Impairments. It is the intention of the parties hereto that the Secured Parties of any given Class of Pari Passu Lien Obligations (and not the Secured Parties of any other Class of Pari Passu Lien Obligations) bear the risk of any determination by a court of competent jurisdiction that (i) any Pari Passu Lien Obligations of such Class of Pari Passu Lien Obligations are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu Lien Obligations), (ii) the Secured Parties of such Class of Pari Passu Lien Obligations do not have a Lien on any of the Collateral securing any Pari Passu Lien Obligations of any other Class of Pari Passu Lien 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 Pari Passu Lien Obligations of such Class of Pari Passu Lien Obligations, but junior to the Lien on such Shared Collateral securing any other Class of Pari Passu Lien 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 Pari Passu Lien Obligations of such Class of Pari Passu Lien 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 Pari Passu Lien Obligations of any Class, the results of such Impairment shall be borne solely by the Secured Parties of such Class of Pari Passu Lien Obligations, and the rights of the Secured Parties of such Class of Pari Passu Lien Obligations (including the right to receive distributions in respect of Pari Passu Lien Obligations of such Class of Pari Passu Lien 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 Pari Passu Lien Obligations of any Class of Pari Passu Lien 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 Pari Passu Lien Obligations of such Class.
Appears in 4 contracts
Samples: Term Loan B Credit Agreement (Vine Resources Inc.), Term Loan Credit Agreement (Vine Resources Inc.), Term Loan Credit Agreement (Vine Resources Inc.)
Impairments. It is the intention of the parties hereto that the Secured Parties of any given Class of Pari Passu Lien Obligations Indebtedness (and not the Secured Parties of any other Class of Pari Passu Lien ObligationsIndebtedness) bear the risk of any determination by a court of competent jurisdiction that (i) any Pari Passu First Lien Obligations of such Class of Pari Passu Lien Obligations Indebtedness are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu Lien ObligationsIndebtedness), (ii) the Secured Parties of such Class of Pari Passu Lien Obligations Indebtedness do not have a valid and perfected Lien on any of the Collateral securing any Pari Passu First Lien Obligations of any other Class of Pari Passu Lien Obligations 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 Pari Passu First Lien Obligations of such Class of Pari Passu Lien ObligationsIndebtedness, but junior to the Lien on such Shared Collateral securing any other Class class of Priority Payment Lien Obligations or Pari Passu Lien Obligations 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 Pari Passu First Lien Obligations of such Class of Pari Passu Lien Obligations Indebtedness 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 Pari Passu First Lien Obligations of any ClassClass 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 ObligationsIndebtedness, and the rights of the Secured Parties of such Class of Pari Passu Lien Obligations Indebtedness (including the right to receive distributions in respect of Pari Passu First Lien Obligations of such Class of Pari Passu Lien Obligations 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 Pari Passu First Lien Obligations of any Class of Pari Passu Lien Obligations 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 Pari Passu First Lien Obligations of such Class.
Appears in 4 contracts
Samples: Intercreditor Agreement (Symbion Inc/Tn), Credit Agreement (American Renal Associates LLC), Intercreditor Agreement (American Renal Associates LLC)
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 Obligations of such Series (and not the First Lien Secured Parties of any other Class of Pari Passu Lien ObligationsSeries) bear the risk of (i) any determination by a court of competent jurisdiction that (ix) any Pari Passu of the First Lien Obligations of such Class of Pari Passu Lien Obligations Series are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu another Series of First Lien Obligations), (iiy) any of the Secured Parties First Lien Obligations of such Class of Pari Passu Lien Obligations Series do not have a Lien on an enforceable security interest in any of the Collateral securing any Pari Passu Lien Obligations other Series of any other Class of Pari Passu First Lien Obligations and/or (iiiz) any Person intervening security interest exists securing any other 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 Pari Passu Series of First Lien Obligations of such Class of Pari Passu Lien Obligations, 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 Pari Passu Lien Obligations 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 Pari Passu any Series of First Lien Obligations of such Class of Pari Passu Lien Obligations being referred to as Obligations, an “Impairment” of such ClassSeries); provided that the existence of a maximum claim with respect to any Material Real Property Estate Asset (as defined in the First Lien Credit Agreement) subject to a mortgage that applies to all Pari Passu First Lien Obligations shall not be deemed to be an Impairment of any Series of Pari Passu First Lien Obligations. In the event an of any Impairment exists with respect to Pari Passu any Series of First Lien Obligations of any ClassObligations, the results of such Impairment shall be borne solely by the Secured Parties holders of such Class Series of Pari Passu First Lien Obligations, and the rights of the Secured Parties holders of such Class Series of Pari Passu First Lien Obligations (including including, without limitation, the right to receive distributions in respect of Pari Passu Lien Obligations such Series of such Class of Pari Passu First Lien 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 of such Class. In furtherance holders of the foregoingSeries of First Lien Obligations subject to such Impairment. Additionally, in the event Pari Passu the First Lien Obligations of any Class Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of Pari Passu the Bankruptcy Code or any other provision of any Bankruptcy Law), any reference to such First Lien Obligations or the First Lien Security Documents governing such First Lien 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 Pari Passu Lien Obligations of such Classdocuments as so modified.
Appears in 3 contracts
Samples: Term Loan Credit Agreement (Claros Mortgage Trust, Inc.), First Lien Intercreditor Agreement (Blackstone Mortgage Trust, Inc.), Term Loan Credit Agreement (Claros Mortgage Trust, 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 Obligations of such Series (and not the Pari Passu Secured Parties of any other Class of Pari Passu Lien ObligationsSeries) bear the risk of (a) any determination by a court of competent jurisdiction that (ix) any of the Pari Passu Lien Obligations of such Class of Pari Passu Lien Obligations Series are unenforceable under applicable law or are subordinated to any other obligations obligations, (other than to y) any of the Pari Passu Lien Obligations), (ii) the Secured Parties Obligations of such Class of Pari Passu Lien Obligations Series do not have a Lien on an enforceable security interest in any of the Collateral securing any Pari Passu Lien Obligations of any other Class Series of Pari Passu Lien 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 Pari Passu Lien Obligations of such Class another Series of Pari Passu Lien Obligations, ) on a basis ranking prior to the security interest of such Series of Pari Passu Obligations but junior to the Lien on such Shared Collateral securing security interest of any other Class Series of Pari Passu Lien Obligations or (b) the existence of any Collateral for any other Series of Pari Passu Obligations that is not 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 (a) or (any condition b) with respect to Pari Passu Lien Obligations of such Class any Series of Pari Passu Lien Obligations being referred to as Obligations, an “Impairment” of such ClassSeries); provided that . In the existence event of a maximum claim any Impairment 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 Pari Passu Lien Obligations of any Class, the results of such Impairment shall be borne solely by the Secured Parties holders of such Class Series of Pari Passu Lien Obligations, and the rights of the Secured Parties holders of such Class Series of Pari Passu Lien Obligations (including including, without limitation, the right to receive distributions in respect of Pari Passu Lien Obligations of such Class Series of Pari Passu Lien 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 the Pari Passu Lien Obligations of any Class Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Pari Passu Lien Obligations or the Indenture, Pari Passu Security Documents or Additional Pari Passu Documents, as applicable, 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 Pari Passu Lien Obligations of such Classdocuments as so modified.
Appears in 3 contracts
Samples: Indenture (Oppenheimer Holdings Inc), Indenture (Oppenheimer Holdings Inc), Indenture (Oppenheimer 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 Obligations of such Series (and not the First Lien Secured Parties of any other Class of Pari Passu Lien ObligationsSeries) bear the risk of (i) any determination by a court of competent jurisdiction that (ix) any Pari Passu of the First Lien Obligations of such Class of Pari Passu Lien Obligations Series are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu another Series of First Lien Obligations), (iiy) any of the Secured Parties First Lien Obligations of such Class of Pari Passu Lien Obligations Series do not have a Lien on an enforceable security interest in any of the Collateral securing any Pari Passu Lien Obligations other Series of any other Class of Pari Passu First Lien Obligations and/or (iiiz) any Person intervening security interest exists securing any other 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 Pari Passu Series of First Lien Obligations of such Class of Pari Passu Lien Obligations, 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 Pari Passu Lien Obligations 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 Pari Passu any Series of First Lien Obligations of such Class of Pari Passu Lien Obligations being referred to as Obligations, an “Impairment” of such ClassSeries); provided that the existence of a maximum claim with respect to any Material Real Property (as defined in the Credit Agreement) property subject to a mortgage that applies to all Pari Passu First Lien Obligations shall not be deemed to be an Impairment of any Series of Pari Passu First Lien Obligations. In the event an of any Impairment exists with respect to Pari Passu any Series of First Lien Obligations of any ClassObligations, the results of such Impairment shall be borne solely by the Secured Parties holders of such Class Series of Pari Passu First Lien Obligations, and the rights of the Secured Parties holders of such Class Series of Pari Passu First Lien Obligations (including including, without limitation, the right to receive distributions in respect of Pari Passu Lien Obligations such Series of such Class of Pari Passu First Lien 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 ClassFirst Lien Obligations subject to such Impairment. In furtherance of the foregoingAdditionally, in the event Pari Passu the First Lien Obligations of any Class Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of Pari Passu the Bankruptcy Code), any reference to such First Lien Obligations or the First Lien Security Documents governing such First Lien 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 Pari Passu Lien Obligations of such Classdocuments as so modified.
Appears in 3 contracts
Samples: First Lien Intercreditor Agreement (DISH Network CORP), Indenture Agreement (DISH Network CORP), Indenture (DISH Network CORP)
Impairments. It is the intention of the parties hereto that the Pari Term Loan Debt Secured Parties of any given Class each Series that the holders of Pari Passu Lien Term Loan Debt Obligations of such Series (and not the Pari Term Loan Debt Secured Parties of any other Class of Pari Passu Lien ObligationsSeries) bear the risk of (i) any determination by a court of competent jurisdiction that (ix) any of the Pari Passu Lien Term Loan Debt Obligations of such Class of Pari Passu Lien Obligations Series are unenforceable under applicable law or are subordinated to any other obligations (other than to any another Series of Pari Passu Lien Term Loan Debt Obligations), (iiy) any of the Secured Parties Pari Term Loan Debt Obligations of such Class of Pari Passu Lien Obligations Series do not have a Lien on an enforceable security interest in any of the Collateral securing any Pari Passu Lien Obligations of any other Class Series of Pari Passu Lien Term Loan Debt Obligations and/or (iiiz) any Person intervening security interest exists securing any other obligations (other than any Collateral Agent or Secured Partyanother Series of Pari Term Loan Debt Obligations) has on a Lien on any Shared Collateral that is senior in priority basis ranking prior to the Lien on such Shared Collateral securing Pari Passu Lien Obligations security interest of such Class Series of Pari Passu Lien Obligations, Term Loan Debt Obligations but junior to the Lien on such security interest of any other Series of Pari Term Loan Debt Obligations or (ii) the existence of any Collateral for any other Series of Pari Term Loan Debt Obligations that is not Shared Collateral securing any other Class of Pari Passu Lien Obligations (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 clause (i) or (any condition ii) with respect to Pari Passu Lien Obligations of such Class any Series of Pari Passu Lien Obligations being referred to as Term Loan Debt Obligations, an “Impairment” of such ClassSeries); provided that . In the existence event of a maximum claim any Impairment 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 Term Loan Debt Obligations. In the event an Impairment exists with respect to Pari Passu Lien Obligations of any Class, the results of such Impairment shall be borne solely by the Secured Parties holders of such Class Series of Pari Passu Lien Term Loan Debt Obligations, and the rights of the Secured Parties holders of such Class Series of Pari Passu Lien Term Loan Debt Obligations (including including, without limitation, the right to receive distributions in respect of Pari Passu Lien Obligations of such Class Series of Pari Passu Lien Term Loan Debt 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 Term Loan Debt Obligations subject to such Impairment. In furtherance of the foregoingAdditionally, in the event the Pari Passu Lien Term Loan Debt Obligations of any Class Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Pari Passu Lien Term Loan Debt Documents or the Pari Term Loan Debt Obligations governing such Pari Term Loan Debt 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 Pari Passu Lien Obligations of such Classdocuments as so modified.
