Common use of Failure of Subordination Clause in Contracts

Failure of Subordination. Unless otherwise waived or consented to by the Required Lenders, the Agents and the Issuers in writing, the subordination provisions relating to any Subordinated Debt (the "Subordination Provisions") shall fail to be enforceable by the Lenders, the Agents and the Issuers in material accordance with the terms thereof or the monetary Obligations shall fail to constitute "Senior Indebtedness" (or a similar term) referring to the Obligations; or any Obligor shall disavow or contest in any manner, or shall support or fail to contest any holder of Subordinated Debt which disavows or contests in any manner, (i) the effectiveness, validity or enforceability of any of the material Subordination Provisions, (ii) that the Subordination Provisions exist for the benefit of the Lenders, the Agents and the Issuers or (iii) that all payments of principal of or premium and interest on the Subordinated Debt, or realized from the liquidation of any property of any Obligor, shall be subject to any of such Subordination Provisions.

Failure of Subordination. Unless otherwise waived or consented to by the Required Lenders, the Agents and the Issuers Lender in writing, the subordination provisions relating to any Subordinated Debt (the "“Subordination Provisions"”) shall fail to be enforceable by the Lenders, the Agents and the Issuers Lender in material accordance with the terms thereof thereof, or the monetary Obligations shall fail to constitute "“Senior Indebtedness" ” or “Secured Debt” (or a similar term) referring to the Obligations; or the Borrower or any Obligor shall of its Subsidiaries shall, directly or indirectly, disavow or contest in any manner, or shall support or fail to contest any holder of Subordinated Debt which disavows or contests in any manner, manner (i) the effectiveness, validity or enforceability of any of the material Subordination Provisions, (ii) that the Subordination Provisions exist for the benefit of the Lenders, the Agents and the Issuers Lender or (iii) that all payments of principal of or premium and interest on the Subordinated Debt, or realized from the liquidation of any property of any Obligor, shall be subject to any of such Subordination Provisions.

Failure of Subordination. Unless otherwise waived or consented to by the Required LendersAdministrative Agent, the Agents Lenders and the Issuers in writing, the subordination provisions relating to any Subordinated Debt (the "Subordination Provisions") shall fail to be enforceable by the LendersAdministrative Agent, the Agents Lenders and the Issuers in material accordance with the terms thereof thereof, or the monetary Obligations shall fail to constitute "Senior Indebtedness" (or a similar term) referring to the Obligations; or the Borrower or any Obligor shall of its Subsidiaries shall, directly or indirectly, disavow or contest in any manner, or shall support or fail to contest any holder of Subordinated Debt which disavows or contests in any manner, manner (i) the effectiveness, validity or enforceability of any of the material Subordination Provisions, (ii) that the Subordination Provisions exist for the benefit of the LendersAdministrative Agent, the Agents Lenders and the Issuers or (iii) that all payments of principal of or premium and interest on the Subordinated Debt, or realized from the liquidation of any property of any Obligor, shall be subject to any of such Subordination Provisions.

Failure of Subordination. Unless otherwise waived or consented to by the Required LendersAdministrative Agent, the Agents Lenders and the Issuers in writing, the subordination provisions relating to any Subordinated Debt (the "“Subordination Provisions"”) shall fail to be enforceable by the LendersAdministrative Agent, the Agents Lenders and the Issuers in material accordance with the terms thereof thereof, or the monetary Obligations shall fail to constitute "“Senior Indebtedness" ” or “Secured Debt” (or a similar term) referring to the Obligations; or the Borrower or any Obligor shall of its Subsidiaries shall, directly or indirectly, disavow or contest in any manner, or shall support or fail to contest any holder of Subordinated Debt which disavows or contests in any manner, manner (i) the effectiveness, validity or enforceability of any of the material Subordination Provisions, (ii) that the Subordination Provisions exist for the benefit of the LendersAdministrative Agent, the Agents Lenders and the Issuers or (iii) that all payments of principal of or premium and interest on the Subordinated Debt, or realized from the liquidation of any property of any Obligor, shall be subject to any of such Subordination Provisions.

Failure of Subordination. Unless otherwise waived or consented to by the Required LendersAgents, the Agents each Lender and the Issuers in writing, the subordination provisions relating to any Subordinated Debt (the "Subordination Provisions") shall fail to be enforceable by the LendersAgents, the Agents Lenders and the Issuers in material accordance with the terms thereof thereof, or the monetary Obligations shall fail to constitute "Senior IndebtednessDebt" (or a similar term) referring to the Obligations; or Holdings, either Borrower or any Obligor shall of their respective Subsidiaries shall, directly or indirectly, disavow or contest in any manner, or shall support or fail to contest any holder of Subordinated Debt which disavows or contests in any manner, manner (i) the effectiveness, validity or enforceability of any of the material Subordination Provisions, (ii) that the Subordination Provisions exist for the benefit of the LendersAgents, the Agents Lenders and the Issuers or (iii) that all payments of principal of or premium and interest on the Subordinated Debt, or realized from the liquidation of any property of any Obligor, shall be subject to any of such Subordination Provisions.

