Impairments. It is the intention of the Second Priority Secured Parties of each Series that the holders of Second Priority Debt Obligations of such Series (and not the Second Priority Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second Priority Debt Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Second Priority Debt Obligations), (y) any of the Second Priority Debt Obligations of such Series do not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of Second Priority Debt Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Second Priority Debt Obligations) on a basis ranking prior to the security interest of such Series of Second Priority Debt Obligations but junior to the security interest of any other Series of Second Priority Debt Obligations or (ii) the existence of any Second Priority Collateral for any other Series of Second Priority Debt Obligations that is not Second Priority Shared Collateral (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of Second Priority Debt Obligations, an “Impairment” of such Series); provided, that the existence of a maximum claim with respect to any real property subject to a mortgage which applies to all Second Priority Debt Obligations shall not be deemed to be an Impairment of any Series of Second Priority Debt Obligations. In the event of any Impairment with respect to any Series of Second Priority Debt Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Second Priority Debt Obligations, and the rights of the holders of such Series of Second Priority Debt Obligations (including, without limitation, the right to receive distributions in respect of such Series of Second Priority Debt Obligations pursuant to Sections 4.01 and 13.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Second Priority Debt Obligations subject to such Impairment. Additionally, in the event the Second Priority Debt Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Second Priority Debt Obligations or the Second Priority Collateral Documents governing such Second Priority Debt Obligations shall refer to such obligations or such documents as so modified.
Appears in 2 contracts
Samples: Intercreditor Agreement, Intercreditor Agreement (Garrett Motion Inc.)
Impairments. It is the intention of the Second Priority First Lien Secured Parties of each Series that the holders of Second Priority Debt First Lien Obligations of such Series (and not the Second Priority First Lien Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second Priority Debt First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Second Priority Debt First Lien Obligations), (y) any of the Second Priority Debt First Lien Obligations of such Series do not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of Second Priority Debt First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Second Priority Debt First Lien Obligations) on a basis ranking prior to the security interest of such Series of Second Priority Debt First Lien Obligations but junior to the security interest of any other Series of Second Priority Debt First Lien Obligations or (ii) the existence of any Second Priority Collateral for any other Series of Second Priority Debt First Lien Obligations that is not Second Priority Shared Collateral for such Series (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of Second Priority Debt First Lien Obligations, an “Impairment” of such Series); provided, that the existence of a maximum claim with respect to any real property subject to a mortgage which applies to all Second Priority Debt Obligations shall not be deemed to be an Impairment of any Series of Second Priority Debt Obligations. In the event of any Impairment with respect to any Series of Second Priority Debt First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Second Priority Debt First Lien Obligations, and the rights of the holders of such Series of Second Priority Debt First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of Second Priority Debt First Lien Obligations pursuant to Sections 4.01 and 13.01Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Second Priority Debt First Lien Obligations subject to such Impairment. Additionally, in the event the Second Priority Debt First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Second Priority Debt First Lien Obligations or the Second Priority Collateral First Lien Security Documents governing such Second Priority Debt First Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 2 contracts
Samples: Credit Agreement (OneStream, Inc.), First Lien Intercreditor Agreement (Allegiant Travel CO)
Impairments. It is the intention of the Second Priority First Lien Secured Parties of each Series that the holders of Second Priority Debt First Lien Obligations of such Series (and not the Second Priority First Lien Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second Priority Debt First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Second Priority Debt First Lien Obligations), (y) any of the Second Priority Debt First Lien Obligations of such Series do not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of Second Priority Debt First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Second Priority Debt First Lien Obligations) on a basis ranking prior to the security interest of such Series of Second Priority Debt First Lien Obligations but junior to the security interest of any other Series of Second Priority Debt First Lien Obligations or (ii) the existence of any Second Priority Collateral for any other Series of Second Priority Debt First Lien Obligations that is not Second Priority Shared Collateral for such Series (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of Second Priority Debt First Lien Obligations, an “Impairment” of such Series); provided, provided that the existence of a maximum claim with respect to any real property subject to a mortgage Mortgaged Properties (as defined in the Credit Agreement) which applies to all Second Priority Debt First Lien Obligations shall not be deemed to be an Impairment of any Series of Second Priority Debt First Lien Obligations. In the event of any Impairment with respect to any Series of Second Priority Debt First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Second Priority Debt First Lien Obligations, and the rights of the holders of such Series of Second Priority Debt First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of Second Priority Debt First Lien Obligations pursuant to Sections 4.01 and 13.01Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Second Priority Debt First Lien Obligations subject to such Impairment. Additionally, in the event the Second Priority Debt First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Second Priority Debt First Lien Obligations or the Second Priority Collateral First Lien Security Documents governing such Second Priority Debt First Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 2 contracts
Samples: Credit Agreement (Pathfinder Acquisition Corp), Credit Agreement (SMART Global Holdings, Inc.)
Impairments. It is the intention of the Second Priority Lien Secured Parties of each Series that the holders of Second Priority Debt Lien Obligations of such Series (and not the Second Priority Lien Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second Priority Debt Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Second Priority Debt Lien Obligations), (y) any of the Second Priority Debt Lien Obligations of such Series do not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of Second Priority Debt Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Second Priority Debt Lien Obligations) on a basis ranking prior to the security interest of such Series of Second Priority Debt Lien Obligations but junior to the security interest of any other Series of Second Priority Debt Lien Obligations or (ii) the existence of any Second Priority Collateral for any other Series of Second Priority Debt Lien Obligations that is not Second Priority Shared Collateral for such Series (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of Second Priority Debt Lien Obligations, an “Impairment” of such Series); provided, provided that the existence of a maximum claim with respect to any real property subject to a mortgage which Mortgaged Property (as defined in the Credit Agreement) that applies to all Second Priority Debt Lien Obligations shall not be deemed to be an Impairment of any Series of Second Priority Debt Lien Obligations. In the event of any Impairment with respect to any Series of Second Priority Debt Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Second Priority Debt Lien Obligations, and the rights of the holders of such Series of Second Priority Debt Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of Second Priority Debt Lien Obligations pursuant to Sections 4.01 and 13.01Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Second Priority Debt Lien Obligations subject to such Impairment. Additionally, in the event the Second Priority Debt Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Second Priority Debt Lien Obligations or the Second Priority Collateral Lien Security Documents governing such Second Priority Debt Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 2 contracts
Samples: Second Lien Credit Agreement (Focus Financial Partners Inc.), Second Lien Credit Agreement (Focus Financial Partners Inc.)
Impairments. It is the intention of the Second Priority First Lien Secured Parties of each Series that the holders of Second Priority Debt First Lien Obligations of such Series (and not the Second Priority First Lien Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second Priority Debt First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Second Priority Debt First Lien Obligations), (y) any of the Second Priority Debt First Lien Obligations of such Series do does not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of Second Priority Debt First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Second Priority Debt First Lien Obligations) on a basis ranking prior to the security interest of such Series of Second Priority Debt First Lien Obligations but junior to the security interest of any other Series of Second Priority Debt First Lien Obligations or (ii) the existence of any Second Priority Collateral for any other Series of Second Priority Debt First Lien Obligations that is not Second Priority Shared Collateral (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of Second Priority Debt First Lien Obligations, an “Impairment” of such Series); provided, that the existence of a maximum claim with respect to any real property subject to a mortgage which applies to all Second Priority Debt Obligations shall not be deemed to be an Impairment of any Series of Second Priority Debt Obligations. In the event of any Impairment with respect to any Series of Second Priority Debt First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Second Priority Debt First Lien Obligations, and the rights of the holders of such Series of Second Priority Debt First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of Second Priority Debt First Lien Obligations pursuant to Sections 4.01 and 13.01Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Second Priority Debt First Lien Obligations subject to such Impairment. Additionally, in the event the Second Priority Debt First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Second Priority Debt First Lien Obligations or the Second Priority Collateral First Lien Documents governing such Second Priority Debt First Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Foundation Building Materials, Inc.), Credit Agreement (Continental Building Products, Inc.)
Impairments. It Subject to the provisions set forth below with respect to Priority Payment Obligations, it is the intention of the Second Priority Pari Debt Secured Parties of each Series that the holders of Second Priority Pari Debt Obligations of such Series (and not the Second Priority Pari Debt Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second Priority Pari Debt Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Second Priority Pari Debt Obligations), (y) any of the Second Priority Pari Debt Obligations of such Series do not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of Second Priority Pari Debt Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Second Priority Pari Debt Obligations) on a basis ranking prior to the security interest of such Series of Second Priority Pari Debt Obligations but junior to the security interest of any other Series of Second Priority Pari Debt Obligations or (ii) the existence of any Second Priority Collateral for any other Series of Second Priority Pari Debt Obligations that is not Second Priority Shared Collateral (any such condition referred to in the foregoing clauses clause (i) or (ii) with respect to any Series of Second Priority Pari Debt Obligations, an “Impairment” of such Series); provided, that the existence of a maximum claim with respect to any real property subject to a mortgage which applies to all Second Priority Debt Obligations shall not be deemed to be an Impairment of any Series of Second Priority Debt Obligations. In the event of any Impairment with respect to any Series of Second Pari Debt Obligations (other than Priority Debt Payment Obligations), the results of such Impairment shall be borne solely by the holders of such Series of Second Pari Debt Obligations (other than the Priority Debt Payment Obligations), and the rights of the holders of such Series of Second Priority Pari Debt Obligations (including, without limitation, the right to receive distributions in respect of such Series of Second Priority Pari Debt Obligations pursuant to Sections 4.01 and 13.01Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Second Priority Pari Debt Obligations subject to such Impairment. Notwithstanding anything herein to the contrary, with respect to the Priority Payment Obligations, the Revolving Secured Parties shall be entitled to the payments in accordance with Section 2.01 notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Non-Revolving Secured Parties on the Shared Collateral or of any Liens granted to any Revolving Secured Party on the Shared Collateral (or any actual or alleged defect in any of the foregoing) and notwithstanding any provision of the UCC, any applicable law, any Secured Debt Document or any other circumstance whatsoever, including whether or not such Liens securing or purporting to secure any Priority Payment Obligations are subordinated to any Lien securing any other obligation of the Borrower, any Grantor or any other Person or otherwise unperfected, subordinated, voided, avoided, invalidated or lapsed. The Non-Revolving Secured Parties’ hereby acknowledge and agree to turn over to the Revolving Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of the preceding sentence, even if such turnover has the effect of reducing the claim or recovery of the Non-Revolving Secured Parties. Additionally, in the event the Second Priority Pari Debt Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Second Priority Pari Debt Documents or the Pari Debt Obligations or the Second Priority Collateral Documents governing such Second Priority Pari Debt Obligations shall refer to such obligations or such documents as so modified.