Appears in 3 contracts
Samples: Second Lien Term Credit Agreement (JOANN Inc.), Credit Agreement (Jo-Ann Stores Holdings Inc.), Credit Agreement (Nexeo Solutions Finance Corp)
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 Obligations of such Series (and not the Pari Passu Secured Parties of any other Class of Pari Passu Lien ObligationsSeries) bear the risk of (i) any determination by a court of competent jurisdiction that (ix) any of the Pari Passu Lien Obligations of such Class of Pari Passu Lien Obligations Series are unenforceable under applicable law or are subordinated to any other obligations (other than to any another Series of Pari Passu Lien Obligations), (iiy) any of the Secured Parties Pari Passu Obligations of such Class of Pari Passu Lien Obligations Series do not have a Lien on an enforceable security interest in any of the Collateral securing any Pari Passu Lien Obligations of any other Class Series of Pari Passu Lien 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 Pari Passu Lien Obligations of such Class another Series of Pari Passu Lien Obligations, ) on a basis ranking prior to the security interest of such Series of Pari Passu Obligations but junior to the Lien on such Shared Collateral securing security interest of any other Class Series of Pari Passu Lien Obligations or (ii) the existence of any Collateral for any other Series of Pari Passu 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 Pari Passu Lien Obligations of such Class any Series of Pari Passu Lien Obligations being referred to as Obligations, an “Impairment” of such ClassSeries); provided that the existence of a maximum claim with respect to any Material Real Property (as defined fee interest in the Credit Agreement) real property 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 of any Impairment exists with respect to any Series of Pari Passu Lien Obligations of any ClassObligations, the results of such Impairment shall be borne solely by the Secured Parties holders of such Class Series of Pari Passu Lien Obligations, and the rights of the Secured Parties holders of such Class Series of Pari Passu Lien Obligations (including including, without limitation, the right to receive distributions in respect of Pari Passu Lien Obligations of such Class Series of Pari Passu Lien 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 the Pari Passu Lien 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 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 Pari Passu Lien Obligations of such Classdocuments as so modified.
Appears in 3 contracts
Samples: Credit 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 Second Lien Claimholders of any given Class of Pari Passu Second Lien Obligations (and not the Secured Parties Second Lien Claimholders of any other Class of Pari Passu Second Lien Obligations) bear the risk of any determination by a court of competent jurisdiction that (i) any Pari Passu Second Lien Obligations of such Class of Pari Passu Second Lien Obligations are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu another Class of Second Lien Obligations), (ii) the Secured Parties Second Lien Claimholders of such Class of Pari Passu Second Lien Obligations do not have a valid and perfected Lien on any of the Collateral securing any Pari Passu Second Lien Obligations of any other Class of Pari Passu Second Lien 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 Pari Passu Second Lien Obligations of such Class of Pari Passu Second Lien Obligations, but junior to the Lien on such Shared Collateral securing any other Class of Pari Passu Second Lien 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 Pari Passu Second Lien Obligations of such Class of Pari Passu Second Lien 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) real property subject to a mortgage that applies to all Pari Passu Second Lien Obligations shall not be deemed to be an Impairment of any Series Class of Pari Passu Second Lien Obligations. In the event an Impairment exists with respect to Pari Passu Second Lien Obligations of any Class, the results of such Impairment shall be borne solely by the Secured Parties Second Lien Claimholders of such Class of Pari Passu Second Lien Obligations, and the rights of the Secured Parties Second Lien Claimholders of such Class of Pari Passu Second Lien Obligations (including the right to receive distributions in respect of Pari Passu Second Lien Obligations of such Class of Pari Passu Second Lien 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 Pari Passu Second Lien Obligations of any Class of Pari Passu Second Lien 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 Pari Passu 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), Indenture (Summit Midstream Partners, LP)
Impairments. It is the intention of the parties hereto that the Secured Parties of any given Class of Pari Passu First Lien Obligations (and not the Secured Parties of any other Class of Pari Passu First Lien Obligations) bear the risk of any determination by a court of competent jurisdiction that (i) any Pari Passu First Lien Obligations of such Class of Pari Passu First Lien Obligations are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu First Lien Obligations), (ii) the Secured Parties of such Class of Pari Passu First Lien Obligations do not have a Lien on any of the Collateral securing any Pari Passu First Lien Obligations of any other Class of Pari Passu First Lien 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 Pari Passu First Lien Obligations of such Class of Pari Passu First Lien Obligations, but junior to the Lien on such Shared Collateral securing any other Class of Pari Passu First Lien 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 Pari Passu First Lien Obligations of such Class of Pari Passu First Lien 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 First Lien Obligations shall not be deemed to be an Impairment of any Series of Pari Passu First Lien Obligations. In the event an Impairment exists with respect to Pari Passu First Lien Obligations of any Class, the results of such Impairment shall be borne solely by the Secured Parties of such Class of Pari Passu First Lien Obligations, and the rights of the Secured Parties of such Class of Pari Passu First Lien Obligations (including the right to receive distributions in respect of Pari Passu First Lien Obligations of such Class of Pari Passu First Lien 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 Pari Passu First Lien Obligations of any Class of Pari Passu First Lien 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 Pari Passu 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 Obligations (and not the Secured Parties of any other Class of Pari Passu First Lien Obligations) bear the risk of any determination by a court of competent jurisdiction that (i) any Pari Passu First Lien Obligations of such Class of Pari Passu First Lien Obligations are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu First Lien Obligations), (ii) the Secured Parties of such Class of Pari Passu First Lien Obligations do not have a Lien on any of the Collateral securing any Pari Passu First Lien Obligations of any other Class of Pari Passu First Lien 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 Pari Passu First Lien Obligations of such Class of Pari Passu First Lien Obligations, but junior to the Lien on such Shared Collateral securing any other Class of Pari Passu First Lien 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 Pari Passu First Lien Obligations of such Class of Pari Passu First Lien 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 Pari Passu First Lien Obligations of any Class, the results of such Impairment shall be borne solely by the Secured Parties of such Class of Pari Passu First Lien Obligations, and the rights of the Secured Parties of such Class of Pari Passu First Lien Obligations (including the right to receive distributions in respect of Pari Passu First Lien Obligations of such Class of Pari Passu First Lien 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 Pari Passu First Lien Obligations of any Class of Pari Passu First Lien 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 Pari Passu First Lien Obligations of such Class.
Appears in 2 contracts
Samples: Credit 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 Obligations such Series (and not the Secured Senior Subordinated Priority Parties of any other Class of Pari Passu Lien ObligationsSeries) bear the risk of (i) any determination by a court of competent jurisdiction that (ix) any Pari Passu Lien of the Senior Subordinated Priority Debt Obligations of such Class of Pari Passu Lien Obligations Series are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu Lien another 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 Obligations Series do not have a Lien on an enforceable security interest in any of the Collateral securing any Pari Passu Lien Obligations of any other Class of Pari Passu Lien 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 Pari Passu Lien Obligations of such Class of Pari Passu Lien Obligations, but junior to the Lien on such Senior Subordinated Priority Shared Collateral securing any other Class Series of Pari Passu Lien Senior Subordinated Priority 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 (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 Pari Passu Lien Obligations any Series of such Class of Pari Passu Lien Obligations being referred to as Senior Subordinated Priority Debt Obligations, an “Impairment” of such ClassSeries); provided provided, that the existence of a maximum claim with respect to any Material Real Property (as defined in the Credit Agreement) real property subject to a mortgage that which applies to all Pari Passu Lien Senior Subordinated Priority Debt Obligations shall not be deemed to be an Impairment of any Series of Pari Passu Lien Senior Subordinated Priority Debt Obligations. In the event an of any Impairment exists with respect to Pari Passu Lien Obligations any Series of any ClassSenior 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 Senior Subordinated Priority Debt Obligations, and the rights of the Secured Parties holders of such Class Series of Pari Passu Lien Senior Subordinated Priority Debt Obligations (including including, without limitation, the right to receive distributions in respect of Pari Passu Lien Obligations such Series of such Class of Pari Passu Lien Senior Subordinated Priority Debt Obligations 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 Pari Passu 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 the Bankruptcy Code), any reference to such Senior Subordinated Priority Debt Obligations or the Senior Subordinated Priority Collateral Documents governing such Senior Subordinated Priority Debt 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 Pari Passu 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 Pari Passu-Lien Secured Parties of any given Class each Series that the holders of Pari Passu Passu-Lien Obligations of such Series (and not the Pari Passu-Lien Secured Parties of any other Class of Pari Passu Lien ObligationsSeries) bear the risk of (i) any determination by a court of competent jurisdiction that (ix) any of the Pari Passu Passu-Lien Obligations of such Class of Pari Passu Lien Obligations Series are unenforceable under applicable law or are subordinated to any other obligations (other than to any another Series of Pari Passu Passu-Lien Obligations), (iiy) any of the Secured Parties Pari Passu-Lien Obligations of such Class of Pari Passu Lien Obligations Series do not have a Lien on an enforceable security interest in any of the Collateral securing any Pari Passu Lien Obligations of any other Class Series of Pari Passu Passu-Lien Obligations and/or (iiiz) any Person intervening security interest exists securing any other obligations (other than any Collateral Agent or Secured Partyanother Series of Pari Passu-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 Pari Passu Passu-Lien Obligations of such Class of Pari Passu Lien Obligations, but junior to the security interest of any other Series of Pari Passu-Lien on such Obligations or (ii) the existence of any Collateral for any other Series of Pari Passu-Lien Obligations that is not Shared Collateral securing any other Class of Pari Passu Lien Obligations 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 Pari Passu Lien Obligations of such Class any Series of Pari Passu Passu-Lien Obligations being referred to as Obligations, an “Impairment” of such ClassSeries); provided that the existence of a maximum claim with respect to any Material Real Property (as defined in the Credit Agreement) real property subject to a mortgage that applies to all Pari Passu Passu-Lien Obligations shall not be deemed to be an Impairment of any Series of Pari Passu Passu-Lien Obligations. In the event an of any Impairment exists with respect to any Series of Pari Passu Passu-Lien Obligations of any ClassObligations, the results of such Impairment shall be borne solely by the Secured Parties holders of such Class Series of Pari Passu Passu-Lien Obligations, and the rights of the Secured Parties holders of such Class Series of Pari Passu Passu-Lien Obligations (including including, without limitation, the right to receive distributions in respect of Pari Passu Lien Obligations of such Class Series of Pari Passu Passu-Lien 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-Lien Obligations subject to such Impairment. In furtherance of the foregoingAdditionally, in the event the Pari Passu Passu-Lien Obligations of any Class Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Pari Passu Passu-Lien Obligations or the Pari Passu-Lien Security Documents governing such Pari Passu-Lien 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 Pari Passu Lien Obligations of such Classdocuments as so modified.