Failure of Subordination. Unless otherwise waived or consented to by the Required LendersAdministrative Agent, the Agents Lenders and the Issuers in writing, the subordination provisions relating to the Subordinated Notes (or any refinancing thereof with additional Subordinated Debt Debt) (the "Subordination Provisions") shall fail to be enforceable by the LendersAdministrative Agent, the Agents Lenders and the Issuers in material accordance with the terms thereof thereof, or the monetary Obligations shall fail to constitute "Senior Indebtedness" (or a similar term) referring to the Obligations; or the Borrower or any Obligor shall of its Subsidiaries shall, directly or indirectly, disavow or contest in any manner, or shall support or fail to contest any holder of Subordinated Debt which disavows or contests in any manner, manner (ia) the effectiveness, validity or enforceability of any of the material Subordination Provisions, (iib) that the Subordination Provisions exist for the benefit of the LendersAdministrative Agent, the Agents Lenders and the Issuers or (iiic) that all payments of principal of or premium and interest on the Subordinated Notes (or any refinancing thereof with additional Subordinated Debt), or realized from the liquidation of any property of any Obligor, shall be subject to any of such Subordination Provisions.

Failure of Subordination. Unless otherwise waived or consented to by the Required Lenders, the Agents Administrative Agent and the Issuers Required Lenders in writing, the subordination provisions relating to any Subordinated Debt Indebtedness (the "“Subordination Provisions"”) shall fail to be enforceable by the LendersAdministrative Agent, the Agents Lenders and the L/C Issuers in material accordance with the terms thereof thereof, or the monetary Credit Agreement Obligations shall fail to constitute "“Senior Indebtedness" ” or “Senior Debt” (or a similar term) referring to the Credit Agreement Obligations; or the Borrower or any Obligor shall of its Restricted Subsidiaries shall, directly or indirectly, disavow or contest in any manner, or shall support or fail to contest any holder of Subordinated Debt which disavows or contests in any manner, manner (i) the effectiveness, validity or enforceability of any of the material Subordination Provisions, (ii) that the Subordination Provisions exist for the benefit of the Lenders, the Agents and the Issuers Secured Parties or (iii) that all payments of principal of or premium and interest on the Subordinated Debt, or realized from the liquidation of any property of any ObligorLoan Party, shall be subject to any of such Subordination Provisions.; or

Failure of Subordination. Unless otherwise waived or consented to by the Required LendersAdministrative Agent, the Agents Lenders and the Issuers in writing, the subordination provisions relating to any Subordinated Debt (the "“Subordination Provisions"”) (including the Subordination Provisions under the Subordination Agreement) shall fail to be enforceable by the LendersAdministrative Agent, the Agents Lenders and the Issuers in material accordance with the terms thereof thereof, or the monetary Obligations shall fail to constitute "“Senior Indebtedness" ” (or a similar term) referring to the Obligations; or any Obligor shall Borrower or any of its Subsidiaries shall, directly or indirectly, disavow or contest in any manner, or shall support or fail to contest any holder of Subordinated Debt which disavows or contests in any manner, manner (i) the effectiveness, validity or enforceability of any of the material Subordination Provisions, (ii) that the Subordination Provisions exist for the benefit of the LendersAdministrative Agent, the Agents Lenders and the Issuers or (iii) that all payments of principal of or premium and interest on the Subordinated Debt, or realized from the liquidation of any property of any Obligor, shall be subject to any of such Subordination Provisions.

Failure of Subordination. Unless otherwise waived or consented to by the Required LendersAdministrative Agent, the Agents Lenders and the Issuers in writing, the subordination provisions relating to any Subordinated Debt (the "Subordination Provisions") shall fail to be enforceable by the LendersAdministrative Agent, the Agents Lenders and the Issuers in material accordance with the terms thereof thereof, or the monetary Obligations shall fail to constitute "Senior IndebtednessDebt" and "Designated Senior Debt" (or a similar termterms) referring to under the Obligationsapplicable Subordination Provisions; or the Borrower or any Obligor shall of its Subsidiaries shall, directly or indirectly, disavow or contest in any manner, or shall support or fail to contest any holder of Subordinated Debt which disavows or contests in any manner, manner (i) the effectiveness, validity or enforceability of any of the material Subordination Provisions, (ii) that the Subordination Provisions exist for the benefit of the LendersAdministrative Agent, the Agents Lenders and the Issuers or (iii) that all payments of principal of or premium and interest on the Subordinated Debt, or realized from the liquidation of any property of any Obligor, shall be subject to any of such the applicable Subordination Provisions.

