtedness Secured Parties of such Series (and not the Pari Passu Secured Parties of any other Class of Pari Passu Lien IndebtednessSeries) bear the risk of (a) any determination by a court of competent jurisdiction that (i) any First Lien of the Pari Passu Obligations of such Class of Pari Passu Lien Indebtedness Series are unenforceable under applicable law or are subordinated to any other obligations (other than to any another Series of Pari Passu Lien IndebtednessObligations), (ii) any of the Secured Parties Pari Passu Obligations of such Class of Pari Passu Lien Indebtedness Series do not have a valid and perfected Lien on any of the Collateral securing any First Lien Obligations of any other Class Series of Pari Passu Lien Indebtedness and/or Obligations or (iii) any Person (other than any Authorized Representative, any Collateral Agent or any Pari Passu Secured Party) has a Lien on any Shared Collateral that is senior in priority to the Lien on such Shared Collateral securing First Lien Pari Passu Obligations of such Class of Pari Passu Lien IndebtednessSeries, but junior to the Lien on such Shared Collateral securing any other class of Priority Payment Lien Obligations or Pari Passu Lien Indebtedness Obligations of any other Series (any such Lien being referred to as an “Intervening Lien”, and any such Person being referred to as an “Intervening Creditor”), or (b) (the existence of any condition Collateral for any other Series of Pari Passu Obligations that does not constitute Shared Collateral with respect to First Lien the Pari Passu Obligations of such Class Series (any such condition referred to in the foregoing clauses (a) or (b) with respect to any Series of Pari Passu Lien Indebtedness being referred to as Obligations, an “Impairment” of such ClassSeries); provided that the existence of any limitation on the maximum claim that may be made against any Mortgaged Property that applies to Pari Passu Obligations of all Series shall not be deemed to be an Impairment of Pari Passu Obligations of any Series. In the event an any Impairment exists with respect to First Lien Obligations of any Class Series of Pari Passu Lien IndebtednessObligations, the results of such Impairment shall be borne solely by the Pari Passu Secured Parties of such Class of Pari Passu Lien IndebtednessSeries, and the rights of the Pari Passu Secured Parties of such Class of Pari Passu Lien Indebtedness Series (including the right to receive distributions in respect of First Lien Obligations of such Class Series of Pari Passu Lien Indebtedness Obligations pursuant to Section 2.01(b)2.01) set forth herein shall be modified to the extent necessary so that the results effects of such Impairment are borne solely by the Pari Passu Secured Parties of such ClassSeries. In furtherance of the foregoing, in the event First Lien Pari Passu Obligations of any Class of Pari Passu Lien Indebtedness Series shall be subject to an Impairment in the form of an Intervening Lien of any Intervening Creditor, the value of any Shared Collateral or Proceeds that are allocated to such Intervening Creditor shall be deducted solely from the Shared Collateral or Proceeds to be distributed in respect of First Lien Pari Passu Obligations of such ClassSeries. Additionally, in the event the Pari Passu Obligations of any Series are modified pursuant to applicable law (including pursuant to Section 1129 of the Bankruptcy Code), any reference to Pari Passu Obligations of such Series or the Pari Passu Documents of such Series shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Impairments. It is the intention of the parties hereto that the Secured Parties of any given Class of Pari Passu Lien Indebtedness (other than the Senior Secured Notes Trustee, the Senior Secured Notes Collateral Agent or any Collateral Agent with respect to Additional First Lien Obligations, in each case solely with respect to any amount owed to them in their respective capacity as such, and not the Secured Parties of any other Class of Pari Passu Lien Indebtedness) bear the risk of any determination by a court of competent jurisdiction that (i) any First Lien Obligations of such Class of Pari Passu Lien Indebtedness are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu Lien Indebtedness), (ii) the Secured Parties of such Class of Pari Passu Lien Indebtedness do not have a valid and perfected Lien on any of the Collateral