Appears in 2 contracts
Samples: Supplemental Indenture (Centrus Energy Corp), Pari Passu Lien Intercreditor Agreement (Centrus Energy Corp)
Impairments. It is the intention of the parties hereto that the Secured Parties of any given each Class of Pari Passu Lien Obligations (and not the Secured Parties of any other Class of Pari Passu Lien ObligationsClass) bear the risk of (a) any determination by a court of competent jurisdiction that (i) any Pari Passu Lien Obligations of such Class of Pari Passu Lien Obligations are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu Lien ObligationsObligations of any other Class), (ii) the Secured Parties of such Class of any Pari Passu Lien Obligations of such Class do not have a valid and perfected Lien on any of the Collateral securing any Pari Passu Lien Obligations of any other Class of Pari Passu Lien Obligations 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 Pari Passu Lien Obligations of such Class of Pari Passu Lien ObligationsClass, but junior to the Lien on such Shared Collateral securing any other Class of Pari Passu Lien 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 Pari Passu Lien Obligations of such Class of (any condition referred to in clause (a) or (b) with respect to Pari Passu Lien Obligations of such Class being referred to as an “Impairment” of such Class); provided that the existence of a any limitation on the maximum claim with respect to that may be made against any Material Real Mortgaged Property (as defined in the Credit Agreement) subject to a mortgage that applies to all Pari Passu Lien Obligations of all Classes shall not be deemed to be an Impairment of any Series of Pari Passu Lien ObligationsObligations of any Class. In the event an Impairment exists with respect to Pari Passu Lien Obligations of any Class, the results of such Impairment shall be borne solely by the Secured Parties of such Class of Pari Passu Lien ObligationsClass, and the rights of the Secured Parties of such Class of Pari Passu Lien Obligations (including the right to receive distributions in respect of Pari Passu Lien Obligations of such Class of Pari Passu Lien 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 Pari Passu Lien Obligations of any Class of Pari Passu Lien 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 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: Indenture (MICROSTRATEGY Inc), Indenture (CPI Card Group 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 Obligations of such Series (and not the Pari Passu Secured Parties of any other Class of Pari Passu Lien ObligationsSeries) bear the risk of (i) any determination by a court of competent jurisdiction that (ix) any of the Pari Passu Lien Obligations of such Class of Pari Passu Lien Obligations Series are unenforceable under applicable law or are subordinated to any other obligations (other than to any another Series of Pari Passu Lien Obligations), (iiy) any of the Secured Parties Pari Passu Obligations of such Class of Pari Passu Lien Obligations Series do not have a Lien on an enforceable security interest in any of the Collateral securing any Pari Passu Lien Obligations of any other Class Series of Pari Passu Lien 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 Pari Passu Lien Obligations of such Class another Series of Pari Passu Lien Obligations, ) on a basis ranking prior to the security interest of such Series of Pari Passu Obligations but junior to the Lien on such Shared Collateral securing security interest of any other Class Series of Pari Passu Lien Obligations or (ii) the existence of any Collateral for any other Series of Pari Passu Obligations that is not 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 Pari Passu Lien Obligations of such Class any Series of Pari Passu Lien Obligations being referred to as Obligations, an “Impairment” of such ClassSeries); provided that . In the existence event of a maximum claim any Impairment 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 Pari Passu Lien Obligations of any Class, the results of such Impairment shall be borne solely by the Secured Parties holders of such Class Series of Pari Passu Lien Obligations, and the rights of the Secured Parties holders of such Class Series of Pari Passu Lien Obligations (including including, without limitation, the right to receive distributions in respect of Pari Passu Lien Obligations of such Class Series of Pari Passu Lien 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 the Pari Passu Lien Obligations of any Class Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Pari Passu Lien Obligations or the Pari Passu 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 Pari Passu Lien Obligations of such Classdocuments as so modified.
Appears in 2 contracts
Samples: Credit Agreement (Costar Group Inc), Credit Agreement (Costar Group Inc)
Impairments. It is the intention of the parties hereto that the Senior Lien Secured Parties of any given Class each Series that the holders of Pari Passu Senior Lien Obligations of such Series (and not the Senior Lien Secured Parties of any other Class of Pari Passu Lien ObligationsSeries) bear the risk of (i) any determination by a court of competent jurisdiction that (ix) any Pari Passu of the Senior Lien Obligations of such Class of Pari Passu Lien Obligations Series are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu another Series of Senior Lien Obligations), (iiy) any of the Secured Parties Senior Lien Obligations of such Class of Pari Passu Lien Obligations do Series does not have a Lien on an enforceable security interest in any of the Collateral securing any Pari Passu Lien Obligations other Series of any other Class of Pari Passu Senior Lien Obligations and/or (iiiz) any Person intervening security interest exists securing any other obligations (other than any Collateral Agent or Secured Partyanother Series of Senior 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 Pari Passu Series of Senior Lien Obligations of such Class of Pari Passu Lien Obligations, but junior to the security interest of any other Series of Senior Lien on such Obligations or (ii) the existence of any Collateral for any other Series of Senior Lien Obligations that is not Shared Collateral securing any other Class of Pari Passu Lien Obligations (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 Pari Passu any Series of Senior Lien Obligations of such Class of Pari Passu Lien Obligations being referred to as Obligations, an “Impairment” of such ClassSeries); provided that . In the existence event of a maximum claim any Impairment 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 Senior Lien Obligations. In the event an Impairment exists with respect to Pari Passu Lien Obligations of any Class, the results of such Impairment shall be borne solely by the Secured Parties holders of such Class Series of Pari Passu Senior Lien Obligations, and the rights of the Secured Parties holders of such Class Series of Pari Passu Senior Lien Obligations (including including, without limitation, the right to receive distributions in respect of Pari Passu Lien Obligations such Series of such Class of Pari Passu Senior Lien 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 ClassSenior Lien Obligations subject to such Impairment. In furtherance of the foregoingAdditionally, in the event Pari Passu the Senior Lien Obligations of any Class Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of Pari Passu the Bankruptcy Code), any reference to such Senior Lien Obligations or the Senior Lien Documents governing such Senior Lien 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 Pari Passu Lien Obligations of such Classdocuments as so modified.
Appears in 2 contracts
Samples: Credit Agreement (Herbalife Ltd.), Senior Lien Term Loan Credit Agreement (Forterra, 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 Obligations of such Series (and not the Pari Passu Secured Parties of any other Class of Pari Passu Lien ObligationsSeries) bear the risk of (i) any determination by a court of competent jurisdiction that (ix) any of the Pari Passu Lien Obligations of such Class of Pari Passu Lien Obligations Series are unenforceable under applicable law or are subordinated to any other obligations (other than to any another Series of Pari Passu Lien Obligations), (iiy) any of the Secured Parties Pari Passu Obligations of such Class of Pari Passu Lien Obligations Series do not have a Lien on an enforceable security interest in any of the Collateral securing any Pari Passu Lien Obligations of any other Class Series of Pari Passu Lien 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 Pari Passu Lien Obligations of such Class another Series of Pari Passu Lien Obligations, ) on a basis ranking prior to the security interest of such Series of Pari Passu Obligations but junior to the Lien on such Shared Collateral securing security interest of any other Class Series of Pari Passu Lien Obligations or (ii) the existence of any Collateral for any other Series of Pari Passu 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 Pari Passu Lien Obligations of such Class any Series of Pari Passu Lien Obligations being referred to as Obligations, an “Impairment” of such ClassSeries); provided that the existence of a maximum claim with respect to any Material Real Property Estate Asset (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 of any Impairment exists with respect to any Series of Pari Passu Lien Obligations of any ClassObligations, the results of such Impairment shall be borne solely by the Secured Parties holders of such Class Series of Pari Passu Lien Obligations, and the rights of the Secured Parties holders of such Class Series of Pari Passu Lien Obligations (including including, without limitation, the right to receive distributions in respect of Pari Passu Lien Obligations of such Class Series of Pari Passu Lien 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 the Pari Passu Lien 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 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 Pari Passu Lien Obligations of such Classdocuments as so modified.
Appears in 2 contracts
Samples: Credit Agreement (INC Research Holdings, Inc.), First Lien Credit Agreement (Cotiviti Holdings, Inc.)
Impairments. It is the intention of the parties hereto that the Secured Parties of any given Class of Pari Passu First Lien Obligations (and not the Secured Parties of any other Class of Pari Passu First Lien Obligations) bear the risk of any determination by a court of competent jurisdiction that (i) any Pari Passu First Lien Obligations of such Class of Pari Passu First Lien Obligations are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu First Lien Obligations), (ii) the Secured Parties of such Class of Pari Passu First Lien Obligations do not have a Lien on any of the Collateral securing any Pari Passu First Lien Obligations of any other Class of Pari Passu First Lien 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 Pari Passu First Lien Obligations of such Class of Pari Passu First Lien Obligations, but junior to the Lien on such Shared Collateral securing any other Class of Pari Passu First Lien 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 Pari Passu First Lien Obligations of such Class of Pari Passu First Lien 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) real property subject to a mortgage that applies to all Pari Passu First Lien Obligations shall not be deemed to be an Impairment of any Series Class of Pari Passu First Lien Obligations. In the event an Impairment exists with respect to Pari Passu First Lien Obligations of any Class, the results of such Impairment shall be borne solely by the Secured Parties of such Class of Pari Passu First Lien Obligations, and the rights of the Secured Parties of such Class of Pari Passu First Lien Obligations (including the right to receive distributions in respect of Pari Passu First Lien Obligations of such Class of Pari Passu First Lien 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 Pari Passu First Lien Obligations of any Class of Pari Passu First Lien 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 Pari Passu First Lien Obligations of such Class.
Appears in 2 contracts
Samples: Credit Agreement (Apria, Inc.), Credit Agreement (Apria, Inc.)