Failure of Subordination. Unless otherwise waived or consented to by the Required Lenders, the Agents Administrative Agent and the Issuers Required Lenders in writing, the subordination provisions relating to any Subordinated Debt Indebtedness (the "Subordination Provisions") shall fail to be enforceable by the LendersAdministrative Agent, the Agents Lenders and the L/C Issuers in material accordance with the terms thereof thereof, or the monetary Credit Agreement Obligations shall fail to constitute "Senior Indebtedness" or "Senior Debt" (or a similar term) referring to the Credit Agreement Obligations; or the Borrower or any Obligor shall of its Restricted Subsidiaries shall, directly or indirectly, disavow or contest in any manner, or shall support or fail to contest any holder of Subordinated Debt which disavows or contests in any manner, manner (i) the effectiveness, validity or enforceability of any of the material Subordination Provisions, (ii) that the Subordination Provisions exist for the benefit of the Lenders, the Agents and the Issuers Secured Parties or (iii) that all payments of principal of or premium and interest on the Subordinated Debt, or realized from the liquidation of any property of any ObligorLoan Party, shall be subject to any of such Subordination Provisions.

Failure of Subordination. Unless otherwise waived or consented to by the Required Lenders, the Agents Administrative Agent and the Issuers Required Aggregate Revolver and Term Lenders in writing, the subordination provisions relating to any Subordinated Debt Indebtedness (the "“Subordination Provisions"”) shall fail to be enforceable by the Lenders, the Agents Administrative Agent and the Issuers Lenders in material accordance with the terms thereof thereof, or the monetary Credit Agreement Obligations shall fail to constitute "“Senior Indebtedness" ” or “Senior Debt” (or a similar term) referring to the Credit Agreement Obligations; or the Borrower or any Obligor shall of its Restricted Subsidiaries shall, directly or indirectly, disavow or contest in any manner, or shall support or fail to contest any holder of Subordinated Debt which disavows or contests in any manner, manner (i) the effectiveness, validity or enforceability of any of the material Subordination Provisions, (ii) that the Subordination Provisions exist for the benefit of 101 the Lenders, the Agents and the Issuers Secured Parties or (iii) that all payments of principal of or premium and interest on the Subordinated Debt, or realized from the liquidation of any property of any ObligorLoan Party, shall be subject to any of such Subordination Provisions.

Failure of Subordination. Unless otherwise waived or consented to by the Required LendersArranging Agents, the Agents Lenders and the Issuers in writing, the subordination provisions set forth in any Sub Debt Document relating to any Subordinated Debt or in any Subordination Agreement (the "Subordination Provisions") shall fail to be enforceable by the LendersArranging Agents, the Agents Lenders and the Issuers in material accordance with the terms thereof thereof, or the monetary Obligations shall fail to constitute "Senior Indebtedness" (or a similar term) referring to the Obligations; or the Borrower or any Obligor shall of its Subsidiaries shall, directly or indirectly, disavow or contest in any manner, or shall support or fail to contest any holder of Subordinated Debt which disavows or contests in any manner, manner (i) the effectiveness, validity or enforceability of any of the material Subordination Provisions, (ii) that the Subordination Provisions exist for the benefit of the LendersAdministrative Agent, the Agents Lenders and the Issuers or (iii) that all payments of principal of or premium and interest on the Subordinated Debt, Affiliate Indebtedness or Intercompany Indebtedness, or realized from the liquidation of any property of any Obligor, shall be subject to any of such Subordination Provisions.

Failure of Subordination. Unless otherwise waived or consented to by the Required LendersAdministrative Agent, the Agents Lenders and the Issuers in writing, the subordination provisions relating to any Subordinated Debt (the "Subordination ProvisionsSUBORDINATION PROVISIONS") shall fail to be enforceable by the LendersAdministrative Agent, the Agents Lenders and the Issuers in material accordance with the terms thereof thereof, or the monetary Obligations shall fail to constitute "Senior Indebtedness" or "Secured Debt" (or a similar term) referring to the Obligations; or the Borrower or any Obligor shall of its Subsidiaries shall, directly or indirectly, disavow or contest in any manner, or shall support or fail to contest any holder of Subordinated Debt which disavows or contests in any manner, manner (i) the effectiveness, validity or enforceability of any of the material Subordination Provisions, (ii) that the Subordination Provisions exist for the benefit of the LendersAdministrative Agent, the Agents Lenders and the Issuers or (iii) that all payments of principal of or premium and interest on the Subordinated Debt, or realized from the liquidation of any property of any Obligor, shall be subject to any of such Subordination Provisions.