Appears in 2 contracts
Samples: Amended and Restated Credit Agreement (IASIS Healthcare LLC), Revolving Credit Agreement (IASIS Healthcare LLC)
Impairments. It is the intention of the Second Priority First Lien Secured Parties of each Series that the holders of Second Priority Debt First Lien Obligations of such Series (and not the Second Priority First Lien Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second Priority Debt First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Second Priority Debt First Lien Obligations), (y) any of the Second Priority Debt First Lien Obligations of such Series do not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of Second Priority Debt First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Second Priority Debt First Lien Obligations) on a basis ranking prior to the security interest of such Series of Second Priority Debt First Lien Obligations but junior to the security interest of any other Series of Second Priority Debt First Lien Obligations or (ii) the existence of any Second Priority Collateral for any other Series of Second Priority Debt First Lien Obligations that is not Second Priority Shared Collateral for such Series (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of Second Priority Debt First Lien Obligations, an “Impairment” of such Series); provided, provided that the existence of a maximum claim with respect to any real property Material Real Property (as defined in the First Lien Credit Agreement) subject to a mortgage which that applies to all Second Priority Debt First Lien Obligations shall not be deemed to be an Impairment of any Series of Second Priority Debt First Lien Obligations. In the event of any Impairment with respect to any Series of Second Priority Debt First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Second Priority Debt First Lien Obligations, and the rights of the holders of such Series of Second Priority Debt First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of Second Priority Debt First Lien Obligations pursuant to Sections 4.01 and 13.01Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Second Priority Debt First Lien Obligations subject to such Impairment. Additionally, in the event the Second Priority Debt First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy CodeCode or any other provision of any Debtor Relief Law), any reference to such Second Priority Debt First Lien Obligations or the Second Priority Collateral First Lien Security Documents governing such Second Priority Debt First Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 2 contracts
Samples: Credit Agreement (Trinseo S.A.), Credit Agreement (Trinseo S.A.)
Impairments. It is the intention of the Second Priority Second-Lien Secured Parties of each Series that the holders of Second Priority Debt Second-Lien Obligations of such Series (and not the Second Priority Second-Lien Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second Priority Debt Second-Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Second Priority Debt Second-Lien Obligations), (y) any of the Second Priority Debt Second-Lien Obligations of such Series do not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of Second Priority Debt Second-Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Second Priority Debt Second-Lien Obligations) on a basis ranking prior to the security interest of such Series of Second Priority Debt Second-Lien Obligations but junior to the security interest of any other Series of Second Priority Debt Second-Lien Obligations or (ii) the existence of any Second Priority Collateral for any other Series of Second Priority Debt Second-Lien Obligations that is not Second Priority Shared Collateral (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of Second Priority Debt Second-Lien Obligations, an “Impairment” of such Series); provided, provided that the existence of a maximum claim with respect to any real property Material Real Property (as defined in the Credit Agreement) subject to a mortgage which that applies to all Second Priority Debt Second-Lien Obligations shall not be deemed to be an Impairment of any Series of Second Priority Debt Second-Lien Obligations. In the event of any Impairment with respect to any Series of Second Priority Debt Second-Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Second Priority Debt Second-Lien Obligations, and the rights of the holders of such Series of Second Priority Debt Second-Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of Second Priority Debt Second-Lien Obligations pursuant to Sections 4.01 and 13.01Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Second Priority Debt Second-Lien Obligations subject to such Impairment. Additionally, in the event the Second Priority Debt Second-Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Second Priority Debt Second-Lien Obligations or the Second Priority Collateral Second-Lien Security Documents governing such Second Priority Debt Second-Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 2 contracts
Samples: Second Lien Credit Agreement (TransFirst Inc.), First Lien Credit Agreement (TransFirst Inc.)
Impairments. It is the intention of the Second Priority First Lien Secured Parties of each Series that the holders of Second Priority Debt First Lien Obligations of such Series (and not the Second Priority First Lien Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second Priority Debt First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Second Priority Debt First Lien Obligations), (y) any of the Second Priority Debt First Lien Obligations of such Series do not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of Second Priority Debt First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Second Priority Debt First Lien Obligations) on a basis ranking prior to the security interest of such Series of Second Priority Debt First Lien Obligations but junior to the security interest of any other Series of Second Priority Debt First Lien Obligations or and (ii) the existence of any Second Priority Collateral for any other Series of Second Priority Debt First Lien Obligations that is not Second Priority Shared Collateral (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of Second Priority Debt First Lien Obligations, an “Impairment” of such Series); provided, that the existence of a maximum claim with respect to any real property subject to a mortgage which applies to all Second Priority Debt Obligations shall not be deemed to be an Impairment of any Series of Second Priority Debt Obligations. In the event of any Impairment with respect to any Series of Second Priority Debt First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Second Priority Debt First Lien Obligations, and the rights of the holders of such Series of Second Priority Debt First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of Second Priority Debt First Lien Obligations pursuant to Sections 4.01 and 13.01Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Second Priority Debt First Lien Obligations subject to such Impairment. Additionally, in the event the Second Priority Debt First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Second Priority Debt First Lien Obligations or the Second Priority Collateral First Lien Documents governing such Second Priority Debt First Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Impairments. It is the intention of the Second Priority First-Lien Secured Parties of each Series that the holders of Second Priority Debt First-Lien Obligations of such Series (and not the Second Priority First-Lien Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second Priority Debt First-Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Second Priority Debt First-Lien Obligations), (y) any of the Second Priority Debt First-Lien Obligations of such Series do not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of Second Priority Debt First-Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Second Priority Debt First-Lien Obligations) on a basis ranking prior to the security interest of such Series of Second Priority Debt First-Lien Obligations but junior to the security interest of any other Series of Second Priority Debt First-Lien Obligations or (ii) the existence of any Second Priority Collateral for any other Series of Second Priority Debt First-Lien Obligations that is not Second Priority Shared Collateral for such Series of First-Lien Obligations (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of Second Priority Debt First-Lien Obligations, an “Impairment” of such SeriesSeries of First-Lien Obligations); provided, that the existence of a maximum claim with respect to any real property subject to a mortgage which applies to all Second Priority Debt First-Lien Obligations shall not be deemed to be an Impairment of any Series of Second Priority Debt First-Lien Obligations. In the event of any Impairment with respect to any Series of Second Priority Debt First-Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Second Priority Debt First-Lien Obligations, and the rights of the holders of such Series of Second Priority Debt First-Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of Second Priority Debt First-Lien Obligations pursuant to Sections 4.01 and 13.01Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Second Priority Debt First-Lien Obligations subject to such Impairment. Additionally, in the event the Second Priority Debt First-Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy CodeCode or any equivalent provision of any other applicable Bankruptcy Law), any reference to such Second Priority Debt First-Lien Obligations or the Second Priority Collateral First-Lien Security Documents governing such Second Priority Debt First-Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Samples: First Lien Intercreditor Agreement (SeaWorld Entertainment, Inc.)