Impairments. It is the intention of the parties hereto that the Senior Priority Secured Parties of any given Class each Series that the holders of Pari Passu Lien Senior Priority Obligations of such Series (and not the Senior Priority Secured Parties of any other Class of Pari Passu Lien ObligationsSeries) bear the risk of (i) any determination by a court of competent jurisdiction that (ix) any Pari Passu Lien of the Senior Priority Obligations of such Class of Pari Passu Lien Obligations Series are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu Lien another Series of Senior Priority Obligations), (iiy) any of the Secured Parties Senior Priority Obligations of such Class of Pari Passu Lien Obligations Series do not have a Lien on an enforceable security interest in any of the Senior Priority Collateral securing any Pari Passu Lien Obligations other Series of any other Class of Pari Passu Lien Senior Priority Obligations and/or (iiiz) any Person intervening security interest exists securing any other obligations (other than any Collateral Agent or Secured Partyanother Series of Senior Priority Obligations) has on a Lien on any Shared Collateral that is senior in priority basis ranking prior to the Lien on such Shared Collateral securing Pari Passu Lien Obligations security interest of such Class Series of Pari Passu Lien Obligations, Senior Priority Obligations but junior to the Lien on such security interest of any other Series of Senior Priority Obligations or (ii) the existence of any Senior Priority Collateral for any other Series of Senior Priority Obligations that is not Senior Priority Shared Collateral securing any other Class of Pari Passu Lien Obligations (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 Pari Passu Lien Obligations any Series of such Class of Pari Passu Lien Obligations being referred to as Senior Priority Obligations, an “Impairment” of such ClassSeries); provided provided, that the existence of a maximum claim with respect to any Material Real Property (as defined in the Credit Agreement) real property subject to a mortgage that which applies to all Pari Passu Lien Senior Priority Obligations shall not be deemed to be an Impairment of any Series of Pari Passu Lien Senior Priority Obligations. In the event an of any Impairment exists with respect to Pari Passu Lien Obligations any Series of any ClassSenior Priority Obligations, the results of such Impairment shall be borne solely by the Secured Parties holders of such Class Series of Pari Passu Lien Senior Priority Obligations, and the rights of the Secured Parties holders of such Class Series of Pari Passu Lien Senior Priority Obligations (including including, without limitation, the right to receive distributions in respect of Pari Passu Lien Obligations such Series of such Class of Pari Passu Lien Senior Priority Obligations pursuant to Section 2.01(b)Sections 4.01 and 12.01) 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 Priority Obligations subject to such Impairment. In furtherance of the foregoingAdditionally, in the event Pari Passu Lien the Senior Priority Obligations of any Class Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of Pari Passu Lien the Bankruptcy Code), any reference to such Senior Priority Obligations or the Senior Priority Collateral Documents governing such Senior Priority 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 Pari Passu 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 Pari Passu Secured Parties of any given Class each Series that the holders of Pari Passu Lien Obligations of such Series (and not the Pari Passu Secured Parties of any other Class of Pari Passu Lien ObligationsSeries) bear the risk of (a) any determination by a court of competent jurisdiction that (ix) any of the Pari Passu Lien Obligations of such Class of Pari Passu Lien Obligations Series are unenforceable under applicable law or are subordinated to any other obligations (other than to any another Series of Pari Passu Lien Obligations), (iiy) any of the Secured Parties Pari Passu Obligations of such Class of Pari Passu Lien Obligations Series do not have a Lien on an enforceable security interest in any of the Collateral securing any Pari Passu Lien Obligations of any other Class Series of Pari Passu Lien 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 Pari Passu Lien Obligations of such Class another Series of Pari Passu Lien Obligations, ) on a basis ranking prior to the security interest of such Series of Pari Passu Obligations but junior to the Lien on such Shared Collateral securing security interest of any other Class Series of Pari Passu Lien Obligations or (b) the existence of any Collateral for any other Series of Pari Passu Obligations that is not 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 (a) or (any condition b) with respect to Pari Passu Lien Obligations of such Class any Series of Pari Passu Lien Obligations being referred to as Obligations, an “Impairment” of such ClassSeries); provided that . In the existence event of a maximum claim any Impairment 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 Pari Passu Lien Obligations of any Class, the results of such Impairment shall be borne solely by the Secured Parties holders of such Class Series of Pari Passu Lien Obligations, and the rights of the Secured Parties holders of such Class Series of Pari Passu Lien Obligations (including including, without limitation, the right to receive distributions in respect of Pari Passu Lien Obligations of such Class Series of Pari Passu Lien Obligations pursuant to Section 2.01(b)11.01) 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 the Pari Passu Lien Obligations of any Class Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Pari Passu Lien Obligations or the Pari Passu 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 Pari Passu Lien Obligations of such Classdocuments 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 Obligations (and not the Secured Parties of any other Class of Pari Passu Lien ObligationsClass) bear the risk of (a) any determination by a court of competent jurisdiction that (i) any Pari Passu First Lien Obligations of such Class of Pari Passu Lien Obligations are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu First Lien Obligations), (ii) the Secured Parties any First Lien Obligations of such Class of Pari Passu Lien Obligations do not have a valid and perfected Lien on any of the Collateral securing any Pari Passu First Lien Obligations of any other Class of Pari Passu Lien 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 Pari Passu First Lien Obligations of such Class of Pari Passu Lien ObligationsClass, but junior to the Lien on such Shared Collateral securing any First Lien Obligations of any other Class of Pari Passu Lien Obligations (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 Pari Passu First Lien Obligations of such Class of Pari Passu (any condition referred to in clause (a) or (b) with respect to First Lien Obligations of such Class being referred to as an “Impairment” of such Class); provided provided, that the existence of a any limitation on the maximum claim with respect to that may be made against any Material Real Mortgaged 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 First Lien Obligations of Pari Passu Lien Obligationsany Class. In the event an Impairment exists with respect to Pari Passu First Lien Obligations of any Class, the results of such Impairment shall be borne solely by the Secured Parties of such Class of Pari Passu Lien ObligationsClass, and the rights of the Secured Parties of such Class of Pari Passu Lien Obligations (including the right to receive distributions in respect of Pari Passu First Lien Obligations of such Class of Pari Passu Lien Obligations 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 Pari Passu First Lien Obligations of any Class of Pari Passu Lien 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 Pari Passu First Lien Obligations of such Class.
Appears in 1 contract
Samples: First Lien Intercreditor Agreement (Shaw Group Inc)
Impairments. It is the intention of the parties hereto that the Secured Parties of any given each Class of Pari Passu Lien Obligations (and not the Secured Parties of any the other Class of Pari Passu Lien ObligationsClass) bear the risk of (a) any determination by a court of competent jurisdiction that (i) any Pari Passu Lien Secured Obligations of such Class of Pari Passu Lien Obligations are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu Lien ObligationsSecured Obligations of the other Class), (ii) the any Secured Parties Obligations of such Class of Pari Passu Lien Obligations do not have a valid and perfected Lien on any of the Collateral securing any Pari Passu Lien Secured Obligations of any the other Class of Pari Passu Lien Obligations 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 Pari Passu Lien any Secured Obligations of such Class of Pari Passu Lien ObligationsClass, but junior to the Lien on such Shared Common Collateral securing any Secured Obligations of the other Class of Pari Passu Lien Obligations (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 Pari Passu 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 Obligations such Class being referred to as an “Impairment” of such Class); provided that the existence of a any limitation on the maximum claim with respect to that may be made against any Material Real Property (as defined in the Credit Agreement) real property subject to a mortgage that applies to all Pari Passu Lien Secured Obligations of both Classes shall not be deemed to be an Impairment of any Series Obligations of Pari Passu Lien Obligationseither Class. In the event an Impairment exists with respect to Pari Passu Lien the Secured Obligations of any a Class, the results of such Impairment shall be borne solely by the Secured Parties of such Class of Pari Passu Lien ObligationsClass, and the rights of the Secured Parties of such Class of Pari Passu Lien Obligations (including the right to receive distributions in respect of Pari Passu Lien the Secured Obligations of such Class of Pari Passu Lien Obligations 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 Pari Passu Lien the Secured Obligations of any a Class of Pari Passu Lien Obligations 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 Pari Passu 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 Lien Obligations (and not the Secured Parties of any other Class of Pari Passu Lien ObligationsClass) bear the risk of (a) any determination by a court of competent jurisdiction that (i) any Pari Passu First Lien Obligations of such Class of Pari Passu Lien Obligations are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu First Lien ObligationsObligations of any other Class), (ii) the Secured Parties any First Lien Obligations of such Class of Pari Passu Lien Obligations do not have a valid and perfected Lien on any of the Collateral securing any Pari Passu First Lien Obligations of any other Class of Pari Passu Lien Obligations 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 Pari Passu First Lien Obligations of such Class of Pari Passu Lien ObligationsClass, but junior to the Lien on such Shared Collateral securing any First Lien Obligations of any other Class of Pari Passu Lien Obligations (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 Pari Passu First Lien Obligations of such Class of Pari Passu (any condition referred to in clause (a) or (b) with respect to First Lien Obligations of such Class being referred to as an “Impairment” of such Class); provided that the existence of a any limitation on the maximum claim with respect to that may be made against any Material Real Mortgaged Property (as defined in the Credit Agreement) subject to a mortgage that applies to all Pari Passu First Lien Obligations of all Classes shall not be deemed to be an Impairment of First Lien Obligations of any Series of Pari Passu Lien ObligationsClass. In the event an Impairment exists with respect to Pari Passu First Lien Obligations of any Class, the results of such Impairment shall be borne solely by the Secured Parties of such Class of Pari Passu Lien ObligationsClass, and the rights of the Secured Parties of such Class of Pari Passu Lien Obligations (including the right to receive distributions in respect of Pari Passu First Lien Obligations of such Class of Pari Passu Lien 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 Pari Passu First Lien Obligations of any Class of Pari Passu Lien 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 Pari Passu 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 Pari Debt Secured Parties of any given Class each Series that the holders of Pari Passu Lien Debt Obligations of such Series (and not the Pari Debt Secured Parties of any other Class of Pari Passu Lien ObligationsSeries) bear the risk of (i) any determination by a court of competent jurisdiction that (ix) any of the Pari Passu Lien Debt Obligations of such Class of Pari Passu Lien Obligations Series are unenforceable under applicable law or are subordinated to any other obligations (other than to any another Series of Pari Passu Lien Debt Obligations), (iiy) any of the Secured Parties Pari Debt Obligations of such Class of Pari Passu Lien Obligations Series do not have a Lien on an enforceable security interest in any of the Collateral securing any Pari Passu Lien Obligations of any other Class Series of Pari Passu Lien Debt Obligations and/or (iiiz) any Person intervening security interest exists securing any other obligations (other than any Collateral Agent or Secured Partyanother Series of Pari Debt Obligations) has on a Lien on any Shared Collateral that is senior in priority basis ranking prior to the Lien on such Shared Collateral securing Pari Passu Lien Obligations security interest of such Class Series of Pari Passu Lien Obligations, Debt Obligations but junior to the Lien on such security interest of any other Series of Pari Debt Obligations or (ii) the existence of any Collateral for any other Series of Pari Debt Obligations that is not Shared Collateral securing any other Class of Pari Passu Lien Obligations 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 clause (i) or (any condition ii) with respect to Pari Passu Lien Obligations of such Class any Series of Pari Passu Lien Obligations being referred to as Debt Obligations, an “Impairment” of such ClassSeries); provided that . In the existence event of a maximum claim any Impairment 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 Debt Obligations. In the event an Impairment exists with respect to Pari Passu Lien Obligations of any Class, the results of such Impairment shall be borne solely by the Secured Parties holders of such Class Series of Pari Passu Lien Debt Obligations, and the rights of the Secured Parties holders of such Class Series of Pari Passu Lien Debt Obligations (including including, without limitation, the right to receive distributions in respect of Pari Passu Lien Obligations of such Class Series of Pari Passu Lien Debt 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 Debt Obligations subject to such Impairment. In furtherance of the foregoingAdditionally, in the event the Pari Passu Lien Debt Obligations of any Class Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Pari Passu Lien Debt Documents or the Pari Debt Obligations governing such Pari Debt 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 obligations or such documents as so modified.