Failure of Subordination. Unless otherwise waived or ------------------------ consented to by the Required LendersAdministrative Agent, the Agents Lenders and the Issuers in writing, the subordination provisions relating to any Subordinated Debt (the "Subordination Provisions") shall fail to be enforceable by the LendersAdministrative ------------------------- Agent, the Agents Lenders and the Issuers in material accordance with the terms thereof thereof, or the monetary Obligations shall fail to constitute "Senior IndebtednessDebt" and "Designated Senior Debt" (or a similar termterms) referring to under the Obligationsapplicable Subordination Provisions; or the Borrower or any Obligor shall of its Subsidiaries shall, directly or indirectly, disavow or contest in any manner, or shall support or fail to contest any holder of Subordinated Debt which disavows or contests in any manner, manner (i) the effectiveness, validity or enforceability of any of the material Subordination Provisions, (ii) that the Subordination Provisions exist for the benefit of the LendersAdministrative Agent, the Agents Lenders and the Issuers or (iii) that all payments of principal of or premium and interest on the Subordinated Debt, or realized from the liquidation of any property of any Obligor, shall be subject to any of such the applicable Subordination Provisions.

Failure of Subordination. Unless otherwise waived or consented to by the Required Lenders, the Agents and the Issuers Secured Parties in writing, the subordination provisions relating to any Subordinated Debt (the "Subordination Provisions") shall fail to be enforceable by the Lenders, the Agents and the Issuers Secured Parties in material accordance with the terms thereof or the monetary Obligations shall fail to constitute "Senior Indebtedness" (or a similar term) referring to the Obligations; or any Obligor or holder of Subordinated Debt shall breach any Subordinated Provision or any Obligor shall, directly or indirectly, disavow or contest in any manner, or shall support or fail to contest any holder of Subordinated Debt which disavows or contests in any manner, manner (i) the effectiveness, validity or enforceability of any of the material Subordination Provisions, (ii) that the Subordination Provisions exist for the benefit of the Lenders, the Agents and the Issuers Secured Parties or (iii) that all payments of principal of or premium and interest on the Subordinated Debt, or realized from the liquidation of any property of any Obligor, shall be subject to any of such Subordination Provisions.

Failure of Subordination. Unless otherwise waived or consented to by the Required Lenders, the Agents and the Issuers Required Lenders in writing, the subordination provisions relating to any Subordinated Debt or the Affiliate Preferred Stock (the "“Subordination Provisions"”) shall fail to be enforceable by the LendersAdministrative Agent, the Agents Lenders and the Issuers in material accordance with the terms thereof thereof, or the monetary Obligations shall fail to constitute "“Senior Indebtedness" ” (or a similar term) or “Senior Debt” referring to the Obligations; or the Parent or any Obligor shall of its Subsidiaries shall, directly or indirectly, disavow or contest in any manner, or shall support or fail to contest any holder of Subordinated Debt which disavows or contests in any manner, manner (i) the effectiveness, validity or enforceability of any of the material Subordination Provisions, (ii) that the Subordination Provisions exist for the benefit of the Lenders, the Agents and the Issuers Secured Parties or (iii) that all payments of principal of or premium and interest on the Subordinated Debt, or realized from the liquidation of any property of any Obligor, shall be subject to any of such Subordination Provisions.

Failure of Subordination. Unless otherwise waived or consented to by the Required LendersAdministrative Agent, all of the Agents Lenders and the Issuers in writing, the subordination provisions relating to any Subordinated Debt (the "“Subordination Provisions"”) shall fail to be enforceable by the LendersAdministrative Agent, the Agents Lenders and the Issuers in material accordance with the terms thereof or the monetary Obligations shall fail to constitute "“Senior Indebtedness" (” or a similar term) term referring to the Obligations; Obligations in the Subordinated Debt Documents or Holdings, the Company or any Obligor shall of their respective Restricted Subsidiaries shall, directly or indirectly, disavow or contest in any manner, or shall support or fail to contest any holder of Subordinated Debt which disavows or contests in any manner, manner (i) the effectiveness, validity or enforceability of any of the material Subordination Provisions, (ii) that the Subordination Provisions exist for the benefit of the LendersAdministrative Agent, the Agents Lenders and the Issuers or (iii) that all payments of principal of or premium and interest on the Subordinated Debt, or realized from the liquidation of any property of any Obligor, shall be subject to any of such Subordination Provisions.