Impairments. It is the intention of the Second Priority First Lien Secured Parties of each Series that the holders of Second Priority Debt First Lien Obligations of such Series (and not the Second Priority First Lien Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second Priority Debt First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Second Priority Debt First Lien Obligations), (y) any of the Second Priority Debt First Lien Obligations of such Series do not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of Second Priority Debt First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Second Priority Debt First Lien Obligations) on a basis ranking prior to the security interest of such Series of Second Priority Debt First Lien Obligations but junior to the security interest of any other Series of Second Priority Debt First Lien Obligations or (ii) the existence of any Second Priority Collateral for any other Series of Second Priority Debt First Lien Obligations that is not Second Priority Shared Collateral for such Series (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of Second Priority Debt First Lien Obligations, an “Impairment” of such Series); provided, provided that the existence of a maximum claim with respect to any real property Material Real Property (as defined in the First Lien Credit Agreement) subject to a mortgage which that applies to all Second Priority Debt First Lien Obligations shall not be deemed to be an Impairment of any Series of Second Priority Debt First Lien Obligations. In the event of any Impairment with respect to any Series of Second Priority Debt First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Second Priority Debt First Lien Obligations, and the rights of the holders of such Series of Second Priority Debt First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of Second Priority Debt First Lien Obligations pursuant to Sections 4.01 and 13.01Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Second Priority Debt First Lien Obligations subject to such Impairment. Additionally, in the event the Second Priority Debt First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Second Priority Debt First Lien Obligations or the Second Priority Collateral First Lien Security Documents governing such Second Priority Debt First Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Impairments. It is the intention of the Second Priority First Lien Secured Parties of each Series that the holders of Second Priority Debt First Lien Obligations of such Series (and not the Second Priority First Lien Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second Priority Debt First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Second Priority Debt First Lien Obligations), (y) any of the Second Priority Debt First Lien Obligations of such Series do not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of Second Priority Debt First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Second Priority Debt First Lien Obligations) on a basis ranking prior to the security interest of such Series of Second Priority Debt First Lien Obligations but junior to the security interest of any other Series of Second Priority Debt First Lien Obligations or (ii) the existence of any Second Priority Collateral for any other Series of Second Priority Debt First Lien Obligations that is not Second Priority Shared Collateral for such Series (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of Second Priority Debt First Lien Obligations, an “Impairment” of such Series); provided, provided that the existence of a maximum claim with respect to any real property Material Real Estate Asset (as defined in the Credit Agreement) subject to a mortgage which that applies to all Second Priority Debt First Lien Obligations shall not be deemed to be an Impairment of any Series of Second Priority Debt First Lien Obligations. In the event of any Impairment with respect to any Series of Second Priority Debt First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Second Priority Debt First Lien Obligations, and the rights of the holders of such Series of Second Priority Debt First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of Second Priority Debt First Lien Obligations pursuant to Sections 4.01 and 13.01Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Second Priority Debt First Lien Obligations subject to such Impairment. Additionally, in the event the Second Priority Debt First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy CodeCode or any other provision of any Bankruptcy Law), any reference to such Second Priority Debt First Lien Obligations or the Second Priority Collateral First Lien Security Documents governing such Second Priority Debt First Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Samples: Credit Agreement (Nuvei Corp)
Impairments. It is the intention of the Second Equal Priority Secured Parties of each Series that the holders of Second Equal Priority Debt Obligations of such Series (and not the Second Equal Priority Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second Equal Priority Debt Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Second Equal Priority Debt Obligations), (y) any of the Second Equal Priority Debt Obligations of such Series do not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of Second Equal Priority Debt Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Second Equal Priority Debt Obligations) on a basis ranking prior to the security interest of such Series of Second Equal Priority Debt Obligations but junior to the security interest of any other Series of Second Equal Priority Debt Obligations or (ii) the existence of any Second Priority Collateral for any other Series of Second Equal Priority Debt Obligations that is not Second Priority Shared Collateral (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of Second Equal Priority Debt Obligations, an “Impairment” of such Series); provided, that the existence of a maximum claim with respect to any real property subject to a mortgage which applies to all Second Priority Debt Obligations shall not be deemed to be an Impairment of any Series of Second Priority Debt Obligations. In the event of any Impairment with respect to any Series of Second Equal Priority Debt Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Second Equal Priority Debt Obligations, and the rights of the holders of such Series of Second Equal Priority Debt Obligations (including, without limitation, including the right to receive distributions in respect of such Series of Second Equal Priority Debt Obligations pursuant to Sections 4.01 and 13.01Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Second Equal Priority Debt Obligations subject to such Impairment. Additionally, in the event the Second Equal Priority Debt Obligations of any Series are modified pursuant to applicable law (including, without limitation, including pursuant to Section 1129 of the Bankruptcy Code), any reference to such Second Equal Priority Debt Obligations or the Second Priority Collateral Secured Credit Documents governing such Second Equal Priority Debt Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Impairments. It is the intention of the Second Priority First Lien Secured Parties of each Series that the holders of Second Priority Debt First Lien Obligations of such Series (and not the Second Priority First Lien Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second Priority Debt First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Second Priority Debt First Lien Obligations), (y) any of the Second Priority Debt First Lien Obligations of such Series do not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of Second Priority Debt First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Second Priority Debt First Lien Obligations) on a basis ranking prior to the security interest of such Series of Second Priority Debt First Lien Obligations but junior to the security interest of any other Series of Second Priority Debt Obligations First Lien Obligations, or (ii) the existence of any Second Priority Collateral for any other Series of Second Priority Debt First Lien Obligations that is not Second Priority Shared Collateral (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of Second Priority Debt First Lien Obligations, an “Impairment” of such Series); provided, that the existence of a maximum claim with respect to any real property subject to a mortgage which applies to all Second Priority Debt Obligations shall not be deemed to be an Impairment of any Series of Second Priority Debt Obligations. In the event of any Impairment with respect to any Series of Second Priority Debt First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Second Priority Debt First Lien Obligations, and the rights of the holders of such Series of Second Priority Debt First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of Second Priority Debt First Lien Obligations pursuant to Sections 4.01 and 13.01Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Second Priority Debt First Lien Obligations subject to such Impairment. Additionally, in the event the Second Priority Debt First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy CodeCode or any equivalent provisions of any other Bankruptcy Law), any reference to such Second Priority Debt First Lien Obligations or the Second Priority Collateral Secured Credit Documents governing such Second Priority Debt First Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Samples: Pari Passu Intercreditor Agreement (Cardtronics PLC)
Impairments. It is the intention of the Second Priority First-Lien Secured Parties of each Series that the holders of Second Priority Debt First-Lien Obligations of such Series (and not the Second Priority First-Lien Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second Priority Debt First-Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Second Priority Debt First-Lien Obligations), (y) any of the Second Priority Debt First-Lien Obligations of such Series do not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of Second Priority Debt First-Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Second Priority Debt First-Lien Obligations) on a basis ranking prior to the security interest of such Series of Second Priority Debt First-Lien Obligations but junior to the security interest of any other Series of Second Priority Debt First-Lien Obligations or (ii) the existence of any Second Priority Collateral for any other Series of Second Priority Debt First-Lien Obligations that is not Second Priority Shared Collateral (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of Second Priority Debt First-Lien Obligations, an “Impairment” of such Series); provided, provided that the existence of a maximum claim with respect to any real property Material Real Property subject to a mortgage which that applies to all Second Priority Debt First Lien Obligations shall not be deemed to be an Impairment of any Series of Second Priority Debt First-Lien Obligations. In the event of any Impairment with respect to any Series of Second Priority Debt First-Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Second Priority Debt First-Lien Obligations, and the rights of the holders of such Series of Second Priority Debt First-Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of Second Priority Debt First-Lien Obligations pursuant to Sections 4.01 and 13.01Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Second Priority Debt First-Lien Obligations subject to such Impairment. Additionally, in the event the Second Priority Debt First-Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy CodeCode or pursuant to any other Debtor Relief Law), any reference to such Second Priority Debt First-Lien Obligations or the Second Priority Collateral First-Lien Security Documents governing such Second Priority Debt First-Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Samples: Credit Agreement (Patheon Inc)