securing any First Lien Obligations of any other Class of Pari Passu Lien Indebtedness and/or (iii) any Person (other than any Collateral Agent or Secured Party) has a Lien on any Shared Collateral that is senior in priority to the Lien on such Shared Collateral securing First Lien Obligations of such Class of Pari Passu Lien Indebtedness, but junior to the Lien on such Shared Collateral securing any other class of Priority Payment Lien Obligations or Pari Passu Lien Indebtedness (any such Lien being referred to as an “Intervening Lien”, and any such Person being referred to as an “Intervening Creditor”) (any condition with respect to First Lien Obligations of such Class of Pari Passu Lien Indebtedness being referred to as an “Impairment” of such Class). In the event an Impairment exists with respect to First Lien Obligations of any Class of Pari Passu Lien Indebtedness, the results of such Impairment shall be borne solely by the Secured Parties of such Class of Pari Passu Lien Indebtedness (other than the Senior Secured Notes Trustee, the Senior Secured Notes Collateral Agent or any Collateral Agent with respect to Additional First Lien Obligations, in each case solely with respect to any amount owed to them in their respective capacity as such, and not the Secured Parties of any other Class of Pari Passu Lien Indebtedness), and the rights of the Secured Parties of such Class of Pari Passu Lien Indebtedness (including the right to receive distributions in respect of First Lien Obligations of such Class of Pari Passu Lien Indebtedness pursuant to Section 2.01(b)) (except for the rights of the Senior Secured Notes Trustee, the Senior Secured Notes Collateral Agent or any Collateral Agent with respect to Additional First Lien Obligations, in each case solely with respect to any amount owed to them in their respective capacity as such, and not the Secured Parties of any other Class of Pari Passu Lien Indebtedness) set forth herein shall be modified to the extent necessary so that the results of such Impairment are borne solely by the Secured Parties of such ClassClass (other than the Senior Secured Notes Trustee, the Senior Secured Notes Collateral Agent or any Collateral Agent with respect to Additional First Lien Obligations, in each case solely with respect to any amount owed to them in their respective capacity as such). In furtherance of the foregoing, in the event First Lien Obligations of any Class of Pari Passu Lien Indebtedness shall be subject to an Impairment in the form of an Intervening Lien of any Intervening Creditor, the value of any Shared Collateral or Proceeds that are allocated to such Intervening Creditor shall be deducted solely from the Shared Collateral or Proceeds to be distributed in respect of First Lien Obligations of such Class.
Appears in 1 contract
Samples: First Lien Intercreditor Agreement (Ami Celebrity Publications, LLC)
Impairments. It is the intention of the parties hereto Pari Passu Parties that the Secured Parties of any given Class holders of Pari Passu Lien Indebtedness (and not the Secured Parties of any other Class of Pari Passu Lien Indebtedness) Obligations bear the risk of (i) any determination by a court of competent jurisdiction that (ix) any First Lien Obligations of such Class of the Pari Passu Lien Indebtedness Obligations are unenforceable under applicable law or are subordinated to any other obligations (other than to any other Pari Passu Lien IndebtednessObligations), (iiy) any of the Secured Parties of such Class of Pari Passu Lien Indebtedness Obligations do not have a valid and perfected Lien on an enforceable security interest in any of the Collateral securing any First Lien Pari Passu Obligations of and/or (z) any intervening security interest exists securing any other Class of Pari Passu Lien Indebtedness and/or (iii) any Person obligations (other than any Collateral Agent or Secured Partyanother Pari Passu Obligation) has on a Lien on any Shared Collateral that is senior in priority basis ranking prior to the Lien on such Shared Collateral securing First Lien Obligations security interest of such Class of Pari Passu Lien Indebtedness, Obligations but junior to the Lien on such security interest of any other Pari Passu Obligations or (ii) the existence of any Collateral for any other Pari Passu Obligations that is not Shared Collateral securing any other class of Priority Payment