Failure of Subordination. Unless otherwise waived or consented to by the Required LendersAdministrative Agents, the Agents Lenders and the Issuers in writing, the subordination provisions relating to any Subordinated Debt in excess of C$10,000,000 (the "“Subordination Provisions"”) shall fail to be enforceable by the LendersAdministrative Agents, the Agents Lenders and the Issuers in material accordance with the terms thereof thereof, or the monetary Obligations shall fail to constitute "“Senior Indebtedness" ” (or a similar term) referring to the Obligations; or ACT or any Obligor shall of its Subsidiaries shall, directly or indirectly, disavow or contest in any manner, or shall support or fail to contest any holder of Subordinated Debt which disavows or contests in any manner, manner (i) the effectiveness, validity or enforceability of any of the material Subordination Provisions, (ii) that the Subordination Provisions exist for the benefit of the LendersAdministrative Agents, the Agents Lenders and the Issuers or (iii) that all payments of principal of or premium and interest on the Subordinated Debt, or realized from the liquidation of any property of any Obligor, shall be subject to any of such Subordination Provisions.

Failure of Subordination. Unless otherwise waived or consented to by the Required LendersAgents, all of the Agents Lenders and the Issuers in writing, the subordination provisions relating to any Subordinated Debt (the "Subordination ProvisionsSUBORDINATION PROVISIONS") shall fail to be enforceable by the LendersAgents, the Agents Lenders and the Issuers in material accordance with the terms thereof or the monetary Obligations shall fail to constitute "Senior Indebtedness" (or a similar term) term referring to the Obligations; Obligations in the Subordinated Debt Documents or Holdings, the Company or any Obligor shall of their respective Restricted Subsidiaries shall, directly or indirectly, disavow or contest in any manner, or shall support or fail to contest any holder of Subordinated Debt which disavows or contests in any manner, manner (i) the effectiveness, validity or enforceability of any of the material Subordination Provisions, (ii) that the Subordination Provisions exist for the benefit of the LendersAgents, the Agents Lenders and the Issuers or (iii) that all payments of principal of or premium and interest on the Subordinated Debt, or realized from the liquidation of any property of any Obligor, shall be subject to any of such Subordination Provisions.

Failure of Subordination. Unless otherwise waived or consented to by the Required LendersAdministrative Agent, the Agents Lenders and the Issuers in writing, the subordination provisions relating to any Subordinated Debt (the "Subordination Provisions") shall fail to be enforceable by the LendersAdministrative Agent, the Agents Lenders and the Issuers in material accordance with the terms thereof thereof, or the monetary Obligations shall fail to constitute "Senior IndebtednessDebt" and "Designated Senior Debt" (or a similar termterms) referring to under the Obligationsapplicable Subordination Provisions; or the Borrower or any Obligor shall of its Subsidiaries shall, directly or indirectly, disavow or contest in any manner, or shall support or fail to contest any holder of Subordinated Debt which disavows or contests in any manner, manner (i) the effectiveness, validity or enforceability of any of the material Subordination Provisions, (ii) that the Subordination Provisions exist for the benefit of the LendersAdministrative Agent, the Agents Lenders and the Issuers or (iii) that all payments of principal of or premium and interest on the Subordinated Debt, or realized from the liquidation of any property of any Obligor, shall be subject to any of such the applicable Subordination Provisions.. -100- 106

Failure of Subordination. Unless otherwise waived or consented to by the Required LendersAdministrative Agent, the Agents Lenders and the Issuers in writing, the subordination provisions relating to any Subordinated Debt or Seller Note Indebtedness (the "Subordination ProvisionsSUBORDINATION PROVISIONS") shall fail to be enforceable by the LendersAdministrative Agent, the Agents Lenders and the Issuers in material accordance with the terms thereof thereof, or the monetary Obligations shall fail to constitute "Senior Indebtedness" (or a similar term) referring to the Obligations; or the Borrower or any Obligor shall of its Subsidiaries shall, directly or indirectly, disavow or contest in any manner, or shall support or fail to contest any holder of Subordinated Debt which disavows or contests in any manner, manner (i) the effectiveness, validity or enforceability of any of the material Subordination Provisions, (ii) that the Subordination Provisions exist for the benefit of the LendersAdministrative Agent, the Agents Lenders and the Issuers or (iii) that all payments of principal of or premium and interest on the Subordinated DebtDebt or Seller Note Indebtedness, or realized from the liquidation of any property of any Obligor, shall be subject to any of such Subordination Provisions.