ARTICLE II Priorities and Agreements with Respect to Shared Collateral or Proceeds to be distributed in respect of Pari Passu Lien Obligations of such Class.Collateral
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 Obligations Secured Parties of such Series (and not the Pari Passu Secured Parties of any other Class of Pari Passu Lien ObligationsSeries) bear the risk of (a) any determination by a court of competent jurisdiction that (i) any of the Pari Passu Lien Obligations of such Class of Pari Passu Lien Obligations Series are unenforceable under applicable law or are subordinated to any other obligations (other than to any another Series of Pari Passu Lien Obligations), (ii) any of the Secured Parties Pari Passu Obligations of such Class of Pari Passu Lien Obligations Series do not have a valid and perfected Lien on any of the Collateral securing any Pari Passu Lien Obligations of any other Class Series of Pari Passu Lien Obligations and/or 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 Pari Passu Lien Obligations of such Class of Pari Passu Lien ObligationsSeries, but junior to the Lien on such Shared Collateral securing any other Class of Pari Passu Lien 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 the Pari Passu Lien 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 Obligations being referred to as Obligations, an “Impairment” of such ClassSeries); provided that the existence of a any limitation on the maximum claim with respect to that may be made against any Material Real Mortgaged Property (as defined in the Credit Agreement) subject to a mortgage that applies to all Pari Passu Lien Obligations of all Series shall not be deemed to be an Impairment of Pari Passu Obligations of any Series. In the event any Impairment exists with respect to any Series of Pari Passu Lien Obligations. In the event an Impairment exists with respect to Pari Passu Lien Obligations of any Class, the results of such Impairment shall be borne solely by the Pari Passu Secured Parties of such Class of Pari Passu Lien ObligationsSeries, and the rights of the Pari Passu Secured Parties of such Class of Pari Passu Lien Obligations Series (including the right to receive distributions in respect of Pari Passu Lien Obligations of such Class Series of Pari Passu Lien 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 Pari Passu Lien Obligations of any Class of Pari Passu Lien Obligations 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 Pari Passu Lien 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 Pari Passu Secured Parties of any given Class each Series that the holders of Pari Passu Lien Obligations of such Series (and not the Pari Passu Secured Parties of any the other Class of Pari Passu Lien ObligationsSeries) bear the risk of (i) any determination by a court of competent jurisdiction that (ix) any of the Pari Passu Lien Obligations of such Class of Pari Passu Lien Obligations Series are unenforceable under applicable law or are subordinated to any other obligations (other than to any the other Series of Pari Passu Lien Obligations), (iiy) any of the Secured Parties Pari Passu Obligations of such Class of Pari Passu Lien Obligations Series do not have a Lien on valid and perfected security interest in any of the Collateral securing any Pari Passu Lien Obligations of any other Class Series of Pari Passu Lien 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 Pari Passu Lien Obligations of such Class other Series of Pari Passu Lien Obligations, ) on a basis ranking prior to the security interest of such Series of Pari Passu Obligations but junior to the Lien on such Shared Collateral securing security interest of any other Class Series of Pari Passu Lien Obligations or (ii) the existence of any Collateral for any other Series of Pari Passu Obligations that is not 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 Pari Passu Lien Obligations of such Class any Series of Pari Passu Lien Obligations being referred to as Obligations, an “Impairment” of such ClassSeries); provided that . In the existence event of a maximum claim any Impairment 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 Pari Passu Lien Obligations of any Class, the results of such Impairment shall be borne solely by the Secured Parties holders of such Class Series of Pari Passu Lien Obligations, and the rights of the Secured Parties holders of such Class Series of Pari Passu Lien Obligations (including including, without limitation, the right to receive distributions in respect of Pari Passu Lien Obligations of such Class Series of Pari Passu Lien 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 the Pari Passu Lien Obligations of any Class Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Pari Passu Lien Obligations or the Secured Credit 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 Pari Passu Lien Obligations of such Classdocuments as so modified.
Appears in 1 contract
Samples: Master Senior Secured Notes Note Purchase Agreement (WeWork 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 Obligations of such Series (and not the Pari Passu Secured Parties of any other Class of Pari Passu Lien ObligationsSeries) bear the risk of (i) any determination by a court of competent jurisdiction that (ix) any of the Pari Passu Lien Obligations of such Class of Pari Passu Lien Obligations Series are unenforceable under applicable law or are subordinated to any other obligations (other than to any another Series of Pari Passu Lien Obligations), (iiy) any of the Secured Parties Pari Passu Obligations of such Class of Pari Passu Lien Obligations Series do not have a Lien on an enforceable security interest in any of the Collateral securing any Pari Passu Lien Obligations of any other Class Series of Pari Passu Lien 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 Pari Passu Lien Obligations of such Class another Series of Pari Passu Lien Obligations, ) on a basis ranking prior to the security interest of such Series of Pari Passu Obligations but junior to the Lien on such Shared Collateral securing security interest of any other Class Series of Pari Passu Lien Obligations or (ii) the existence of any Collateral for any other Series of Pari Passu Obligations that is not 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 Pari Passu Lien Obligations of such Class any Series of Pari Passu Lien Obligations being referred to as Obligations, an “Impairment” of such ClassSeries); provided provided, that the existence of a maximum claim with respect to any Material Real Property (as defined in the Credit Agreement) real property subject to a mortgage that which applies to all Pari Passu Lien Obligations shall not be deemed to be an Impairment of any Series of Pari Passu Lien Obligations. In the event an of any Impairment exists with respect to any Series of Pari Passu Lien Obligations of any ClassObligations, the results of such Impairment shall be borne solely by the Secured Parties holders of such Class Series of Pari Passu Lien Obligations, and the rights of the Secured Parties holders of such Class Series of Pari Passu Lien Obligations (including including, without limitation, the right to receive distributions in respect of Pari Passu Lien Obligations of such Class Series of Pari Passu Lien 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 the Pari Passu Lien Obligations of any Class Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Pari Passu Lien 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 Pari Passu Lien Obligations of such Classdocuments 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 Obligations 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 ObligationsIndebtedness) bear the risk of any determination by a court of competent jurisdiction that (i) any Pari Passu First Lien Obligations of such Class of Pari Passu Lien Obligations Indebtedness are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu Lien ObligationsIndebtedness), (ii) the Secured Parties of such Class of Pari Passu Lien Obligations Indebtedness do not have a valid and perfected Lien on any of the Collateral securing any Pari Passu First Lien Obligations of any other Class of Pari Passu Lien Obligations 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 Pari Passu First Lien Obligations of such Class of Pari Passu Lien ObligationsIndebtedness, but junior to the Lien on such Shared Collateral securing any other Class class of Priority Payment Lien Obligations or Pari Passu Lien Obligations 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 Pari Passu First Lien Obligations of such Class of Pari Passu Lien Obligations Indebtedness 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 Pari Passu First Lien Obligations of any ClassClass 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 Obligations Indebtedness (including the right to receive distributions in respect of Pari Passu First Lien Obligations of such Class of Pari Passu Lien Obligations 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 Pari Passu First Lien Obligations of any Class of Pari Passu Lien Obligations 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 Pari Passu 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 that the Secured Parties of any given each Class of Pari Passu Lien Obligations (and not the Secured Parties of any the other Class of Pari Passu Lien ObligationsClass) bear the risk of (a) any determination by a court of competent jurisdiction that (i) any Pari Passu Lien Obligations of such Class of Pari Passu Lien Obligations are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu Lien ObligationsObligations of the other Class), (ii) the Secured Parties any Obligations of such Class of Pari Passu Lien Obligations do not have a valid and perfected Lien on any of the Collateral securing any Pari Passu Lien Obligations of any the other Class of Pari Passu Lien Obligations 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 Pari Passu Lien Obligations of such Class of Pari Passu Lien ObligationsClass, but junior to the Lien on such Shared Collateral securing any Obligations of the other Class of Pari Passu Lien Obligations (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 Pari Passu Lien Obligations of such Class (any condition referred to in clause (a) or (b) with respect to Obligations of Pari Passu Lien Obligations such Class being referred to as an “Impairment” of such Class); provided that the existence of a any limitation on the maximum claim with respect to that may be made against any Material Real Mortgaged Property (as defined in the Credit Agreement) subject to a mortgage that applies to all Pari Passu Lien Obligations of both Classes shall not be deemed to be an Impairment of any Series Obligations of Pari Passu Lien Obligations. either Class.. In the event an Impairment exists with respect to Pari Passu Lien Obligations of any a Class, the results of such Impairment shall be borne solely by the Secured Parties of such Class of Pari Passu Lien ObligationsClass, and the rights of the Secured Parties of such Class of Pari Passu Lien Obligations (including the right to receive distributions in respect of Pari Passu Lien Obligations of such Class of Pari Passu Lien 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 Pari Passu Lien Obligations of any a Class of Pari Passu Lien 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 Pari Passu 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 is the intention of the parties hereto Pari Passu Secured Parties of each Series that the Secured Parties of any given Class holders of Pari Passu Lien Obligations of such Series (and not the Pari Passu Secured Parties of any other Class of Pari Passu Lien ObligationsSeries) bear the risk of (i) any determination by a court of competent jurisdiction that (ix) any of the Pari Passu Lien Obligations of such Class of Pari Passu Lien Obligations Series are unenforceable under applicable law or are subordinated to any other obligations (other than to any another Series of Pari Passu Lien Obligations), (iiy) any of the Secured Parties Pari Passu Obligations of such Class of Pari Passu Lien Obligations Series do not have a Lien on an enforceable security interest in any of the Collateral securing any Pari Passu Lien Obligations of any other Class Series of Pari Passu Lien Obligations 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 Pari Passu Lien Obligations of such Class another Series of Pari Passu Lien Obligations, ) on a basis ranking prior to the security interest of such Series of Pari Passu Obligations but junior to the Lien on such Shared Collateral securing security interest of any other Class Series of Pari Passu Lien Obligations or (ii) the existence of any Collateral for any other Series of Pari Passu Obligations that is not 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 Pari Passu Lien Obligations of such Class any Series of Pari Passu Lien Obligations being referred to as Obligations, an “Impairment” of such ClassSeries); provided provided, that the existence of a maximum claim with respect to any Material Real Property (as defined in the Credit Agreement) real property subject to a mortgage that mortgage which 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 of any Impairment exists with respect to any Series of Pari Passu Lien Obligations of any ClassObligations, the results of such Impairment shall be borne solely by the Secured Parties holders of such Class Series of Pari Passu Lien Obligations, and the rights of the Secured Parties holders of such Class Series of Pari Passu Lien Obligations (including including, without limitation, the right to receive distributions in respect of Pari Passu Lien Obligations of such Class Series of Pari Passu Lien 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 the Pari Passu Lien Obligations of any Class Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Pari Passu Lien 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 Pari Passu Lien Obligations of such Classdocuments as so modified.
Appears in 1 contract
Samples: Pari Passu Intercreditor Agreement (Burlington Stores, Inc.)
Impairments. It is the intention of the parties hereto that the Secured Parties of any given Class of Pari Passu Payment Lien Obligations (and not the Secured Parties of any other Class of Pari Passu Payment Lien Obligations) bear the risk of any determination by a court of competent jurisdiction that (i) any Pari Passu First Lien Obligations of such Class of Pari Passu Payment Lien Obligations are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu Payment Lien Obligations), (ii) the Secured Parties of such Class of Pari Passu Payment Lien Obligations do not have a valid and perfected Lien on any of the Collateral securing any Pari Passu First Lien Obligations of any other Class of Pari Passu Payment Lien 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 Pari Passu First Lien Obligations of such Class of Pari Passu Payment Lien Obligations, but junior to the Lien on such Shared Collateral securing any other Class class of Priority Payment Lien Obligations or Pari Passu Payment Lien 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 Pari Passu First Lien Obligations of such Class of Pari Passu Payment Lien 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 Pari Passu First Lien Obligations of any ClassClass of Pari Passu Payment Lien Obligations, the results of such Impairment shall be borne solely by the Secured Parties of such Class of Pari Passu Payment Lien Obligations, and the rights of the Secured Parties of such Class of Pari Passu Payment Lien Obligations (including the right to receive distributions in respect of Pari Passu First Lien Obligations of such Class of Pari Passu Payment Lien 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 Pari Passu First Lien Obligations of any Class of Pari Passu Payment Lien 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 Pari Passu First Lien Obligations of such Class.