Lien Obligations or Pari Passu Lien Indebtedness (any such Lien being condition referred to as an “Intervening Lien”, and any such Person being referred to as an “Intervening Creditor”in the foregoing clauses (i) or (any condition ii) with respect to First Lien Obligations of such Class of any Pari Passu Lien Indebtedness being referred to as Obligations, an “Impairment” of such ClassPari Passu Obligation); provided, that the existence of a maximum claim with respect to any real property subject to a deed of trust which applies to all Pari Passu Obligations shall not be deemed to be an Impairment of any Pari Passu Obligations. In the event an of any Impairment exists with respect to First Lien Obligations of any Class of Pari Passu Lien IndebtednessObligations, the results of such Impairment shall be borne solely by the Secured Parties holders of such Class of Pari Passu Lien IndebtednessObligations, and the rights of the Secured Parties holders of such Class of Pari Passu Lien Indebtedness Obligations (including including, without limitation, the right to receive distributions in respect of First Lien Obligations of such Class of Pari Passu Lien Indebtedness Obligations pursuant to Section 2.01(b)2.01) set forth herein shall be modified to the extent necessary so that the results effects of such Impairment are borne solely by the Secured Parties holders of such ClassPari Passu Obligations subject to such Impairment. In furtherance of the foregoingAdditionally, in the event First Lien Obligations of any Class of the Pari Passu Lien Indebtedness shall be subject Obligations are modified pursuant to an Impairment in applicable law (including, without limitation, pursuant to Section 1129 of the form of an Intervening Lien of Bankruptcy Code), any Intervening Creditor, the value of any Shared Collateral or Proceeds that are allocated reference to such Intervening Creditor Pari Passu Obligations or the Pari Passu Loan Documents governing such Pari Passu Obligations shall be deducted solely from the Shared Collateral refer to such obligations or Proceeds to be distributed in respect of First Lien Obligations of such Classdocuments as so modified.
Appears in 1 contract
Samples: Pari Passu Intercreditor Agreement
Impairments. It Each Authorized Representative and each Collateral Agent, in each case for itself and on behalf of its Related Pari Passu Secured Parties, agrees that it is the intention of the parties hereto that the Pari Passu Secured Parties of any given Class of each Series that the Pari Passu Lien Indebtedness Secured Parties of such Series (and not the Pari Passu Secured Parties of any other Class of Pari Passu Lien IndebtednessSeries) bear the risk of (a) any determination by a court of competent jurisdiction that (i) any First Lien of the Pari Passu Obligations of such Class of Pari Passu Lien Indebtedness Series are unenforceable under applicable law or are subordinated to any other obligations (other than to any another Series of Pari Passu Lien IndebtednessObligations), (ii) any of the Secured Parties Pari Passu Obligations of such Class of Pari Passu Lien Indebtedness Series do not have a valid and perfected Lien on any of the Collateral securing any First Lien Obligations of any other Class Series of Pari Passu Lien Indebtedness and/or Obligations or (iii) any Person (other than any Authorized Representative, any Collateral Agent or any Pari Passu Secured Party) has a Lien on any Shared Collateral that is senior in priority to the Lien on such Shared Collateral securing First Lien Pari Passu Obligations of such Class of Pari Passu Lien IndebtednessSeries, but junior to the Lien on such Shared Collateral securing any other class of Priority Payment Lien Obligations or Pari Passu Lien Indebtedness Obligations of any other Series (any such Lien being referred to as an “Intervening Lien”, and any such Person being referred to as an “Intervening Creditor”), or (b) (the existence of any condition Collateral for any other Series of Pari Passu Obligations that does not constitute Shared Collateral with respect to First Lien the Pari Passu Obligations of such Class Series (any such condition referred to in the foregoing clause (a) or (b) with respect to any Series of Pari Passu Lien Indebtedness being referred to as Obligations, an “Impairment” of such ClassSeries); provided that the existence of any limitation on the maximum claim that