Impairments. It is the intention of the Second Priority Secured Parties Senior Claimholders of each Series that the holders of Second Priority Debt Senior Obligations of such Series (and not the Second Priority Secured Parties Senior Claimholders of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second Priority Debt Senior Obligations of such Series are unenforceable under applicable law Law or are subordinated to any other obligations (other than another Series of Second Priority Debt Senior Obligations), (y) any of the Second Priority Debt Senior Obligations of such Series do not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of Second Priority Debt Senior Obligations and/or or (z) any intervening security interest exists securing any other obligations (other than another Series of Second Priority Debt Senior Obligations) on a basis ranking prior to the security interest of such Series of Second Priority Debt Senior Obligations but junior to the security interest of any other Series of Second Priority Debt Senior Obligations or (ii) the existence of any Second Priority Collateral for any other Series of Second Priority Debt Senior Obligations that is not Second Priority Shared Collateral for such Series (any such condition referred to in the foregoing clauses clause (i) or (ii) with respect to any Series of Second Priority Debt Senior Obligations, an “Impairment” of such Series); provided, that the existence of a maximum claim with respect to any real property subject to a mortgage which applies to all Second Priority Debt Obligations shall not be deemed to be an Impairment of any Series of Second Priority Debt Obligations. In the event of any Impairment with respect to any Series of Second Priority Debt Senior Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Second Priority Debt Senior Obligations, and the rights of the holders of such Series of Second Priority Debt Senior Obligations (including, without limitation, the right to receive distributions in respect of such Series of Second Priority Debt Senior Obligations pursuant to Sections 4.01 and 13.01Section 2.1) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Second Priority Debt Senior Obligations subject to such Impairment. Additionally, in the event the Second Priority Debt Senior Obligations of any Series are modified pursuant to applicable law Law or Bankruptcy Law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Second Priority Debt Senior Obligations or the Second Priority Collateral Senior Documents governing such Second Priority Debt Senior Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Samples: First Lien Pari Passu Intercreditor Agreement (Geo Group Inc)
Impairments. It is the intention of the Second Priority First-Lien Secured Parties of each Series that the holders of Second Priority Debt First-Lien Obligations of such Series (and not the Second Priority First-Lien Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second Priority Debt First-Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Second Priority Debt First-Lien Obligations), (y) any of the Second Priority Debt First-Lien Obligations of such Series do not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of Second Priority Debt First-Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Second Priority Debt First-Lien Obligations) on a basis ranking prior to the security interest of such Series of Second Priority Debt First-Lien Obligations but junior to the security interest of any other Series of Second Priority Debt First-Lien Obligations or (ii) the existence of any Second Priority Collateral for any other Series of Second Priority Debt First-Lien Obligations that is not Second Priority Shared Collateral (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of Second Priority Debt First-Lien Obligations, an “Impairment” of such Series); provided, that the existence of a maximum claim with respect to any Mortgages on real property subject to a mortgage which applies to all Second Priority Debt First-Lien Obligations shall not be deemed to be an Impairment of any Series of Second Priority Debt First-Lien Obligations. In the event of any Impairment with respect to any Series of Second Priority Debt First-Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Second Priority Debt First-Lien Obligations, and the rights of the holders of such Series of Second Priority Debt First-Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of Second Priority Debt First-Lien Obligations pursuant to Sections 4.01 and 13.01Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne held solely by the holders of the Series of such Second Priority Debt First-Lien Obligations subject to such Impairment. Additionally, in the event the Second Priority Debt First-Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Second Priority Debt First-Lien Obligations or the Second Priority Collateral First-Lien Security Documents governing such Second Priority Debt First-Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Samples: Indenture (National CineMedia, LLC)
Impairments. It is the intention of the Second Priority Lien Secured Parties of each Series that the holders of Second Priority Debt Lien Obligations of such Series (and not the Second Priority Lien Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second Priority Debt Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Second Priority Debt Lien Obligations), (y) any of the Second Priority Debt Lien Obligations of such Series do not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of Second Priority Debt Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Second Priority Debt Lien Obligations) on a basis ranking prior to the security interest of such Series of Second Priority Debt Lien Obligations but junior to the security interest of any other Series of Second Priority Debt Lien Obligations or (ii) the existence of any Second Priority Collateral for any other Series of Second Priority Debt Lien Obligations that is not Second Priority Shared Collateral (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of Second Priority Debt Lien Obligations, an “Impairment” of such Series); provided, that the existence of a maximum claim with respect to any real property subject to a mortgage which applies to all Second Priority Debt Obligations shall not be deemed to be an Impairment of any Series of Second Priority Debt Obligations. In the event of any Impairment with respect to any Series of Second Priority Debt Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Second Priority Debt Lien Obligations, and the rights of the holders of such Series of Second Priority Debt Lien Obligations (including, without limitation, including the right to receive distributions in respect of such Series of Second Priority Debt Lien Obligations pursuant to Sections 4.01 and 13.01Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Second Priority Debt Lien Obligations subject to such Impairment. Additionally, in the event the Second Priority Debt Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Second Priority Debt Lien Obligations or the Second Priority Collateral Lien Documents governing such Second Priority Debt Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Impairments. It is the intention of the Second Priority First Lien Secured Parties of each Series that the holders of Second Priority Debt First Lien Obligations of such Series (and not the Second Priority First Lien Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second Priority Debt First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Second Priority Debt First Lien Obligations), (y) any of the Second Priority Debt First Lien Obligations of such Series do not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of Second Priority Debt First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Second Priority Debt First Lien Obligations) on a basis ranking prior to the security interest of such Series of Second Priority Debt First Lien Obligations but junior to the security interest of any other Series of Second Priority Debt First Lien Obligations or (ii) the existence of any Second Priority Collateral for any other Series of Second Priority Debt First Lien Obligations that is not Second Priority Shared Collateral (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of Second Priority Debt First Lien Obligations, an “Impairment” of such Series); provided, that the existence of a maximum claim with respect to any real property subject to a mortgage which applies to all Second Priority Debt Obligations shall not be deemed to be an Impairment of any Series of Second Priority Debt Obligations. In the event of any Impairment with respect to any Series of Second Priority Debt First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Second Priority Debt First Lien Obligations, and the rights of the holders of such Series of Second Priority Debt First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of Second Priority Debt First Lien Obligations pursuant to Sections 4.01 and 13.01Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Second Priority Debt First Lien Obligations subject to such Impairment. Additionally, in the event the Second Priority Debt First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Second Priority Debt Secured Credit Obligations or the Second Priority Collateral First Lien Documents governing such Second Priority Debt First Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Samples: Indenture (RR Donnelley & Sons Co)
Impairments. It is the intention of the Second Priority Senior Secured Parties of each Series that the holders of Second Priority Debt Senior Obligations of such Series (and not the Second Priority Senior Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second Priority Debt Senior Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Second Priority Debt Senior Obligations), (y) any of the Second Priority Debt Senior Obligations of such Series do not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of Second Priority Debt Senior Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Second Priority Debt Senior Obligations) on a basis ranking prior to the security interest of such Series of Second Priority Debt Senior Obligations but junior to the security interest of any other Series of Second Priority Debt Senior Obligations or (ii) the existence of any Second Priority Collateral for any other Series of Second Priority Debt Senior Obligations that is not Second Priority Shared Collateral (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of Second Priority Debt Senior Obligations, an “Impairment” of such Series); provided, provided that the existence of a maximum claim with respect to any real property Real Property (as defined in the Credit Agreement) subject to a mortgage which that applies to all Second Priority Debt Senior Obligations shall not be deemed to be an Impairment of any Series of Second Priority Debt Senior Obligations. In the event of any Impairment with respect to any Series of Second Priority Debt Senior Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Second Priority Debt Senior Obligations, and the rights of the holders of such Series of Second Priority Debt Senior Obligations (including, without limitation, the right to receive distributions in respect of such Series of Second Priority Debt Senior Obligations pursuant to Sections 4.01 and 13.01Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Second Priority Debt Senior Obligations subject to such Impairment. Additionally, in the event the Second Priority Debt Senior Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Second Priority Debt Senior Obligations or the Second Priority Collateral Senior Security Documents governing such Second Priority Debt Senior Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Samples: Credit Agreement (Weight Watchers International Inc)
Impairments. It is the intention of the Second Priority First Lien Secured Parties of each Series that the holders of Second Priority Debt First Lien Obligations of such Series (and not the Second Priority First Lien Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second Priority Debt First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Second Priority Debt First Lien Obligations), (y) any of the Second Priority Debt First Lien Obligations of such Series do not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of Second Priority Debt First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Second Priority Debt First Lien Obligations) on a basis ranking prior to the security interest of such Series of Second Priority Debt First Lien Obligations but junior to the security interest of any other Series of Second Priority Debt First Lien Obligations or (ii) the existence of any Second Priority Collateral for any other Series of Second Priority Debt First Lien Obligations that is not Second Priority Shared Collateral (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of Second Priority Debt First Lien Obligations, an “Impairment” of such Series); provided, that the existence of a maximum claim with respect to any real property subject to a mortgage which applies to all Second Priority Debt Obligations shall not be deemed to be an Impairment of any Series of Second Priority Debt Obligations. In the event of any Impairment with respect to any Series of Second Priority Debt First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Second Priority Debt First Lien Obligations, and the rights of the holders of such Series of Second Priority Debt First Lien Obligations (including, without limitation, including the right to receive distributions in respect of such Series of Second Priority Debt First Lien Obligations pursuant to Sections 4.01 and 13.01Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Second Priority Debt First Lien Obligations subject to such Impairment. Additionally, in the event the Second Priority Debt First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Second Priority Debt First Lien Obligations or the Second Priority Collateral First Lien Documents governing such Second Priority Debt First Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Impairments. It is the intention of the Second Priority First Lien Secured