Appears in 1 contract
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 Obligations of such Series (and not the Pari Passu Secured Parties of any other Class of Pari Passu Lien ObligationsSeries) bear the risk of (a) any determination by a court of competent jurisdiction that (ix) any of the Pari Passu Lien Obligations of such Class of Pari Passu Lien Obligations Series are unenforceable under applicable law or are subordinated to any other obligations obligations, (other than to y) any of the Pari Passu Lien Obligations), (ii) the Secured Parties Obligations of such Class of Pari Passu Lien Obligations Series do not have a Lien on an enforceable security interest in any of the Collateral securing any Pari Passu Lien Obligations of any other Class Series of Pari Passu Lien 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 Pari Passu Lien Obligations of such Class another Series of Pari Passu Lien Obligations, ) on a basis ranking prior to the security interest of such Series of Pari Passu Obligations but junior to the Lien on such Shared Collateral securing security interest of any other Class Series of Pari Passu Lien Obligations or (b) the existence of any Collateral for any other Series of Pari Passu Obligations that is not 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 (a) or (any condition b) with respect to Pari Passu Lien Obligations of such Class any Series of Pari Passu Lien Obligations being referred to as Obligations, an “Impairment” of such ClassSeries); provided that . In the existence event of a maximum claim any Impairment 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 Pari Passu Lien Obligations of any Class, the results of such Impairment shall be borne solely by the Secured Parties holders of such Class Series of Pari Passu Lien Obligations, and the rights of the Secured Parties holders of such Class Series of Pari Passu Lien Obligations (including including, without limitation, the right to receive distributions in respect of Pari Passu Lien Obligations of such Class Series of Pari Passu Lien 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 the Pari Passu Lien Obligations of any Class Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Pari Passu Lien Obligations or the Pari Passu 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 Pari Passu Lien Obligations of such Classdocuments as so modified.
Appears in 1 contract
Samples: Indenture (Merge Healthcare Inc)
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 Obligations (and not the Secured Parties of any other Class of Pari Passu Lien Obligations) bear the risk of (i) any determination by a court of competent jurisdiction that (ix) any of the Pari Passu Lien Obligations of such Class of Pari Passu Lien Obligations are unenforceable under applicable law or are subordinated to any other obligations (other than to any other Pari Passu Lien Obligations), (iiy) any of the Secured Parties of such Class of Pari Passu Lien Obligations do not have a Lien on an enforceable security interest in any of the Collateral securing any Pari Passu Lien Obligations of any other Class of Pari Passu Lien Obligations and/or (iiiz) any Person intervening security interest exists securing any other 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 security interest of such Shared Collateral securing Pari Passu Lien Obligations of such Class of Pari Passu Lien 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 Pari Passu Lien Obligations (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 Pari Passu Lien Obligations of such Class of Pari Passu Lien Obligations being referred to as Obligations, an “Impairment” of such ClassPari Passu Obligation); provided provided, that the existence of a maximum claim with respect to any Material Real Property (as defined in the Credit Agreement) real property subject to a mortgage that deed of trust which 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 of any Impairment exists with respect to any Pari Passu Lien Obligations of any ClassObligations, the results of such Impairment shall be borne solely by the Secured Parties holders of such Class of Pari Passu Lien Obligations, and the rights of the Secured Parties holders of such Class of Pari Passu Lien Obligations (including including, without limitation, the right to receive distributions in respect of such Pari Passu Lien Obligations of such Class of Pari Passu Lien 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 the Pari Passu Lien Obligations are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any Class of reference to such Pari Passu Lien Obligations or the Pari Passu Loan 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 Pari Passu Lien Obligations of such Classdocuments as so modified.
Appears in 1 contract
Samples: Pari Passu Intercreditor Agreement
Impairments. It is the intention of the parties hereto that the Senior Lien Secured Parties of any given Class each Series that the holders of Pari Passu Senior Lien Obligations of such Series (and not the Senior Lien Secured Parties of any other Class of Pari Passu Lien ObligationsSeries) bear the risk of (i) any determination by a court of competent jurisdiction that (ix) any Pari Passu of the Senior Lien Obligations of such Class of Pari Passu Lien Obligations Series are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu another Series of Senior Lien Obligations), (iiy) any of the Secured Parties Senior Lien Obligations of such Class of Pari Passu Lien Obligations Series do not have a Lien on an enforceable security interest in any of the Collateral securing any Pari Passu Lien Obligations other Series of any other Class of Pari Passu Senior Lien Obligations and/or (iiiz) any Person intervening security interest exists securing any other obligations (other than any Collateral Agent or Secured Partyanother Series of Senior 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 Pari Passu Series of Senior Lien Obligations of such Class of Pari Passu Lien Obligations, but junior to the security interest of any other Series of Senior Lien on such Obligations or (ii) the existence of any Collateral for any other Series of Senior Lien Obligations that is not Shared Collateral securing any other Class of Pari Passu Lien Obligations 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 Pari Passu any Series of Senior Lien Obligations of such Class of Pari Passu Lien Obligations being referred to as Obligations, an “Impairment” of such ClassSeries); provided that the existence of a maximum claim with respect to any Material Real Mortgaged Property (as defined in the Credit AgreementExchangeable Notes Indenture) subject to a mortgage that which applies to all Pari Passu Senior Lien Obligations shall not be deemed to be an Impairment of any Series of Pari Passu Senior Lien Obligations. In the event an of any Impairment exists with respect to Pari Passu any Series of Senior Lien Obligations of any ClassObligations, the results of such Impairment shall be borne solely by the Secured Parties holders of such Class Series of Pari Passu Senior Lien Obligations, and the rights of the Secured Parties holders of such Class Series of Pari Passu Senior Lien Obligations (including including, without limitation, the right to receive distributions in respect of Pari Passu Lien Obligations such Series of such Class of Pari Passu Senior Lien 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 ClassSenior Lien Obligations subject to such Impairment. In furtherance of the foregoingAdditionally, in the event Pari Passu the Senior Lien Obligations of any Class Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of Pari Passu the Bankruptcy Code), any reference to such Senior Lien Obligations or the Senior Lien Documents governing such Senior Lien 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 Pari Passu Lien Obligations of such Classdocuments as so modified.
Appears in 1 contract
Impairments. It is the intention of the parties hereto that the Junior Lien Secured Parties of any given Class each Series that the holders of Pari Passu Junior Lien Obligations of such Series (and not the Junior Lien Secured Parties of any other Class of Pari Passu Lien ObligationsSeries) bear the risk of (i) any determination by a court of competent jurisdiction that (ix) any Pari Passu of the Junior Lien Obligations of such Class of Pari Passu Lien Obligations Series are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu another Series of Junior Lien Obligations), (iiy) any of the Secured Parties Junior Lien Obligations of such Class of Pari Passu Lien Obligations do Series does not have a Lien on an enforceable security interest in any of the Collateral securing any Pari Passu Lien Obligations other Series of any other Class of Pari Passu Junior Lien Obligations and/or (iiiz) any Person intervening security interest exists securing any other obligations (other than any Collateral Agent or Secured Partyanother Series of Junior 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 Pari Passu Series of Junior Lien Obligations of such Class of Pari Passu Lien Obligations, but junior to the security interest of any other Series of Junior Lien on such Obligations or (ii) the existence of any Collateral for any other Series of Junior Lien Obligations that is not Shared Collateral securing any other Class of Pari Passu Lien Obligations (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 Pari Passu any Series of Junior Lien Obligations of such Class of Pari Passu Lien Obligations being referred to as Obligations, an “Impairment” of such ClassSeries); provided that . In the existence event of a maximum claim any Impairment 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 Junior Lien Obligations. In the event an Impairment exists with respect to Pari Passu Lien Obligations of any Class, the results of such Impairment shall be borne solely by the Secured Parties holders of such Class Series of Pari Passu Junior Lien Obligations, and the rights of the Secured Parties holders of such Class Series of Pari Passu Junior Lien Obligations (including including, without limitation, the right to receive distributions in respect of Pari Passu Lien Obligations such Series of such Class of Pari Passu Junior Lien 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 ClassJunior Lien Obligations subject to such Impairment. In furtherance of the foregoingAdditionally, in the event Pari Passu the Junior Lien Obligations of any Class Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of Pari Passu the Bankruptcy Code), any reference to such Junior Lien Obligations or the Junior Lien Documents governing such Junior Lien 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 Pari Passu Lien Obligations of such Classdocuments as so modified.
Appears in 1 contract
Samples: Junior Lien Term Loan Credit Agreement (Forterra, Inc.)
Impairments. It is the intention of the parties hereto that the Senior Lien Secured Parties of any given Class each Series that the holders of Pari Passu Senior Lien Obligations of such Series (and not the Senior Lien Secured Parties of any other Class of Pari Passu Lien ObligationsSeries) bear the risk of (i) any determination by a court of competent jurisdiction that (ix) any Pari Passu of the Senior Lien Obligations of such Class of Pari Passu Lien Obligations Series are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu another Series of Senior Lien Obligations), (iiy) any of the Secured Parties Senior Lien Obligations of such Class of Pari Passu Lien Obligations do Series does not have a Lien on valid and perfected security interest in any of the Collateral securing any Pari Passu Lien Obligations other Series of any other Class of Pari Passu Senior Lien Obligations and/or (iiiz) any Person intervening security interest exists securing any other obligations (other than any Collateral Agent or Secured Partyanother Series of Senior 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 Pari Passu Series of Senior Lien Obligations of such Class of Pari Passu Lien Obligations, but junior to the security interest of any other Series of Senior Lien on such Obligations or (ii) the existence of any Collateral for any other Series of Senior Lien Obligations that is not Shared Collateral securing any other Class of Pari Passu Lien Obligations (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 Pari Passu any Series of Senior Lien Obligations of such Class of Pari Passu Lien Obligations being referred to as Obligations, an “Impairment” of such ClassSeries); provided that . In the existence event of a maximum claim any Impairment 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 Senior Lien Obligations. In the event an Impairment exists with respect to Pari Passu Lien Obligations of any Class, the results of such Impairment shall be borne solely by the Secured Parties holders of such Class Series of Pari Passu Senior Lien Obligations, and the rights of the Secured Parties holders of such Class Series of Pari Passu Senior Lien Obligations (including including, without limitation, the right to receive distributions in respect of Pari Passu Lien Obligations such Series of such Class of Pari Passu Senior Lien 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 ClassSenior Lien Obligations subject to such Impairment. In furtherance of the foregoingAdditionally, in the event Pari Passu the Senior Lien Obligations of any Class Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of Pari Passu the Bankruptcy Code), any reference to such Senior Lien Obligations or the Senior Lien Documents governing such Senior Lien 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 Pari Passu Lien Obligations of such Classdocuments as so modified.
