Common use of Certain Subordination Agreements Clause in Contracts

Certain Subordination Agreements. (i) Any Credit Party or any holder of Permitted Subordinated Indebtedness shall knowingly contest, or knowingly support another Person in any action that seeks to contest, the validity or effectiveness of the subordination of any Permitted Subordinated Indebtedness to the Obligations on the terms required under this Agreement or (ii) any agreement (including any subordination provisions set forth in the Permitted Subordinated Indebtedness Documents) providing for subordination of any Permitted Subordinated Indebtedness to the Obligations shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any Credit Party or any holder of such Permitted Subordinated Indebtedness; THEN, (i) upon the occurrence of any Event of Default described in Section 8.1(f) or 8.1(g), automatically, and (ii) upon (A) the occurrence and during the continuance of any other Event of Default and (B) notice to the Borrower by the Administrative Agent provided at the request of (or with the consent of) the Requisite Lenders (or, with respect to the Tranche A Term Loans, the Revolving Exposure and/or the Revolving Commitments only, at the request of (or with the consent of) the Requisite Tranche A/Revolving Lenders, in the case of an Event of Default arising from any failure to comply with Section 6.7(c)), which notice may be given with respect to all or any of the following actions, at the same or different times, (1) the Commitments and the obligation of each Issuing Bank to issue any Letter of Credit shall immediately terminate, (2) the unpaid principal amount of and accrued interest on the Loans and all other Obligations (other than the Specified Hedge Obligations and the Specified Cash Management Services Obligations) shall immediately become due and payable, and the Borrower shall immediately be required to deposit Cash Collateral in respect of Letter of Credit Usage in accordance with Section 2.3(h), in each case without presentment, demand, protest or other requirement of any kind, all of which are hereby expressly waived by each Credit Party, and (3) the Administrative Agent may cause the Collateral Agent to enforce any and all Liens created pursuant to the Collateral Documents.

Certain Subordination Agreements. (i) Any Credit Party or any holder of Permitted Subordinated Indebtedness shall knowingly contest, or knowingly support another Person in any action that seeks to contest, the validity or effectiveness of the subordination of any Permitted Subordinated Indebtedness to the Obligations on the terms required under this Agreement or (ii) any agreement (including any subordination provisions set forth in the Permitted Subordinated Indebtedness Documents) providing for subordination of any Permitted Subordinated Indebtedness to the Obligations shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any Credit Party or any holder of such Permitted Subordinated Indebtedness; THEN, (i) upon the occurrence of any Event of Default described in Section 8.1(f) or 8.1(g), automatically, and (ii) upon (A) the occurrence and during the continuance of any other Event of Default and (B) notice to the Borrower by the Administrative Agent provided at the request of (or with the consent of) the Requisite Lenders (or, with respect to the Tranche A Term Loans, the Revolving Exposure and/or the Revolving Commitments only, at the request of (or with the consent of) the Requisite Tranche A/Revolving Lenders, in the case of an Event of Default arising from any failure to comply with Section 6.7(c)), which notice may be given with respect to all or any of the following actions, at the same or different times, (1) the Commitments and the obligation of each Issuing Bank to issue any Letter of Credit shall immediately terminate, (2) the unpaid principal amount of and accrued interest on the Loans and all other Obligations (other than the Specified Hedge Obligations and the Specified Cash Management Services Obligations) shall immediately become due and payable, and the Borrower shall immediately be required to deposit Cash Collateral in respect of Letter of Credit Usage in accordance with Section 2.3(h), in each case without presentment, demand, protest or other requirement of any kind, all of which are hereby expressly waived by each Credit Party, and (3) the Administrative Agent may cause the Collateral Agent to enforce any and all Liens created pursuant to the Collateral Documents.

Certain Subordination Agreements. (i) Any Credit Party or any holder of Permitted Subordinated Indebtedness shall knowingly contest, or knowingly support another Person in any action that seeks to contest, the validity or effectiveness of the subordination of any Permitted Subordinated Indebtedness to the Obligations on the terms required under this Agreement or (ii) any agreement (including any subordination provisions set forth in the Permitted Subordinated Indebtedness Documents) providing for subordination of any Permitted Subordinated Indebtedness to the Obligations shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any Credit Party or any holder of such Permitted Subordinated Indebtedness; THEN, (i) upon the occurrence of any Event of Default described in Section 8.1(f) or 8.1(g), automatically, and (ii) upon (A) the occurrence and during the continuance of any other Event of Default and (B) notice to the Borrower by the Administrative Agent provided at the written request of (or with the consent of) the Requisite Lenders (or, with respect to the Tranche A Term Loans, the Revolving Exposure and/or the Revolving Commitments only, at the request of (or with the consent of) the Requisite Tranche A/Revolving Lenders, in the case of an Event of Default arising from any failure to comply with Section 6.7(c)), which notice may be given with respect to all or any of the following actions, at the same or different times, (1) the Commitments and the obligation of each Issuing Bank to issue any Letter of Credit shall immediately terminate, (2) the unpaid principal amount of and accrued interest on the Loans and all other Obligations (other than the Specified Hedge Obligations and the Specified Cash Management Services Obligations) shall immediately become due and payable, and the Borrower shall immediately be required to deposit Cash Collateral in respect of Letter of Credit Usage in accordance with Section 2.3(h), in each case without presentment, demand, protest or other requirement of any kind, all of which are hereby expressly waived by each Credit Party, and (3) the Administrative Agent may cause the Collateral Agent to enforce any and all Liens created pursuant to the Collateral Documents.. After the exercise of remedies provided for in this Section 8 (or after the Loans have automatically become immediately due and payable, any amounts received on account of the Obligations, whether as proceeds of Collateral or otherwise, shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable law), subject to the Intercreditor Agreement and the Pledge and Security Agreement: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to each of the Administrative Agent and the Collateral Agent in their respective capacities as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders, ratably among them in proportion to the amounts described in this clause Second payable to them;