Parties of each Series that the holders of Second Priority Debt First Lien Obligations of such Series (and not the Second Priority First Lien Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second Priority Debt First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Second Priority Debt First Lien Obligations), (y) any of the Second Priority Debt First Lien Obligations of such Series do not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of Second Priority Debt First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Second Priority Debt First Lien Obligations) on a basis ranking prior to the security interest of such Series of Second Priority Debt First Lien Obligations but junior to the security interest of any other Series of Second Priority Debt First Lien Obligations or (ii) the existence of any Second Priority Collateral for any other Series of Second Priority Debt Obligations that is not Second Priority Shared Collateral (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of Second Priority Debt First Lien Obligations, an “Impairment” of such Series); provided, that the existence of a maximum claim with respect to any real property properties subject to a mortgage in favor of any First Lien Secured Party which applies to all Second Priority Debt First Lien Obligations shall not be deemed to be an Impairment of any Series of Second Priority Debt First Lien Obligations. In the event of any Impairment with respect to any Series of Second Priority Debt First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Second Priority Debt First Lien Obligations, and the rights of the holders of such Series of Second Priority Debt First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of Second Priority Debt First Lien Obligations pursuant to Sections 4.01 and 13.01Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Second Priority Debt First Lien Obligations subject to such Impairment. Additionally, in the event the Second Priority Debt First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Second Priority Debt First Lien Obligations or the Second Priority Collateral First Lien Documents governing such Second Priority Debt First Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Samples: Senior Secured Notes Indenture (Spanish Broadcasting System Inc)
Impairments. It is the intention of the Second First Lien Priority Secured Parties of each Series that the holders of Second First Lien Priority Debt Obligations of such Series (and not the Second First Lien Priority Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second First Lien Priority Debt Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Second First Lien Priority Debt Obligations), (y) any of the Second First Lien Priority Debt Obligations of such Series do not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of Second First Lien Priority Debt Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Second First Lien Priority Debt Obligations) on a basis ranking prior to the security interest of such Series of Second First Lien Priority Debt Obligations but junior to the security interest of any other Series of Second First Lien Priority Debt Obligations or (ii) the existence of any Second Priority Collateral for any other Series of Second First Lien Priority Debt Obligations that is not Second Priority Shared Collateral (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of Second First Lien Priority Debt Obligations, an “Impairment” of such Series); provided, that the existence of a maximum claim with respect to any real property subject to a mortgage which applies to all Second Priority Debt Obligations shall not be deemed to be an Impairment of any Series of Second Priority Debt Obligations. In the event of any Impairment with respect to any Series of Second First Lien Priority Debt Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Second First Lien Priority Debt Obligations, and the rights of the holders of such Series of Second First Lien Priority Debt Obligations (including, without limitation, the right to receive distributions in respect of such Series of Second First Lien Priority Debt Obligations pursuant to Sections 4.01 and 13.01Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Second First Lien Priority Debt Obligations subject to such Impairment. Additionally, in the event the Second First Lien Priority Debt Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Second First Lien Priority Debt Obligations or the Second First Lien Priority Collateral Security Documents governing such Second First Lien Priority Debt Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Impairments. It is the intention of the Second Priority First Lien Secured Parties of each Series that the holders of Second Priority Debt First Lien Obligations of such Series (and not the Second Priority First Lien Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second Priority Debt First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Second Priority Debt First Lien Obligations), (y) any of the Second Priority Debt First Lien Obligations of such Series do not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of Second Priority Debt First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Second Priority Debt First Lien Obligations) on a basis ranking prior to the security interest of such Series of Second Priority Debt First Lien Obligations but junior to the security interest of any other Series of Second Priority Debt First Lien Obligations or and (ii) the existence of any Second Priority Collateral for any other Series of Second Priority Debt First Lien Obligations that is not Second Priority Shared Collateral (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of Second Priority Debt First Lien Obligations, an “Impairment” of such Series); provided, that the existence of a maximum claim with respect to any real property subject to a mortgage which applies to all Second Priority Debt Obligations shall not be deemed to be an Impairment of any Series of Second Priority Debt Obligations. In the event of any Impairment with respect to any Series of Second Priority Debt First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Second Priority Debt First Lien Obligations, and the rights of the holders of such Series of Second Priority Debt First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of Second Priority Debt First Lien Obligations pursuant to Sections 4.01 and 13.01Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Second Priority Debt First Lien Obligations subject to such Impairment. Additionally, in the event the Second Priority Debt First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Second Priority Debt First Lien Obligations or the Second Priority Collateral Secured Debt Documents governing such Second Priority Debt First Lien Obligations shall refer to such obligations or such documents as so modified. Notwithstanding anything herein to the contrary, with respect to any Shared Collateral for which a third party (other than a First Lien Secured Party) has a Lien or security interest that is junior in priority to the security interest of any Series of First Lien Obligations but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of any other Series of First Lien Obligations (such third party an “Intervening Creditor”), the value of any Shared Collateral or Proceeds which are allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Shared Collateral or Proceeds to be distributed in respect of the Series of First Lien Obligations with respect to which such Impairment exists. Notwithstanding anything to the contrary set forth in this Agreement, (x) the payment priorities set forth in Section 2.01(a) shall apply notwithstanding (i) anything to the contrary contained in any agreement or filing to which any First Lien Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing and (ii) any provision of the Uniform Commercial Code or any applicable law or any Secured Debt Document or any other circumstance whatsoever and (y) until the Discharge of the Priority Revolving Credit Obligations, the term “Shared Collateral” shall be deemed to include any Collateral securing or purporting to secure the Priority Revolving Credit Obligations.
Appears in 1 contract
Impairments. It is the intention of the Second First Lien Priority Secured Parties of each Series that the holders of Second First Lien Priority Debt Obligations of such Series (and not the Second First Lien Priority Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second First Lien Priority Debt Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Second First Lien Priority Debt Obligations), (y) any of the Second First Lien Priority Debt Obligations of such Series do not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of Second First Lien Priority Debt Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Second First Lien Priority Debt Obligations) on a basis ranking prior to the security interest of such Series of Second First Lien Priority Debt Obligations but junior to the security interest of any other Series of Second First Lien Priority Debt Obligations or (ii) the existence of any Second Priority Collateral for any other Series of Second First Lien Priority Debt Obligations that is not Second Priority Shared Collateral (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of Second First Lien Priority Debt Obligations, an “Impairment” of such Series); provided, provided that the existence of a maximum claim with respect to any real property subject to a mortgage which Mortgaged Property (as defined in the Credit Agreement) that applies to all Second First Lien Priority Debt Obligations shall not be deemed to be an Impairment of any Series of Second First Lien Priority Debt Obligations. In the event of any Impairment with respect to any Series of Second First Lien Priority Debt Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Second First Lien Priority Debt Obligations, and the rights of the holders of such Series of Second First Lien Priority Debt Obligations (including, without limitation, the right to receive distributions in respect of such Series of Second First Lien Priority Debt Obligations pursuant to Sections 4.01 and 13.01Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Second First Lien Priority Debt Obligations subject to such Impairment. Additionally, in the event the Second First Lien Priority Debt Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Second First Lien Priority Debt Obligations or the Second First Lien Priority Collateral Security Documents governing such Second First Lien Priority Debt Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Samples: First Lien Priority Intercreditor Agreement (Domus Holdings Corp)
Impairments. It is the intention of the Second Equal Priority Secured Parties of each Series that the holders of Second Equal Priority Debt Obligations of such Series (and not the Second Equal Priority Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second Equal Priority Debt Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Second Equal Priority Debt Obligations), (y) any of the Second Equal Priority Debt Obligations of such Series do not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of Second Equal Priority Debt Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Second Equal Priority Debt Obligations) on a basis ranking prior to the security interest of such Series of Second Equal Priority Debt Obligations but junior to the security interest of any other Series of Second Equal Priority Debt Obligations or (ii) the existence of any Second Priority Collateral for any other Series of Second Equal Priority Debt Obligations that is not Second Priority Shared Collateral (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of Second Equal Priority Debt Obligations, an “Impairment” of such Series); provided, provided that the existence of a maximum claim with respect to any real property subject to a mortgage Mortgaged Properties (as defined in the 2027 Note Purchase Agreement or 2029 Note Purchase Agreement) which applies to all Second Equal Priority Debt Obligations shall not be deemed to be an Impairment of any Series of Second Equal Priority Debt Obligations. In the event of any Impairment with respect to any Series of Second Equal Priority Debt Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Second Equal Priority Debt Obligations, and the rights of the holders of such Series of Second Equal Priority Debt Obligations (including, without limitation, the right to receive distributions in respect of such Series of Second Equal Priority Debt Obligations pursuant to Sections 4.01 and 13.01Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Second Equal Priority Debt Obligations subject to such Impairment. Additionally, in the event the Second Equal Priority Debt Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Second Equal Priority Debt Obligations or the Second Priority Collateral Secured Debt Documents governing such Second Equal Priority Debt Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Samples: Equal Priority Intercreditor Agreement (Velocity Financial, Inc.)