Appears in 1 contract
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 Obligations of such Series (and not the Pari Passu Secured Parties of any other Class of Pari Passu Lien ObligationsSeries) bear the risk of (i) any determination by a court of competent jurisdiction that (ix) any of the Pari Passu Lien Obligations of such Class of Pari Passu Lien Obligations Series are unenforceable under applicable law or are subordinated to any other obligations (other than to any another Series of Pari Passu Lien ObligationsObligations as provided herein), (iiy) any of the Secured Parties Pari Passu Obligations of such Class of Pari Passu Lien Obligations Series do not have a Lien on an enforceable security interest in any of the Collateral securing any Pari Passu Lien Obligations of any other Class Series of Pari Passu Lien 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 Pari Passu Lien Obligations of such Class another Series of Pari Passu Lien Obligations, ) on a basis ranking prior to the security interest of such Series of Pari Passu Obligations but junior to the Lien on such Shared Collateral securing security interest of any other Class Series of Pari Passu Lien Obligations or (ii) the existence of any Collateral for any other Series of Pari Passu Obligations that is not 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 Pari Passu Lien Obligations of such Class any Series of Pari Passu Lien Obligations being referred to as Obligations, an “Impairment” of such ClassSeries); provided that . In the existence event of a maximum claim any Impairment 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 Pari Passu Lien Obligations of any Class, the results of such Impairment shall be borne solely by the Secured Parties holders of such Class Series of Pari Passu Lien Obligations, and the rights of the Secured Parties holders of such Class Series of Pari Passu Lien Obligations (including including, without limitation, the right to receive distributions in respect of Pari Passu Lien Obligations of such Class Series of Pari Passu Lien 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 the Pari Passu Lien Obligations of any Class Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Pari Passu Lien Obligations or the Pari Passu 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 Pari Passu Lien Obligations of such Classdocuments as so modified.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (L Brands, Inc.)
Impairments. It is the intention of the parties hereto that the Secured Parties of any given Class of Pari Passu First Lien Obligations (and not the Secured Parties of any other Class of Pari Passu First Lien Obligations) bear the risk of any determination by a court of competent jurisdiction that (i) any Pari Passu First Lien Obligations of such Class of Pari Passu First Lien Obligations are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu First Lien Obligations), (ii) the Secured Parties of such Class of Pari Passu First Lien Obligations do not have a Lien on any of the Collateral securing any Pari Passu First Lien Obligations of any other Class of Pari Passu First Lien 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 Pari Passu First Lien Obligations of such Class of Pari Passu First Lien Obligations, but junior to the Lien on such Shared Collateral securing any other Class of Pari Passu First Lien 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 Pari Passu First Lien Obligations of such Class of Pari Passu First Lien 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) real property subject to a mortgage that applies to all Pari Passu First Lien Obligations shall not be deemed to be an Impairment of any Series Class of Pari Passu First Lien Obligations. In the event an Impairment exists with respect to Pari Passu First Lien Obligations of any Class, the results of such Impairment shall be borne solely by the Secured Parties of such Class of Pari Passu First Lien Obligations, and the rights of the Secured Parties of such Class of Pari Passu First Lien Obligations (including the right to receive distributions in respect of Pari Passu First Lien Obligations of such Class of Pari Passu First Lien 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 Pari Passu First Lien Obligations of any Class of Pari Passu First Lien 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 Pari Passu 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 Obligations Indebtedness (and not the Secured Parties of any other Class of Pari Passu Lien ObligationsIndebtedness) bear the risk of any determination by a court of competent jurisdiction that (i) any Pari Passu First Lien Obligations of such Class of Pari Passu Lien Obligations Indebtedness are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu Lien ObligationsIndebtedness), (ii) the Secured Parties of such Class of Pari Passu Lien Obligations Indebtedness do not have a Lien on any of the Collateral securing any Pari Passu First Lien Obligations of any other Class of Pari Passu Lien Obligations 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 Pari Passu First Lien Obligations of such Class of Pari Passu Lien ObligationsIndebtedness, but junior to the Lien on such Shared Collateral securing any other Class of Priority Payment Lien Obligations or Pari Passu Lien Obligations 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 Pari Passu First Lien Obligations of such Class of Pari Passu Lien Obligations Indebtedness 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 Pari Passu First Lien Obligations of any ClassClass 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 ObligationsIndebtedness, and the rights of the Secured Parties of such Class of Pari Passu Lien Obligations Indebtedness (including the right to receive distributions in respect of Pari Passu First Lien Obligations of such Class of Pari Passu Lien Obligations 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 Pari Passu First Lien Obligations of any Class of Pari Passu Lien Obligations 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 Pari Passu First Lien Obligations of such Class.
Appears in 1 contract
Samples: Intercreditor and Collateral Agency Agreement (Olympic-Cascade Publishing, 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 Obligations of such Series (and not the First Lien Secured Parties of any other Class of Pari Passu Lien ObligationsSeries) bear the risk of (i) any determination by a court of competent jurisdiction that (ix) any Pari Passu of the First Lien Obligations of such Class of Pari Passu Lien Obligations Series are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu another Series of First Lien Obligations), (iiy) any of the Secured Parties First Lien Obligations of such Class of Pari Passu Lien Obligations Series do not have a Lien on an enforceable security interest in any of the Collateral securing any Pari Passu Lien Obligations other Series of any other Class of Pari Passu First Lien Obligations and/or (iiiz) any Person intervening security interest exists securing any other 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 Pari Passu Series of First Lien Obligations of such Class of Pari Passu Lien Obligations, 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 Pari Passu Lien Obligations (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 Pari Passu any Series of First Lien Obligations of such Class of Pari Passu Lien Obligations being referred to as Obligations, an “Impairment” of such ClassSeries); provided provided, that the existence of a maximum claim with respect to any Material Real Property (as defined in the Credit Agreement) real property subject to a mortgage that which applies to all Pari Passu First Lien Obligations shall not be deemed to be an Impairment of any Series of Pari Passu First Lien Obligations. In the event an of any Impairment exists with respect to Pari Passu any Series of First Lien Obligations of any ClassObligations, the results of such Impairment shall be borne solely by the Secured Parties holders of such Class Series of Pari Passu First Lien Obligations, and the rights of the Secured Parties holders of such Class Series of Pari Passu First Lien Obligations (including including, without limitation, the right to receive distributions in respect of Pari Passu Lien Obligations such Series of such Class of Pari Passu First Lien 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 ClassFirst Lien Obligations subject to such Impairment. In furtherance of the foregoingAdditionally, in the event Pari Passu the First Lien Obligations of any Class Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of Pari Passu the Bankruptcy Code), any reference to such First Lien Obligations or the First Lien Security Documents governing such First Lien 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 Pari Passu Lien Obligations of such Classdocuments as so modified.
Appears in 1 contract
Impairments. It is the intention of the parties hereto that the Secured Parties Lender of any given Class of Pari Passu First Lien Obligations (and not the Secured Parties Lender of any other Class of Pari Passu Lien ObligationsIndebtedness) bear the risk of any determination by a court of competent jurisdiction that (i) any Pari Passu Lien Obligations of such Class of Pari Passu the First Lien Obligations are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu Lien Obligations)obligations, (ii) the Secured Parties Lender of such any Class of Pari Passu Lien Obligations do does not have a valid and perfected Lien on any of the Collateral securing any Pari Passu First Lien Obligations of any other Class of Pari Passu Lien Obligations 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 Pari Passu Lien Obligations of such Class of Pari Passu First Lien Obligations, but junior to the Lien on such Shared Collateral securing any other Class class of Pari Passu First Lien 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 Pari Passu Lien Obligations of such Class of Pari Passu First Lien Obligations being referred to as an “Impairment” of such Classobligations); 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 Pari Passu any Class of First Lien Obligations of any ClassObligations, the results of such Impairment shall be borne solely by the Secured Parties Lender of such Class of Pari Passu First Lien Obligations, and the rights of the Secured Parties Lender of such Class of Pari Passu First Lien Obligations (including the right to receive distributions in respect of Pari Passu Lien Obligations of such Class of Pari Passu First Lien 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 Lender of such Class. In furtherance of the foregoing, in the event Pari Passu Lien Obligations of any Class of Pari Passu that the First Lien 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 Pari Passu 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 Obligations Indebtedness (and not the Secured Parties of any other Class of Pari Passu Lien ObligationsIndebtedness) bear the risk of any determination by a court of competent jurisdiction that (i) any Pari Passu First Lien Obligations of such Class of Pari Passu Lien Obligations Indebtedness are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu Lien ObligationsIndebtedness), (ii) the Secured Parties of such Class of Pari Passu Lien Obligations Indebtedness do not have a Lien on any of the Collateral securing any Pari Passu First Lien Obligations of any other Class of Pari Passu Lien Obligations 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 Pari Passu First Lien Obligations of such Class of Pari Passu Lien ObligationsIndebtedness, but junior to the Lien on such Shared Collateral securing any other Class class of Priority Payment Lien Obligations or Pari Passu Lien Obligations 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 Pari Passu First Lien Obligations of such Class of Pari Passu Lien Obligations Indebtedness 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 Pari Passu First Lien Obligations of any ClassClass 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 ObligationsIndebtedness, and the rights of the Secured Parties of such Class of Pari Passu Lien Obligations Indebtedness (including the right to receive distributions in respect of Pari Passu First Lien Obligations of such Class of Pari Passu Lien Obligations 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 Pari Passu First Lien Obligations of any Class of Pari Passu Lien Obligations 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 Pari Passu 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 Obligations of such Series (and not the First Lien Secured Parties of any other Class of Pari Passu Lien ObligationsSeries) bear the risk of (i) any determination by a court of competent jurisdiction that (ix) any Pari Passu of the First Lien Obligations of such Class of Pari Passu Lien Obligations Series are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu another Series of First Lien Obligations), (iiy) any of the Secured Parties First Lien Obligations of such Class of Pari Passu Lien Obligations Series do not have a Lien on an enforceable security interest in any of the Collateral securing any Pari Passu Lien Obligations other Series of any other Class of Pari Passu First Lien Obligations and/or (iiiz) any Person intervening security interest exists securing any other 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 Pari Passu Series of First Lien Obligations of such Class of Pari Passu Lien Obligations, 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 Pari Passu Lien Obligations (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 Pari Passu any Series of First Lien Obligations of such Class of Pari Passu Lien Obligations being referred to as Obligations, an “Impairment” of such ClassSeries); provided that the existence of a maximum claim with respect to any Material Real Property Mortgaged Properties (as defined in the Credit Agreement) subject to a mortgage that which applies to all Pari Passu First Lien Obligations shall not be deemed to be an Impairment of any Series of Pari Passu First Lien Obligations. In the event an of any Impairment exists with respect to Pari Passu any Series of First Lien Obligations of any ClassObligations, the results of such Impairment shall be borne solely by the Secured Parties holders of such Class Series of Pari Passu First Lien Obligations, and the rights of the Secured Parties holders of such Class Series of Pari Passu First Lien Obligations (including including, without limitation, the right to receive distributions in respect of Pari Passu Lien Obligations such Series of such Class of Pari Passu First Lien 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 ClassFirst Lien Obligations subject to such Impairment. In furtherance of the foregoingAdditionally, in the event Pari Passu the First Lien Obligations of any Class Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of Pari Passu the Bankruptcy Code or any equivalent provisions of any other Bankruptcy Law), any reference to such First Lien Obligations or the Secured Credit Documents governing such First Lien 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 Pari Passu Lien Obligations of such Classdocuments as so modified.
