Ranking and Collateral. The Indebtedness evidenced by the Notes and the Guarantees will be senior secured Indebtedness of the Company and the Subsidiary Guarantors, respectively, and will be secured by a first-priority (subject to certain permitted liens and exceptions) security interest in the Collateral in favor of the Collateral Agent for the benefit of the holders of the Notes, the CEI Credit Facilities, the 2025 Secured Notes, and other future first-priority lien obligations that may be issued in compliance with the terms of this Indenture. The Notes and the Guarantees will rank equally in right of payment with all existing and future senior Indebtedness of the Company and the Subsidiary Guarantors, will be senior in right of payment to all existing and future Subordinated Indebtedness of the Company and the Subsidiary Guarantors, will be effectively senior in right of payment to all senior Indebtedness of the Company and the Subsidiary Guarantors that is unsecured or that is secured by a lien ranking junior in priority to the liens securing the Notes and the guarantees thereof, including Indebtedness under the 2027 Notes and the 2029 Notes, in each case to the extent of the value of the assets securing the Notes and the guarantees thereof, will rank equally with all of the Company’s and the Subsidiary Guarantors’ existing and future first-priority lien obligations, including Indebtedness under the CEI Credit Agreement and the 2025 Secured Notes, to the extent of the value of the assets securing the Notes, and will be structurally subordinated in right of payment to all existing and future Indebtedness and other liabilities (including trade payables) of the Company’s Subsidiaries that are not Subsidiary Guarantors, including, without limitation, Indebtedness under the CRC Credit Agreement and the CRC Secured Notes, as applicable.
Appears in 1 contract
Ranking and Collateral. The Indebtedness indebtedness evidenced by the Dollar Notes and the Guarantees will be applicable Note Guarantees, respectively, is senior secured Indebtedness of the Company and the Subsidiary Note Guarantors, respectively, and will be secured by a first-priority ranks (subject to certain permitted liens and exceptionsi) security interest in the Collateral in favor of the Collateral Agent for the benefit of the holders of the Notes, the CEI Credit Facilities, the 2025 Secured Notes, and other future first-priority lien obligations that may be issued in compliance with the terms of this Indenture. The Notes and the Guarantees will rank equally equal in right of payment with all existing and future senior Pari Passu Indebtedness of the Company and the Subsidiary Note Guarantors, will be as applicable, (ii) senior in right of payment to all existing and future Subordinated Indebtedness of the Company and Note Guarantors and (iii) structurally subordinated to all existing and future indebtedness and other liabilities of Subsidiaries that do not guarantee the Subsidiary Notes. Prior to the Springing Lien Trigger Date, the Dollar Notes and the applicable Note Guarantees are unsecured obligations of the Company and the Note Guarantors, will be respectively, and are effectively senior in right of payment subordinated to all senior existing and future Secured Indebtedness of the Company and the Subsidiary Guarantors that is unsecured or that is secured by a lien ranking junior in priority to the liens securing the Notes and the guarantees thereofNote Guarantors, including Indebtedness under the 2027 Notes and the 2029 Notes, in each case to the extent of the value of the assets securing the Notes and the guarantees thereof, will rank equally with all of the Company’s and the Subsidiary Guarantors’ existing and future first-priority lien obligations, including Indebtedness under the CEI Credit Agreement and the 2025 Secured Notesas applicable, to the extent of the value of the assets securing such Indebtedness. Following the NotesSpringing Lien Trigger Date, the Dollar Notes and the applicable Note Guarantees will have the benefit of a second-priority security interest on the Collateral that, pursuant to the Intercreditor Agreement, will be structurally (i) junior in priority and subordinated to the Liens securing the First Priority Obligations, (ii) pari passu in right priority to Liens securing the Other Second Priority Obligations, (iii) senior to any senior unsecured obligations (to the extent of payment the value of the Collateral) and (iv) senior to all the Company’s and the Note Guarantors’ existing and future Indebtedness Subordinated Indebtedness, and other liabilities (including trade payables) of the Company’s Subsidiaries that are not Subsidiary Guarantors, including, without limitation, Indebtedness under the CRC Credit Agreement is further subject to Permitted Liens and the CRC Secured Notes, as applicableexceptions provided in the Security Documents.