Impairments. It is the intention of the Second Priority First-Lien Secured Parties of each Series that the holders of Second Priority Debt First-Lien Obligations of such Series (and not the Second Priority First-Lien Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second Priority Debt First-Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Second Priority Debt 001317-0004-16372-Active.32162929 First-Lien Obligations), (y) any of the Second Priority Debt First-Lien Obligations of such Series do not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of Second Priority Debt First-Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Second Priority Debt First-Lien Obligations) on a basis ranking prior to the security interest of such Series of Second Priority Debt First-Lien Obligations but junior to the security interest of any other Series of Second Priority Debt First-Lien Obligations or (ii) the existence of any Second Priority Collateral for any other Series of Second Priority Debt First-Lien Obligations that is not Second Priority Shared Collateral (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of Second Priority Debt First-Lien Obligations, an “Impairment” of such Series); provided, provided that the existence of a maximum claim with respect to any real property subject to a mortgage which Mortgaged Property (as defined in the Credit Agreement) that applies to all Second Priority Debt First-Lien Obligations shall not be deemed to be an Impairment of any Series of Second Priority Debt First-Lien Obligations. In the event of any Impairment with respect to any Series of Second Priority Debt First-Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Second Priority Debt First-Lien Obligations, and the rights of the holders of such Series of Second Priority Debt First-Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of Second Priority Debt First-Lien Obligations pursuant to Sections 4.01 and 13.01Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Second Priority Debt First-Lien Obligations subject to such Impairment. Additionally, in the event the Second Priority Debt First-Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Second Priority Debt First-Lien Obligations or the Second Priority Collateral First-Lien Security Documents governing such Second Priority Debt First-Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Impairments. It is the intention of the Second Equal Priority Secured Parties of each Series that the holders of Second Equal Priority Debt Obligations of such Series (and not the Second Equal Priority Secured Parties of any other Series) bear the risk of (ia) any determination by a court of competent jurisdiction that (xi) any of the Second Equal Priority Debt Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Second Equal Priority Debt Obligations), (yii) any of the Second Equal Priority Debt Obligations of such Series do not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of Second Equal Priority Debt Obligations and/or (ziii) any intervening security interest exists securing any other obligations (other than another Series of Second Equal Priority Debt Obligations) on a basis ranking prior to the security interest of such Series of Second Equal Priority Debt Obligations but junior to the security interest of any other Series of Second Equal Priority Debt Obligations or (iib) the existence of any Second Priority Collateral for any other Series of Second Equal Priority Debt Obligations that is not Second Priority Shared Collateral (any such condition referred to in the foregoing clauses (ia) or (iib) with respect to any Series of Second Equal Priority Debt Obligations, an “Impairment” of such Series); provided, provided that the existence of a maximum claim with respect to any real property Material Real Estate Assets (as defined in the Senior Credit Agreement) subject to a mortgage which applies to all Second Mortgage (as defined in the Senior Credit Agreement) securing any Equal Priority Debt Obligations shall not be deemed to be an Impairment of any Series of Second Equal Priority Debt Obligations. In the event of any Impairment with respect to any Series of Second Equal Priority Debt Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Second Equal Priority Debt Obligations, and the rights of the holders of such Series of Second Equal Priority Debt Obligations (including, without limitation, including the right to receive distributions in respect of such Series of Second Equal Priority Debt Obligations pursuant to Sections 4.01 and 13.01Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Second Equal Priority Debt Obligations subject to such Impairment. Additionally, in the event the Second Equal Priority Debt Obligations of any Series are modified pursuant to applicable law (including, without limitation, including pursuant to Section 1129 of the Bankruptcy Code), any reference to such Second Equal Priority Debt Obligations or the Second Priority Collateral Secured Credit Documents governing such Second Equal Priority Debt Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Impairments. It is the intention of the Second Priority First Lien Secured Parties of each Series that the holders of Second Priority Debt First Lien Obligations of such Series (and not the Second Priority First Lien Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second Priority Debt First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Second Priority Debt First Lien Obligations), (y) any of the Second Priority Debt First Lien Obligations of such Series do not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of Second Priority Debt First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Second Priority Debt First Lien Obligations) on a basis ranking prior to the security interest of such Series of Second Priority Debt First Lien Obligations but junior to the security interest of any other Series of Second Priority Debt First Lien Obligations or (ii) the existence of any Second Priority Collateral for any other Series of Second Priority Debt First Lien Obligations that is not Second Priority Shared Collateral (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of Second Priority Debt First Lien Obligations, an “Impairment” of such Series); provided, provided that the existence of a maximum claim with respect to any real property subject to a mortgage which applies to all Second Priority Debt First Lien Obligations shall not be deemed to be an Impairment of any Series of Second Priority Debt First Lien Obligations. In the event of any Impairment with respect to any Series of Second Priority Debt First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Second Priority Debt First Lien Obligations, and the rights of the holders of such Series of Second Priority Debt First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of Second Priority Debt First Lien Obligations pursuant to Sections 4.01 and 13.01Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Second Priority Debt First Lien Obligations subject to such Impairment. Additionally, in the event the Second Priority Debt First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Second Priority Debt First Lien Obligations or the Second Priority Collateral First Lien Security Documents governing such Second Priority Debt First Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Samples: Intercreditor Agreement (Sabine Pass Tug Services, LLC)
Impairments. It is the intention of the Second Priority First-Lien Secured Parties of each Series that the holders of Second Priority Debt First-Lien Obligations of such Series (and not the Second Priority First-Lien Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second Priority Debt First-Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Second Priority Debt First-Lien Obligations), (y) any of the Second Priority Debt First-Lien Obligations of such Series do not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of Second Priority Debt First-Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Second Priority Debt First-Lien Obligations) on a basis ranking prior to the security interest of such Series of Second Priority Debt First-Lien Obligations but junior to the security interest of any other Series of Second Priority Debt First-Lien Obligations or (ii) the existence of any Second Priority Collateral for any other Series of Second Priority Debt First-Lien Obligations that is not Second Priority Shared Collateral (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of Second Priority Debt First-Lien Obligations, an “Impairment” of such Series); provided, provided that the existence of a maximum claim with respect to any real property Material Real Property (as defined in the Credit Agreement) subject to a mortgage which that applies to all Second Priority Debt First-Lien Obligations shall not be deemed to be an Impairment of any Series of Second Priority Debt First-Lien Obligations. In the event of any Impairment with respect to any Series of Second Priority Debt First-Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Second Priority Debt First-Lien Obligations, and the rights of the holders of such Series of Second Priority Debt First-Lien 193389721 Obligations (including, without limitation, the right to receive distributions in respect of such Series of Second Priority Debt First-Lien Obligations pursuant to Sections 4.01 and 13.01Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Second Priority Debt First-Lien Obligations subject to such Impairment. Additionally, in the event the Second Priority Debt First-Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Second Priority Debt First-Lien Obligations or the Second Priority Collateral First-Lien Security Documents governing such Second Priority Debt First-Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Impairments. It is the intention of the Second Equal Priority Secured Parties of each Series that the holders of Second Equal Priority Debt Obligations of such Series (and not the Second Equal Priority Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second Equal Priority Debt Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Second Equal Priority Debt Obligations), (y) any of the Second Equal Priority Debt Obligations of such Series do not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of Second Equal Priority Debt Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Second Equal Priority Debt Obligations) on a basis ranking prior to the security interest of such Series of Second Equal Priority Debt Obligations but junior to the security interest of any other Series of Second Equal Priority Debt Obligations or (ii) the existence of any Second Priority Collateral for any other Series of Second Equal Priority Debt Obligations that is not Second Priority Shared Collateral (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of Second Equal Priority Debt Obligations, an “Impairment” of such Series); provided, provided that the existence of a maximum claim with respect to any real property subject to a mortgage Mortgaged Properties (as defined in the Senior Credit Agreement) which applies to all Second Equal Priority Debt Obligations shall not be deemed to be an Impairment of any Series of Second Equal Priority Debt Obligations. In the event of any Impairment with respect to any Series of Second Equal Priority Debt Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Second Equal Priority Debt Obligations, and the rights of the holders of such Series of Second Equal Priority Debt Obligations (including, without limitation, the right to receive distributions in respect of such Series of Second Equal Priority Debt Obligations pursuant to Sections 4.01 and 13.01Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Second Equal Priority Debt Obligations subject to such Impairment. Additionally, in the event the Second Equal Priority Debt Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Second Equal Priority Debt Obligations or the Second Priority Collateral Secured Credit Documents governing such Second Equal Priority Debt Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Samples: Equal Priority Intercreditor Agreement (Ww International, Inc.)
Impairments. It is the intention of the Second Priority First Lien Secured Parties of each Series that the holders of Second Priority Debt First Lien Obligations of such Series (and not the Second Priority First Lien Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second Priority Debt First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Second Priority Debt First Lien Obligations), (y) any of the Second Priority Debt First Lien Obligations of such Series do not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of Second Priority Debt First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Second Priority Debt First Lien Obligations) on a basis ranking prior to the security interest of such Series of Second Priority Debt First Lien Obligations but junior to the security interest of any other Series of Second Priority Debt First Lien Obligations or (ii) the existence of any Second Priority Collateral for any other Series of Second Priority Debt First Lien Obligations that is not Second Priority Shared Collateral for such Series (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of Second Priority Debt First Lien Obligations, an “Impairment” of such Series); provided, provided that the existence of a maximum claim with respect to any real property subject to a mortgage which Mortgage (as defined in the Credit Agreement) that applies to all Second Priority Debt First Lien Obligations shall not be deemed to be an Impairment of any Series of Second Priority Debt First Lien Obligations. In the event of any Impairment with respect to any Series of Second Priority Debt First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Second Priority Debt First Lien Obligations, and the rights of the holders of such Series of Second Priority Debt First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of Second Priority Debt First Lien Obligations pursuant to Sections 4.01 and 13.01Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Second Priority Debt First Lien Obligations subject to such Impairment. Additionally, in the event the Second Priority Debt First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Second Priority Debt First Lien Obligations or the Second Priority Collateral First Lien Security Documents governing such Second Priority Debt First Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Samples: First Lien Intercreditor Agreement (Academy Sports & Outdoors, Inc.)