may be made against any Mortgaged Property that applies to Pari Passu Obligations of all Series shall not be deemed to be an Impairment of Pari Passu Obligations of any Series. In the event an any Impairment exists with respect to First Lien Obligations of any Class Series of Pari Passu Lien IndebtednessObligations, the results of such Impairment shall be borne solely by the Pari Passu Secured Parties of such Class of Pari Passu Lien IndebtednessSeries, and the rights of the Pari Passu Secured Parties of such Class of Pari Passu Lien Indebtedness Series (including the right to receive distributions in respect of First Lien Obligations of such Class Series of Pari Passu Lien Indebtedness Obligations pursuant to Section 2.01(b)2.01) set forth herein shall be modified to the extent necessary so that the results effects of such Impairment are borne solely by the Pari Passu Secured Parties of such ClassSeries. In furtherance of the foregoing, in the event First Lien Pari Passu Obligations of any Class of Pari Passu Lien Indebtedness Series shall be subject to an Impairment in the form of an Intervening Lien of any Intervening Creditor, the value of any Shared Collateral or Proceeds that are allocated to such Intervening Creditor shall be deducted solely from the Shared Collateral or Proceeds to be distributed in respect of First Lien Pari Passu Obligations of such ClassSeries. Additionally, in the event the Pari Passu Obligations of any Series are modified pursuant to applicable law (including pursuant to Section 1129 of the Bankruptcy Code), any reference to Pari Passu Obligations of such Series or the Secured Pari Passu Documents of such Series shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Impairments. It is the intention of the parties hereto that the Secured Parties of any given Class of Pari Passu Payment Lien Indebtedness Obligations (and not the Secured Parties of any other Class of Pari Passu Payment Lien IndebtednessObligations) bear the risk of any determination by a court of competent jurisdiction that (i) any First Lien Obligations of such Class of Pari Passu Payment Lien Indebtedness Obligations are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu Payment Lien IndebtednessObligations), (ii) the Secured Parties of such Class of Pari Passu Payment Lien Indebtedness Obligations do not have a valid and perfected Lien on any of the Collateral securing any First Lien Obligations of any other Class of Pari Passu Payment Lien Indebtedness Obligations and/or (iii) any Person (other than any Collateral Agent or Secured Party) has a Lien on any Shared Collateral that is senior in priority to the Lien on such Shared Collateral securing First Lien Obligations of such Class of Pari Passu Payment Lien IndebtednessObligations, but junior to the Lien on such Shared Collateral securing any other class of Priority Payment Lien Obligations or Pari Passu Payment Lien Indebtedness Obligations (any such Lien being referred to as an “Intervening Lien”, and any such Person being referred to as an “Intervening Creditor”) (any condition with respect to First Lien Obligations of such Class of Pari Passu Payment Lien Indebtedness Obligations being referred to as an “Impairment” of such Class). In the event an Impairment exists with respect to First Lien Obligations of any Class of Pari Passu Payment Lien IndebtednessObligations, the results of such Impairment shall be borne solely by the Secured Parties of such Class of Pari Passu Payment Lien IndebtednessObligations, and the rights of the Secured Parties of such Class of Pari Passu Payment Lien Indebtedness Obligations (including the right to receive distributions in respect of First Lien Obligations of such Class of Pari Passu Payment Lien Indebtedness Obligations pursuant to Section 2.01(b)) set forth herein shall be modified to the extent necessary so that the results of such Impairment are borne solely by the Secured Parties of such Class. In furtherance of the foregoing, in the event First Lien Obligations of any Class of Pari Passu Payment Lien Indebtedness Obligations shall be subject to an Impairment in the form of an Intervening Lien of any Intervening Creditor, the value of any Shared Collateral or Proceeds that are allocated to such Intervening Creditor shall be deducted solely from the Shared Collateral or Proceeds to be distributed in respect of First Lien Obligations of such Class.