Appears in 1 contract
Ranking and Collateral. The Indebtedness evidenced by the Notes and the Note Guarantees will be senior secured Indebtedness of the Company and the Subsidiary Guarantors, respectively, and will be secured by a first-priority (subject to certain permitted liens and exceptions) security interest in the Collateral in favor of the Collateral Agent for the benefit of the holders of the Notes, the CEI Credit Facilities, the 2025 Secured Notes, the 2030 Secured Notes and other future first-priority lien obligations that may be issued in compliance with the terms of this Indenture. The Notes and the Note Guarantees will rank equally in right of payment with all existing and future senior Indebtedness of the Company and the Subsidiary Guarantors, will be senior in right of payment to all existing and future Subordinated Indebtedness of the Company and the Subsidiary Guarantors, will be effectively senior in right of payment to all senior Indebtedness of the Company and the Subsidiary Guarantors that is unsecured or that is secured by a lien ranking junior in priority to the liens securing the Notes and the guarantees thereofNote Guarantees, including Indebtedness under the 2027 Notes and the 2029 Notes, in each case to the extent of the value of the assets securing the Notes and the guarantees thereofNote Guarantees, will rank equally with all of the Company’s and the Subsidiary Guarantors’ existing and future first-priority lien obligations, including Indebtedness under the CEI Credit Agreement Agreement, the 2025 Secured Notes (prior to the consummation of the repurchase or redemption of all of the 2025 Secured Notes with the proceeds from the offering of the Initial Notes) and the 2025 2030 Secured Notes, to the extent of the value of the assets securing the Notes, and will be structurally subordinated in right of payment to all existing and future Indebtedness and other liabilities (including trade payables) of the Company’s Subsidiaries that are not Subsidiary Guarantors, including, without limitation, Indebtedness under the CRC Credit Agreement and Secured Notes (prior to the consummation of the repurchase or redemption of all of the CRC Secured Notes with the proceeds from the offering of the Initial Notes, as applicable).
Appears in 1 contract
Ranking and Collateral. The Indebtedness indebtedness evidenced by the Euro Notes and the Guarantees will be applicable Note Guarantees, respectively, is senior secured Indebtedness of the Company and the Subsidiary Note Guarantors, respectively, and will be secured by a first-priority ranks (subject to certain permitted liens and exceptionsi) security interest in the Collateral in favor of the Collateral Agent for the benefit of the holders of the Notes, the CEI Credit Facilities, the 2025 Secured Notes, and other future first-priority lien obligations that may be issued in compliance with the terms of this Indenture. The Notes and the Guarantees will rank equally equal in right of payment with all existing and future senior Pari Passu Indebtedness of the Company and the Subsidiary Note Guarantors, will be as applicable, (ii) senior in right of payment to all existing and future Subordinated Indebtedness of the Company and Note Guarantors and (iii) structurally subordinated to all existing and future indebtedness and other liabilities of Subsidiaries that do not guarantee the Subsidiary Notes. Prior to the Springing Lien Trigger Date, the Euro Notes and the applicable Note Guarantees are unsecured obligations of the Company and the Note Guarantors, will be respectively, and are effectively senior in right of payment subordinated to all senior existing and future Secured Indebtedness of the Company and the Subsidiary Guarantors that is unsecured or that is secured by a lien ranking junior in priority to the liens securing the Notes and the guarantees thereofNote Guarantors, including Indebtedness under the 2027 Notes and the 2029 Notes, in each case to the extent of the value of the assets securing the Notes and the guarantees thereof, will rank equally with all of the Company’s and the Subsidiary Guarantors’ existing and future first-priority lien obligations, including Indebtedness under the CEI Credit Agreement and the 2025 Secured Notesas applicable, to the extent of the value of the assets securing such Indebtedness. Following the NotesSpringing Lien Trigger Date, the Euro Notes and the applicable Note Guarantees will have the benefit of a second-priority security interest on the Collateral that, pursuant to the Intercreditor Agreement, will be structurally (i) junior in priority and subordinated to the Liens securing the First Priority Obligations, (ii) pari passu in right priority to Liens securing the Other Second Priority Obligations, (iii) senior to any senior unsecured obligations (to the extent of payment the value of the Collateral) and (iv) senior to all the Company’s and the Note Guarantors’ existing and future Indebtedness Subordinated Indebtedness, and other liabilities (including trade payables) of the Company’s Subsidiaries that are not Subsidiary Guarantors, including, without limitation, Indebtedness under the CRC Credit Agreement is further subject to Permitted Liens and the CRC Secured Notes, as applicableexceptions provided in the Security Documents.
Appears in 1 contract