Impairments. It is the intention of the Second Priority First Lien Secured Parties of each Series that the holders of Second Priority Debt First Lien Obligations of such Series (and not the Second Priority First Lien Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second Priority Debt First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Second Priority Debt First Lien Obligations), (y) any of the Second Priority Debt First Lien Obligations of such Series do not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of Second Priority Debt First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Second Priority Debt First Lien Obligations) on a basis ranking prior to the security interest of such Series of Second Priority Debt First Lien Obligations but junior to the security interest of any other Series of Second Priority Debt First Lien Obligations or (ii) the existence of any Second Priority Collateral for any other Series of Second Priority Debt First Lien Obligations that is not Second Priority Shared Collateral (any such condition referred to in the foregoing clauses clause (i) or (ii) with respect to any Series of Second Priority Debt First Lien Obligations, an “Impairment” of such Series); provided, that the existence of a maximum claim with respect to any real property subject to a mortgage which applies to all Second Priority Debt Obligations shall not be deemed to be an Impairment of any Series of Second Priority Debt Obligations. In the event of any Impairment with respect to any Series of Second Priority Debt First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Second Priority Debt First Lien Obligations, and the rights of the holders of such Series of Second Priority Debt First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of Second Priority Debt First Lien Obligations pursuant to Sections 4.01 and 13.01Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Second Priority Debt First Lien Obligations subject to such Impairment. Additionally, in the event the Second Priority Debt First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy CodeCode or any equivalent provision of any other Bankruptcy Law), any reference to such Second Priority Debt First Lien Obligations or the Second Priority Collateral First Lien Debt Documents governing such Second Priority Debt First Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Samples: Credit Agreement (Centurylink, Inc)
Impairments. It is the intention of the Second Priority First-Lien Secured Parties of each Series that the holders of Second Priority Debt First-Lien Obligations of such Series (and not the Second Priority First-Lien Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second Priority Debt First-Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Second Priority Debt First-Lien Obligations), (y) any of the Second Priority Debt First-Lien Obligations of such Series do not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of Second Priority Debt First-Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Second Priority Debt First-Lien Obligations) on a basis ranking prior to the security interest of such Series of Second Priority Debt First-Lien Obligations but junior to the security interest of any other Series of Second Priority Debt First-Lien Obligations or (ii) the existence of any Second Priority Collateral for any other Series of Second Priority Debt First-Lien Obligations that is not Second Priority Shared Collateral for such Series (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of Second Priority Debt First-Lien Obligations, an “Impairment” of such Series); provided, provided that the existence of a maximum claim with respect to any real property Material Real Property (as defined in the First Lien Credit Agreement) subject to a mortgage which that applies to all Second Priority Debt First-Lien Obligations shall not be deemed to be an Impairment of any Series of Second Priority Debt First-Lien Obligations. In the event of any Impairment with respect to any Series of Second Priority Debt First-Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Second Priority Debt First-Lien Obligations, and the rights of the holders of such Series of Second Priority Debt First-Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of Second Priority Debt First-Lien Obligations pursuant to Sections 4.01 and 13.01Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Second Priority Debt First-Lien Obligations subject to such Impairment. Additionally, in the event the Second Priority Debt First-Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Second Priority Debt First-Lien Obligations or the Second Priority Collateral First-Lien Security Documents governing such Second Priority Debt First-Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Impairments. It is the intention of the Second Priority First Lien Secured Parties of each Series that the holders of Second Priority Debt First Lien Obligations of such Series (and not the Second Priority First Lien Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second Priority Debt First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Second Priority Debt First Lien Obligations), (y) any of the Second Priority Debt First Lien Obligations of such Series do not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of Second Priority Debt First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Second Priority Debt First Lien Obligations) on a basis ranking prior to the security interest of such Series of Second Priority Debt First Lien Obligations but junior to the security interest of any other Series of Second Priority Debt First Lien Obligations or (ii) the existence of any Second Priority Collateral for any other Series of Second Priority Debt First Lien Obligations that is not Second Priority Shared Collateral (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of Second Priority Debt First Lien Obligations, an “Impairment” of such Series); provided, provided that the existence of a maximum claim with respect to any mortgaged real property subject to a mortgage estate which applies to all Second Priority Debt First Lien Obligations shall not be deemed to be an Impairment of any Series of Second Priority Debt First Lien Obligations. In the event of any Impairment with respect to any Series of Second Priority Debt First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Second Priority Debt First Lien Obligations, and the rights of the holders of such Series of Second Priority Debt First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of Second Priority Debt First Lien Obligations pursuant to Sections 4.01 and 13.01Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Second Priority Debt First Lien Obligations subject to such Impairment. Additionally, in the event the Second Priority Debt First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy CodeCode or any equivalent provision of any other Bankruptcy Law), any reference to such Second Priority Debt First Lien Obligations or the Second Priority Collateral Secured Credit Documents governing such Second Priority Debt First Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Samples: First Lien Intercreditor Agreement (Concordia International Corp.)
Impairments. It is the intention of the Second Priority Secured Parties of each Series that the holders of Second Priority Debt Obligations of such Series (and not the Second Priority Secured Parties of any other Series) bear the risk of (ia) any determination by a court of competent jurisdiction that (xi) any of the Second Priority Debt Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Second Priority Debt Obligations), (yii) any of the Second Priority Debt Obligations of such Series do not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of Second Priority Debt Obligations and/or (ziii) any intervening security interest exists securing any other obligations (other than another Series of Second Priority Debt Obligations) on a basis ranking prior to the security interest of such Series of Second Priority Debt Obligations but junior to the security interest of any other Series of Second Priority Debt Obligations or (iib) the existence of any Second Priority Collateral for any other Series of Second Priority Debt Obligations that is not Second Priority Shared Collateral (any such condition referred to in the foregoing clauses (ia) or (iib) with respect to any Series of Second Priority Debt Obligations, an “Impairment” of such Series); provided, provided that the existence of a maximum claim with respect to any real property subject to a mortgage Mortgaged Properties (as defined in the Credit Agreement) which applies to all Second Priority Debt Obligations shall not be deemed to be an Impairment of any Series of Second Priority Debt Obligations. In the event of any Impairment with respect to any Series of Second Priority Debt Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Second Priority Debt Obligations, and the rights of the holders of such Series of Second Priority Debt Obligations (including, without limitation, the right to receive distributions in respect of such Series of Second Priority Debt Obligations pursuant to Sections 4.01 and 13.01Section 2.1) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Second Priority Debt Obligations subject to such Impairment. Additionally, in the event the Second Priority Debt Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Second Priority Debt Obligations or the Second Priority Collateral Debt Documents governing such Second Priority Debt Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Samples: Pari Passu Intercreditor Agreement (DT Midstream, Inc.)
Impairments. It is the intention of the Second Senior Priority Secured Parties of each Series that the holders of Second Senior Priority Debt Obligations of such Series (and not the Second Senior Priority Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second Senior Priority Debt Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Second Senior Priority Debt Obligations), (y) any of the Second Senior Priority Debt Obligations of such Series do not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of Second Senior Priority Debt Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Second Senior Priority Debt Obligations) on a basis ranking prior to the security interest of such Series of Second Senior Priority Debt Obligations but junior to the security interest of any other Series of Second Senior Priority Debt Obligations or (ii) the existence of any Second Priority Collateral for any other Series of Second Senior Priority Debt Obligations that is not Second Priority Shared Collateral (any such condition referred to in the foregoing clauses clause (i) or (ii) with respect to any Series of Second Senior Priority Debt Obligations, an “Impairment” of such Series); provided, provided that the existence of a maximum claim with respect to any real property subject to a mortgage mortgage, deed of assignment or similar encumbrance which applies to all Second Senior Priority Debt Obligations shall not be deemed to be an Impairment of any Series of Second Senior Priority Debt Obligations. In the event of any Impairment with respect to any Series of Second Senior Priority Debt Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Second Senior Priority Debt Obligations, and the rights of the holders of such Series of Second Senior Priority Debt Obligations (including, without limitation, the right to receive distributions in respect of such Series of Second Senior Priority Debt Obligations pursuant to Sections 4.01 and 13.01Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Second Senior Priority Debt Obligations subject to such Impairment. Additionally, in the event the Second Senior Priority Debt Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Second Senior Priority Debt Obligations or the Second Senior Priority Collateral Security Documents governing such Second Senior Priority Debt Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Impairments. It is the intention of the Second Priority First Lien Secured Parties of each Series that the holders of Second Priority Debt First Lien Obligations of such Series (and not the Second Priority First Lien Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second Priority Debt First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Second Priority Debt First Lien Obligations), (y) any of the Second Priority Debt First Lien Obligations of such Series do not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of Second Priority Debt First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Second Priority Debt First Lien Obligations) on a basis ranking prior to the security interest of such Series of Second Priority Debt First Lien Obligations but junior to the security interest of any other Series of Second Priority Debt First Lien Obligations or (ii) the existence of any Second Priority Collateral for any other Series of Second Priority Debt First Lien Obligations that is not Second Priority Shared Collateral for such Series (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of Second Priority Debt First Lien Obligations, an “Impairment” of such Series); provided, provided that the existence of a maximum claim with respect to any real property subject to a mortgage Mortgaged Properties (as defined in the Credit Agreement) which applies to all Second Priority Debt First Lien Obligations shall not be deemed to be an Impairment of any Series of Second Priority Debt First Lien Obligations. In the event of any Impairment with respect to any Series of Second Priority Debt First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Second Priority Debt First Lien Obligations, and the rights of the holders of such Series of Second Priority Debt First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of Second Priority Debt First Lien Obligations pursuant to Sections 4.01 and 13.01Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Second Priority Debt First Lien Obligations subject to such Impairment. Additionally, in the event the Second Priority Debt First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Second Priority Debt First Lien Obligations or the Second Priority Collateral First Lien Documents governing such Second Priority Debt First Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Samples: Credit Agreement (Amc Entertainment Holdings, Inc.)
Impairments. It is the intention of the Second Priority First Lien Secured Parties of each Series that the holders of Second Priority Debt First Lien Obligations of such Series (and not the Second Priority First Lien Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second Priority Debt First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Second Priority Debt First Lien Obligations), (y) any of the Second Priority Debt First Lien Obligations of such Series do not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of Second Priority Debt First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Second Priority Debt First Lien Obligations) on a basis ranking prior to the security interest of such Series of Second Priority Debt First Lien Obligations but junior to the security interest of any other Series of Second Priority Debt First Lien Obligations or (ii) the existence of any Second Priority Collateral for any other Series of Second Priority Debt First Lien Obligations that is not Second Priority Shared Collateral for such Series (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of Second Priority Debt First Lien Obligations, an “Impairment” of such Series); provided, provided that the existence of a maximum claim with respect to any real property Material Real Estate Asset (as defined in the First Lien Credit Agreement) subject to a mortgage which that applies to all Second Priority Debt First Lien Obligations shall not be deemed to be an Impairment of any Series of Second Priority Debt First Lien Obligations. In the event of any Impairment with respect to any Series of Second Priority Debt First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Second Priority Debt First Lien Obligations, and the rights of the holders of such Series of Second Priority Debt First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of Second Priority Debt First Lien Obligations pursuant to Sections 4.01 and 13.01Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Second Priority Debt First Lien Obligations subject to such Impairment. Additionally, in the event the Second Priority Debt First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy CodeCode or any other provision of any Bankruptcy Law), any reference to such Second Priority Debt First Lien Obligations or the Second Priority Collateral First Lien Security Documents governing such Second Priority Debt First Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Samples: First Lien Credit Agreement (Shift4 Payments, Inc.)