Appears in 1 contract
Impairments. It is the intention of the parties hereto that the Secured Parties of any given Class of Pari Passu Lien Indebtedness (and not the Secured Parties of any other Class of Pari Passu Lien IndebtednessClass) bear the risk of (a) any determination by a court of competent jurisdiction that (i) any First Lien Obligations of such Class of Pari Passu Lien Indebtedness are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu First Lien IndebtednessObligations of any other Class), (ii) the Secured Parties any First Lien Obligations of such Class of Pari Passu Lien Indebtedness do not have a valid and perfected Lien on any of the Collateral securing any First Lien Obligations of any other Class of Pari Passu Lien Indebtedness and/or (iii) any Person (other than any Collateral Agent Authorized Representative or any Secured Party) has a Lien on any Shared Collateral that is senior in priority to the Lien on such Shared Collateral securing First Lien Obligations of such Class of Pari Passu Lien IndebtednessClass, but junior to the Lien on such Shared Collateral securing any other class of Priority Payment First Lien Obligations or Pari Passu Lien Indebtedness of any other Class (any such Lien being referred to as an “Intervening Lien”, and any such Person being referred to as an “Intervening Creditor”), or (b) (the existence of any condition Collateral securing First Lien Obligations of any other Class that does not constitute Shared Collateral with respect to First Lien Obligations of such Class (any condition referred to in clause (a) or (b) with respect to First Lien Obligations of Pari Passu Lien Indebtedness such Class being referred to as an “Impairment” of such Class); provided that the existence of any limitation on the maximum claim that may be made against any Mortgaged Property that applies to First Lien Obligations of all Classes shall not be deemed to be an Impairment of First Lien Obligations of any Class. In the event an Impairment exists with respect to First Lien Obligations of any Class of Pari Passu Lien IndebtednessClass, the results of such Impairment shall be borne solely by the Secured Parties of such Class of Pari Passu Lien IndebtednessClass, and the rights of the Secured Parties of such Class of Pari Passu Lien Indebtedness (including the right to receive distributions in respect of First Lien Obligations of such Class of Pari Passu Lien Indebtedness pursuant to Section 2.01(b)) set forth herein shall be modified to the extent necessary so that the results of such Impairment are borne solely by the Secured Parties of such Class. In furtherance of the foregoing, in the event First Lien Obligations of any Class of Pari Passu Lien Indebtedness shall be subject to an Impairment in the form of an Intervening Lien of any Intervening Creditor, the value of any Shared Collateral or Proceeds that are allocated to such Intervening Creditor shall be deducted solely from the Shared Collateral or Proceeds to be distributed in respect of First Lien Obligations of such Class. In addition, in the event the First Lien Obligations of any Class are modified pursuant to applicable law (including pursuant to Section 1129 of the Bankruptcy Code or any equivalent provision of, or order granted pursuant to, any other Bankruptcy Law), any reference to the First Lien Obligations of such Class or the First Lien Documents of such Class shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Impairments. It is the intention of the parties hereto that the Secured Parties of any given Class of Pari Passu First Lien Indebtedness Obligations (and not the Secured Parties of any other Class of Pari Passu First Lien IndebtednessObligations) bear the risk of any determination by a court of competent jurisdiction that (i) any First Lien Obligations of such Class of Pari Passu First Lien Indebtedness Obligations are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu First Lien IndebtednessObligations), (ii) the Secured Parties of such Class of Pari Passu First Lien Indebtedness Obligations do not have a valid and perfected Lien on any of the Collateral securing any First Lien Obligations of any other Class of Pari Passu First Lien Indebtedness Obligations and/or (iii) any Person (other than any Collateral Agent or Secured Party) has a Lien on any Shared Collateral that is senior in priority to the Lien on such Shared Collateral securing First Lien Obligations of such Class of Pari Passu First Lien IndebtednessObligations, but junior to the Lien on such Shared Collateral securing any other class Class of Priority Payment First Lien Obligations or Pari Passu Lien Indebtedness (any such Lien being referred to as an “Intervening Lien”, and any such Person being referred to as an “Intervening Creditor”) (any condition with respect to First Lien Obligations of such Class of Pari Passu First Lien Indebtedness Obligations being referred to as an “Impairment” of such Class); provided that the existence of a maximum claim with respect to any real property subject to a mortgage that applies to all First Lien Obligations shall not be deemed to be an Impairment of any Class of First Lien Obligations. In the event an Impairment exists with respect to First Lien Obligations of any Class of Pari Passu Lien IndebtednessClass, the results of such Impairment shall be borne solely by the Secured Parties of such Class of Pari Passu First Lien IndebtednessObligations, and the rights of the Secured Parties of such Class of Pari Passu First Lien Indebtedness Obligations (including the right to receive distributions in respect of First Lien Obligations of such Class of Pari Passu First Lien Indebtedness Obligations pursuant to Section 2.01(b)) set forth herein shall be modified to the extent necessary so that the results of such Impairment are borne solely by the Secured Parties of such Class. In furtherance of the foregoing, in the event First Lien Obligations of any Class of Pari Passu First Lien Indebtedness Obligations shall be subject to an Impairment in the form of an Intervening Lien of any Intervening Creditor, the value of any Shared Collateral or Proceeds that are allocated to such Intervening Creditor shall be deducted solely from the Shared Collateral or Proceeds to be distributed in respect of First Lien Obligations of such Class.