Appears in 1 contract
Samples: Credit Agreement (ChampionX Corp)
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 Obligations of such Series (and not the First Lien Secured Parties of any other Class of Pari Passu Lien ObligationsSeries) bear the risk of (i) any determination by a court of competent jurisdiction that (ix) any Pari Passu of the First Lien Obligations of such Class of Pari Passu Lien Obligations Series are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu another Series of First Lien Obligations), (iiy) any of the Secured Parties First Lien Obligations of such Class of Pari Passu Lien Obligations Series do not have a Lien on an enforceable security interest in any of the Collateral securing any Pari Passu Lien Obligations other Series of any other Class of Pari Passu First Lien Obligations and/or (iiiz) any Person intervening security interest exists securing any other 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 Pari Passu Series of First Lien Obligations of such Class of Pari Passu Lien Obligations, 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 Pari Passu Lien Obligations 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 Pari Passu any Series of First Lien Obligations of such Class of Pari Passu Lien Obligations being referred to as Obligations, an “Impairment” of such ClassSeries); provided that the existence of a maximum claim with respect to any Material Real Property (as defined in limitation on the Credit Agreement) subject amount that is permitted to a mortgage that be secured without equally and ratably securing the Indebtedness which applies to all Pari Passu First Lien Obligations shall not be deemed to be an Impairment of any Series of Pari Passu First Lien Obligations. In the event an of any Impairment exists with respect to Pari Passu any Series of First Lien Obligations of any ClassObligations, the results of such Impairment shall be borne solely by the Secured Parties holders of such Class Series of Pari Passu First Lien Obligations, and the rights of the Secured Parties holders of such Class Series of Pari Passu First Lien Obligations (including including, without limitation, the right to receive distributions in respect of Pari Passu Lien Obligations such Series of such Class of Pari Passu First Lien 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 ClassFirst Lien Obligations subject to such Impairment. In furtherance of the foregoingAdditionally, in the event Pari Passu the First Lien Obligations of any Class Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of Pari Passu the Bankruptcy Code or any other provision of any Bankruptcy Law), any reference to such First Lien Obligations or the Secured Credit Documents governing such First Lien 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 Pari Passu Lien Obligations of such Classdocuments as so modified.
Appears in 1 contract
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 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 Obligations) Second Priority Debt Facility bear the risk of (i) any determination by a court of competent jurisdiction that (ix) any Pari Passu Lien of the Second Priority Debt Obligations of such Class of Pari Passu Lien Obligations Second Priority Debt Facility are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu Lien Obligationsanother Second Priority Debt Facility), (iiy) any of the Secured Parties Second Priority Debt Obligations of such Class of Pari Passu Lien Obligations Second Priority Debt Facility do not have a Lien on an enforceable security interest in any of the Collateral securing any Pari Passu Lien Obligations of other Second Priority Debt Facility and/or (z) any intervening security interest exists securing any other Class of Pari Passu Lien Obligations 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 Pari Passu Lien Obligations security interest of such Class of Pari Passu Lien Obligations, 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 Pari Passu Lien Obligations (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 Pari Passu Lien Obligations of such Class of Pari Passu Lien Obligations 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 Pari Passu Lien Second Priority Debt Obligations shall not be deemed to be an Impairment of any Series of Pari Passu Lien ObligationsSecond Priority Debt Facility. In the event an of any Impairment exists with respect to Pari Passu Lien Obligations of any ClassSecond Priority Debt Facility, the results of such Impairment shall be borne solely by the Secured Parties holders of such Class of Pari Passu Lien ObligationsSecond Priority Debt Facility, and the rights of the Secured Parties holders of such Class of Pari Passu Lien Obligations Second Priority Debt Facility (including including, without limitation, the right to receive distributions in respect of Pari Passu Lien Obligations of such Class of Pari Passu Lien Obligations 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 Pari Passu 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 reference to such Second Priority Debt Obligations or the Second Priority Collateral Documents governing such Second Priority Debt 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 Pari Passu 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 Obligations (and not the Secured Parties of any other Class of Pari Passu Lien ObligationsClass) bear the risk of (a) any determination by a court of competent jurisdiction that (i) any Pari Passu First Lien Obligations of such Class of Pari Passu Lien Obligations are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu First Lien Obligations), (ii) the Secured Parties any First Lien Obligations of such Class of Pari Passu Lien Obligations do not have a valid and perfected Lien on any of the Collateral securing any Pari Passu First Lien Obligations of any other Class of Pari Passu Lien 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 Pari Passu First Lien Obligations of such Class of Pari Passu Lien ObligationsClass, but junior to the Lien on such Shared Collateral securing any First Lien Obligations of any other Class of Pari Passu Lien Obligations (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 Pari Passu First Lien Obligations of such Class of Pari Passu (any condition referred to in clause (a) or (b) with respect to First Lien Obligations of such Class 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 Pari Passu First Lien Obligations of any Class, the results of such Impairment shall be borne solely by the Secured Parties of such Class of Pari Passu Lien ObligationsClass, and the rights of the Secured Parties of such Class of Pari Passu Lien Obligations (including the right to receive distributions in respect of Pari Passu First Lien Obligations of such Class of Pari Passu Lien 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 Pari Passu First Lien Obligations of any Class of Pari Passu Lien 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 Pari Passu 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 Class of Pari Passu Lien Obligations (and not the Secured Parties of any other Class of Pari Passu Lien ObligationsClass) bear the risk of (a) any determination by a court of competent jurisdiction that (i) any Pari Passu First Lien Obligations of such Class of Pari Passu Lien Obligations are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu First Lien ObligationsObligations of any other Class), (ii) the Secured Parties any First Lien Obligations of such Class of Pari Passu Lien Obligations do not have a valid and perfected Lien on any of the Collateral securing that secures any Pari Passu First Lien Obligations of any other Class of Pari Passu Lien Obligations 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 Pari Passu First Lien Obligations of such Class of Pari Passu Lien ObligationsClass, but junior to the Lien on such Shared Collateral securing any First Lien Obligations of any other Class of Pari Passu Lien Obligations (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 Pari Passu First Lien Obligations of such Class of Pari Passu (any condition referred to in clause (a) or (b) with respect to First Lien Obligations of such Class being referred to as an “Impairment” of such Class); provided that the existence of a any limitation on the maximum claim with respect to that may be made against any Material Real Mortgaged Property (as defined in the Credit Agreement) subject to a mortgage that applies to all Pari Passu First Lien Obligations of all Classes shall not be deemed to be an Impairment of First Lien Obligations of any Series of Pari Passu Lien ObligationsClass. In the event an Impairment exists with respect to Pari Passu First Lien Obligations of any Class, the results of such Impairment shall be borne solely by the Secured Parties of such Class of Pari Passu Lien ObligationsClass, and the rights of the Secured Parties of such Class of Pari Passu Lien Obligations (including the right to receive distributions in respect of Pari Passu First Lien Obligations of such Class of Pari Passu Lien 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 Pari Passu First Lien Obligations of any Class of Pari Passu Lien 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 Pari Passu 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 of any given Class of Pari Passu Lien Secured Obligations (and not the Secured Parties of any other Class of Pari Passu Lien Secured Obligations) bear the risk of any determination by a court of competent jurisdiction that (i) any Pari Passu First Lien Obligations of such Class of Pari Passu Lien Secured Obligations are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu Lien Secured Obligations), (ii) the Secured Parties of such Class of Pari Passu Lien Secured Obligations do not have a Lien on any of the Collateral securing any Pari Passu First Lien Obligations of any other Class of Pari Passu Lien 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 Pari Passu First Lien Obligations of such Class of Pari Passu Lien Secured Obligations, but junior to the Lien on such Shared Collateral securing any other Class class of Payment Priority Obligations or Pari Passu Lien 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 Pari Passu First Lien Obligations of such Class of Pari Passu Lien Secured 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 Pari Passu First Lien Obligations of any ClassClass of Pari Passu Secured Obligations, the results of such Impairment shall be borne solely by the Secured Parties of such Class of Pari Passu Lien Secured Obligations, and the rights of the Secured Parties of such Class of Pari Passu Lien Secured Obligations (including the right to receive distributions in respect of Pari Passu First Lien Obligations of such Class of Pari Passu Lien 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 Pari Passu First Lien Obligations of any Class of Pari Passu Lien 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 Pari Passu 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 each Class of Pari Passu Lien Obligations (and not the Secured Parties of any other Class of Pari Passu Lien ObligationsClass) bear the risk of (a) any determination by a court of competent jurisdiction that (i) any Pari Passu Second Lien Obligations of such Class of Pari Passu Lien Obligations are unenforceable under applicable law or are subordinated to any other obligations (other than to any Pari Passu Second Lien ObligationsObligations of any other Class), (ii) the Secured Parties any Second Lien Obligations of such Class of Pari Passu Lien Obligations do not have a valid and perfected Lien on any of the Collateral securing any Pari Passu Second Lien Obligations of any other Class of Pari Passu Lien Obligations 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 Pari Passu Second Lien Obligations of such Class of Pari Passu Lien ObligationsClass, but junior to the Lien on such Shared Collateral securing any Second Lien Obligations of any other Class of Pari Passu Lien Obligations (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 Pari Passu Second Lien Obligations of such Class of Pari Passu (any condition referred to in clause (a) or (b) with respect to Second Lien Obligations of such Class 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 Pari Passu Second Lien Obligations of any Class, the results of such Impairment shall be borne solely by the Secured Parties of such Class of Pari Passu Lien ObligationsClass, and the rights of the Secured Parties of such Class of Pari Passu Lien Obligations (including the right to receive distributions in respect of Pari Passu Second Lien Obligations of such Class of Pari Passu Lien 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 Pari Passu Second Lien Obligations of any Class of Pari Passu Lien 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 Pari Passu 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
Samples: Indenture (Rotech Healthcare Inc)
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 Obligations Secured Parties of such Series (and not the Pari Passu Secured Parties of any other Class of Pari Passu Lien ObligationsSeries) bear the risk of (a) any determination by a court of competent jurisdiction that (i) any of the Pari Passu Lien Obligations of such Class of Pari Passu Lien Obligations Series are unenforceable under applicable law or are subordinated to any other obligations (other than to any another Series of Pari Passu Lien Obligations), (ii) any of the Secured Parties Pari Passu Obligations of such Class of Pari Passu Lien Obligations Series do not have a valid and perfected Lien on any of the Collateral securing any Pari Passu Lien Obligations of any other Class Series of Pari Passu Lien Obligations and/or 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 Pari Passu Lien Obligations of such Class of Pari Passu Lien ObligationsSeries, but junior to the Lien on such Shared Collateral securing any other Class of Pari Passu Lien 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 the Pari Passu Lien 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 Obligations being referred to as Obligations, an “Impairment” of such ClassSeries); provided that the existence of a any limitation on the maximum claim with respect to that may be made against any Material Real Mortgaged Property (as defined in the Credit Agreement) subject to a mortgage that applies to all Pari Passu Lien Obligations of all Series shall not be deemed to be an Impairment of Pari Passu Obligations of any Series. In the event any Impairment exists with respect to any Series of Pari Passu Lien Obligations. In the event an Impairment exists with respect to Pari Passu Lien Obligations of any Class, the results of such Impairment shall be borne solely by the Pari Passu Secured Parties of such Class of Pari Passu Lien ObligationsSeries, and the rights of the Pari Passu Secured Parties of such Class of Pari Passu Lien Obligations Series (including the right to receive distributions in respect of Pari Passu Lien Obligations of such Class Series of Pari Passu Lien 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 Pari Passu Lien Obligations of any Class of Pari Passu Lien Obligations 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 Pari Passu Lien 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
Samples: Indenture (Ryerson Holding Corp)