Impairments. It is the intention of the Second Priority First Lien Secured Parties of each Series that the holders of Second Priority Debt First Lien Obligations of such Series (and not the Second Priority First Lien Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second Priority Debt First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Second Priority Debt First Lien Obligations), (y) any of the Second Priority Debt First Lien Obligations of such Series do not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of Second Priority Debt First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Second Priority Debt First Lien Obligations) on a basis ranking prior to the security interest of such Series of Second Priority Debt First Lien Obligations but junior to the security interest of any other Series of Second Priority Debt First Lien Obligations or (ii) the existence of any Second Priority Collateral for any other Series of Second Priority Debt First Lien Obligations that is not Second Priority Shared Collateral for such Series (any such condition referred to in the foregoing clauses clause (i) or (ii) with respect to any Series of Second Priority Debt First Lien Obligations, an “Impairment” of such Series); provided, that the existence of a maximum claim with respect to any real property subject to a mortgage which applies to all Second Priority Debt Obligations shall not be deemed to be an Impairment of any Series of Second Priority Debt Obligations. In the event of any Impairment with respect to any Series of Second Priority Debt First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Second Priority Debt First Lien Obligations, and the rights of the holders of such Series of Second Priority Debt First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of Second Priority Debt First Lien Obligations pursuant to Sections 4.01 and 13.01Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Second Priority Debt First Lien Obligations subject to such Impairment. Additionally, in the event the Second Priority Debt First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy CodeCode or any equivalent provision of any other Bankruptcy Law), any reference to such Second Priority Debt First Lien Obligations or the Second Priority Collateral First Lien Debt Documents governing such Second Priority Debt First Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Samples: Pari Passu Intercreditor Agreement (Nauticus Robotics, Inc.)
Impairments. It is the intention of the Second Priority First Lien Secured Parties of each Series of First Lien Obligations that the holders of Second Priority Debt the First Lien Obligations of such Series (and not the Second Priority First Lien Secured Parties of any other Series of First Lien Obligations (a “Pari Series”)) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second Priority Debt First Lien Obligations of such Series are unenforceable or unperfected under applicable law or are subordinated to any other obligations (other than another a Pari Series of Second Priority Debt First Lien Obligations), (y) any of the Second Priority Debt Obligations security interest of such Series do not have an enforceable security interest of First Lien Obligations in any of the Second Priority Shared Collateral securing any other Series of Second Priority Debt First Lien Obligations is not enforceable or unperfected, and/or (z) any intervening security interest exists securing any other obligations (other than another a Pari Series of Second Priority Debt First Lien Obligations) on a basis ranking prior to the security interest of such Series of Second Priority Debt First Lien Obligations but junior to the security interest of any other Pari Series of Second Priority Debt First Lien Obligations (the holder of such intervening security interest an “Intervening Creditor”) or (ii) the existence of any Second Priority Collateral for any other Series of Second Priority Debt First Lien Obligations that is not Second Priority Shared Collateral (any such condition determination referred to in the foregoing clauses (ix), (y) or (iiz) with respect to any Series of Second Priority Debt First Lien Obligations, an “Impairment” of such Series); provided, that the existence of a maximum claim with respect to any real property subject to a mortgage which applies to all Second Priority Debt Obligations shall not be deemed to be an Impairment of any Series of Second Priority Debt First Lien Obligations). In the event of any Impairment with respect to any Series of Second Priority Debt First Lien Obligations, the results of such Impairment shall be borne solely by the holders First Lien Secured Parties of such Series of Second Priority Debt First Lien Obligations, and the rights of the holders of such Series of Second Priority Debt First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of Second Priority Debt First Lien Obligations pursuant to Sections 4.01 and 13.01Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Second Priority Debt First Lien Obligations subject to such Impairment. Additionally, in the event the Second Priority Debt First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy CodeCode or any equivalent provision of any other applicable Bankruptcy Law), any reference to such Second Priority Debt First Lien Obligations or the Second Priority Collateral Secured Credit Documents governing such Second Priority Debt First Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Impairments. It is the intention of the Second Priority First Lien Secured Parties of each Series that the holders of Second Priority Debt First Lien Obligations of such Series (and not the Second Priority First Lien Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second Priority Debt First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Second Priority Debt First Lien Obligations), (y) any of the Second Priority Debt First Lien Obligations of such Series do not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of Second Priority Debt First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Second Priority Debt First Lien Obligations) on a basis ranking prior to the security interest of such Series of Second Priority Debt First Lien Obligations but junior to the security interest of any other Series of Second Priority Debt First Lien Obligations or (ii) the existence of any Second Priority Collateral for any other Series of Second Priority Debt First Lien Obligations that is not Second Priority Shared Collateral (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of Second Priority Debt First Lien Obligations, an “Impairment” of such Series); provided, provided that the existence of a maximum claim with respect to any mortgaged real property subject to a mortgage estate which applies to all Second Priority Debt First Lien Obligations shall not be deemed to be an Impairment of any Series of Second Priority Debt First Lien Obligations. In the event of any Impairment with respect to any Series of Second Priority Debt First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Second Priority Debt First Lien Obligations, and the rights of the holders of such Series of Second Priority Debt First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of Second Priority Debt First Lien Obligations pursuant to Sections 4.01 and 13.01Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Second Priority Debt First Lien Obligations subject to such Impairment. Additionally, in the event the Second Priority Debt First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy CodeCode or any equivalent provision of any other Bankruptcy Law), any reference to such Second Priority Debt First Lien Obligations or the Second Priority Collateral Secured Credit Documents governing such Second Priority Debt First Lien Obligations shall refer to such obligations or such documents as so modified.. -8- ARTICLE II
Appears in 1 contract
Samples: First Lien Intercreditor Agreement
Impairments. It is the intention of the Second First Lien Priority Secured Parties of each Series that the holders of Second First Lien Priority Debt Obligations of such Series (and not the Second First Lien Priority Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second First Lien Priority Debt Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Second First Lien Priority Debt Obligations), (y) any of the Second First Lien Priority Debt Obligations of such Series do not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of Second First Lien Priority Debt Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Second First Lien Priority Debt Obligations) on a basis ranking prior to the security interest of such Series of Second First Lien Priority Debt Obligations but junior to the security interest of any other Series of Second First Lien Priority Debt Obligations or (ii) the existence of any Second Priority Collateral for any other Series of Second First Lien Priority Debt Obligations that is not Second Priority Shared Collateral (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of Second First Lien Priority Debt Obligations, an “Impairment” of such Series); provided, provided that the existence of a maximum claim with respect to any real property subject to a mortgage which Mortgage (as defined in any of the Secured Credit Documents) that applies to all Second First Lien Priority Debt Obligations shall not be deemed to be an Impairment of any Series of Second First Lien Priority Debt Obligations. In the event of any Impairment with respect to any Series of Second First Lien Priority Debt Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Second First Lien Priority Debt Obligations, and the rights of the holders of such Series of Second First Lien Priority Debt Obligations (including, without limitation, the right to receive distributions in respect of such Series of Second First Lien Priority Debt Obligations pursuant to Sections 4.01 and 13.01Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Second First Lien Priority Debt Obligations subject to such Impairment. Additionally, in the event the Second First Lien Priority Debt Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Second First Lien Priority Debt Obligations or the Second First Lien Priority Collateral Security Documents governing such Second First Lien Priority Debt Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
Impairments. It is the intention of the Second Priority Secured Parties of each Series that the holders of Second Priority Debt First Lien Obligations of such Series (and not the Second Priority Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the Second Priority Debt First Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of Second Priority Debt First Lien Obligations), (y) any of the Second Priority Debt First Lien Obligations of such Series do not have an enforceable security interest in any of the Second Priority Shared Collateral securing any other Series of Second Priority Debt First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of Second Priority Debt First Lien Obligations) on a basis ranking prior to the security interest of such Series of Second Priority Debt First Lien Obligations but junior to the security interest of any other Series of Second Priority Debt First Lien Obligations or (ii) the existence of any Second Priority Collateral for any other Series of Second Priority Debt First Lien Obligations that is not Second Priority Shared Collateral (any such condition referred to in the foregoing clauses clause (i) or (ii) with respect to any Series of Second Priority Debt First Lien Obligations, an “Impairment” of such Series); provided, provided that the existence of a maximum claim with respect to any real property subject to a mortgage which applies to all Second Priority Debt First Lien Obligations shall not be deemed to be an Impairment of any Series of Second Priority Debt First Lien Obligations. In the event of any Impairment with respect to any Series of Second Priority Debt First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Second Priority Debt First Lien Obligations, and the rights of the holders of such Series of Second Priority Debt First Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of Second Priority Debt First Lien Obligations pursuant to Sections 4.01 and 13.01Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such Second Priority Debt First Lien Obligations subject to such Impairment. Additionally, in the event the Second Priority Debt First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Second Priority Debt First Lien Obligations or the Second Priority Collateral Security Documents governing such Second Priority Debt First Lien Obligations shall refer to such obligations or such documents as so modified.
Appears in 1 contract