Appears in 1 contract
Samples: Credit Agreement (Apria, Inc.)
Impairments. It is the intention of the parties hereto that the Secured Parties of any given each Class of Pari Passu Lien Indebtedness (and not the Secured Parties of any the other Class of Pari Passu Lien IndebtednessClass) bear the risk of (a) any determination by a court of competent jurisdiction that (i) any First Lien Secured Obligations of such Class of Pari Passu Lien Indebtedness are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu Lien IndebtednessSecured Obligations of the other Class), (ii) the any Secured Parties Obligations of such Class of Pari Passu Lien Indebtedness do not have a valid and perfected Lien on any of the Collateral securing any First Lien Secured Obligations of any the other Class of Pari Passu Lien Indebtedness and/or or (iii) any Person (other than any Collateral Agent Representative or any Secured Party) has a Lien on any Shared Common Collateral that is senior in priority to the Lien on such Shared Common Collateral securing First Lien any Secured Obligations of such Class of Pari Passu Lien IndebtednessClass, but junior to the Lien on such Shared Common Collateral securing any Secured Obligations of the other class of Priority Payment Lien Obligations or Pari Passu Lien Indebtedness Class (any such Lien being referred to as an “Intervening Lien”, and any such Person being referred to as an “Intervening Creditor”) and (b) the existence of any condition Collateral securing Secured Obligations of the other Class that does not constitute Common Collateral with respect to First Lien any Secured Obligations of such Class (any condition referred to in clause (a) or (b) with respect to the Secured Obligations of Pari Passu Lien Indebtedness such Class being referred to as an “Impairment” of such Class); provided that the existence of any limitation on the maximum claim that may be made against any real property subject to a mortgage that applies to Secured Obligations of both Classes shall not be deemed to be an Impairment of Obligations of either Class. In the event an Impairment exists with respect to First Lien the Secured Obligations of any Class of Pari Passu Lien Indebtednessa Class, the results of such Impairment shall be borne solely by the Secured Parties of such Class of Pari Passu Lien IndebtednessClass, and the rights of the Secured Parties of such Class of Pari Passu Lien Indebtedness (including the right to receive distributions in respect of First Lien the Secured Obligations of such Class of Pari Passu Lien Indebtedness pursuant to Section 2.01(b)the Loan Documents of such Class and in accordance herewith) set forth herein shall be modified to the extent necessary so that the results of such Impairment are borne solely by the Secured Parties of such Class. In furtherance of the foregoing, in the event First Lien the Secured Obligations of any a Class of Pari Passu Lien Indebtedness shall be subject to an Impairment in the form of an Intervening Lien of any Intervening Creditor, the value of any Shared Common Collateral or Proceeds that are allocated to such Intervening Creditor shall be deducted solely from the Shared Common Collateral or Proceeds to be distributed in respect of First Lien the Secured Obligations of such Class. In addition, in the event the Secured Obligations of a Class are modified pursuant to applicable law (including pursuant to Section 1129 of the Bankruptcy Code or any equivalent provision of, or order granted pursuant to, any other bankruptcy law), any reference to the Secured Obligations of such Class or the Loan Documents of such Class shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Samples: Intercreditor Agreement (SAExploration Holdings, Inc.)
Impairments. It is the intention of the parties hereto that the Secured Parties of any given Class of Pari Passu First Lien Indebtedness Obligations (and not the Secured Parties of any other Class of Pari Passu First Lien IndebtednessObligations) bear the risk of any determination by a court of competent jurisdiction that (i) any First Lien Obligations of such Class of Pari Passu First Lien Indebtedness Obligations are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu First Lien IndebtednessObligations), (ii) the Secured Parties of such Class of Pari Passu First Lien Indebtedness Obligations do not have a valid and perfected Lien on any of the Collateral securing any First Lien Obligations of any other Class of Pari Passu First Lien Indebtedness Obligations and/or (iii) any Person (other than any Collateral Agent or Secured Party) has a Lien on any Shared Collateral that is senior in priority to the Lien on such Shared Collateral securing First Lien Obligations of such Class of Pari Passu First Lien IndebtednessObligations, but junior to the Lien on such Shared Collateral securing any other class Class of Priority Payment First Lien Obligations or Pari Passu Lien Indebtedness (any such Lien being referred to as an “Intervening Lien”, and any such Person being referred to as an “Intervening Creditor”) (any condition with respect to First Lien Obligations of such Class of Pari Passu First Lien Indebtedness Obligations being referred to as an “Impairment” of such Class); provided that the existence of a maximum claim with respect to any real property subject to a mortgage that applies to all First Lien Obligations shall not be deemed to be an Impairment of any Class of First Lien Obligations. In the event an Impairment exists with respect to First Lien Obligations of any Class of Pari Passu Lien IndebtednessClass, the results of such Impairment shall be borne solely by the Secured Parties of such Class of Pari Passu First Lien IndebtednessObligations, and the rights of the Secured Parties of such Class of Pari Passu First Lien Indebtedness Obligations (including the right to receive distributions in respect of First Lien Obligations of such Class of Pari Passu First Lien Indebtedness Obligations pursuant to Section 2.01(b)) of this Agreement of this Agreement) set forth herein shall be modified to the extent necessary so that the results of such Impairment are borne solely by the Secured Parties of such Class. In furtherance of the foregoing, in the event First Lien Obligations of any Class of Pari Passu First Lien Indebtedness Obligations shall be subject to an Impairment in the form of an Intervening Lien of any Intervening Creditor, the value of any Shared Collateral or Proceeds that are allocated to such Intervening Creditor shall be deducted solely from the Shared Collateral or Proceeds to be distributed in respect of First Lien Obligations of such Class.
Appears in 1 contract
Impairments. It is the intention of the parties hereto that the Secured Parties of any given Class of Pari Passu Lien Indebtedness (and not the Secured Parties of any other Class of Pari Passu Lien Indebtedness) bear the risk of any determination by a court of competent jurisdiction that (i) any First Lien Obligations of such Class of Pari Passu Lien Indebtedness are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu Lien Indebtedness), (ii) the Secured Parties of such Class of Pari Passu Lien Indebtedness do not have a valid and perfected Lien on any of the Collateral securing any First Lien Obligations of any other Class of Pari Passu Lien Indebtedness and/or (iii) any Person (other than any Collateral Agent or Secured Party) has a Lien on any Shared Collateral that is senior in priority to the Lien on such Shared Collateral securing First Lien Obligations of such Class of Pari Passu Lien Indebtedness, but junior to the Lien on such Shared Collateral securing any other class Class of Priority Payment Lien Obligations or Pari Passu Lien Indebtedness (any such Lien being referred to as an “Intervening Lien”, and any such Person being referred to as an “Intervening Creditor”) (any condition with respect to First Lien Obligations of such Class of Pari Passu Lien Indebtedness being referred to as an “Impairment” of such Class). In the event an Impairment exists with respect to First Lien Obligations of any Class of Pari Passu Lien Indebtedness, the results of such Impairment shall be borne solely by the Secured Parties of such Class of Pari Passu Lien Indebtedness, and the rights of the Secured Parties of such Class of Pari Passu Lien Indebtedness (including the right to receive distributions in respect of First Lien Obligations of such Class of Pari Passu Lien Indebtedness pursuant to Section 2.01(b)) set forth herein shall be modified to the extent necessary so that the results of such Impairment are borne solely by the Secured Parties of such Class. In furtherance of the foregoing, in the event First Lien Obligations of any Class of Pari Passu Lien Indebtedness shall be subject to an Impairment in the form of an Intervening Lien of any Intervening Creditor, the value of any Shared Collateral or Proceeds that are allocated to such Intervening Creditor shall be deducted solely from the Shared Collateral or Proceeds to be distributed in respect of First Lien Obligations of such Class.
Appears in 1 contract
Samples: Intercreditor and Collateral Agency Agreement (Olympic-Cascade Publishing, Inc.)
