Common use of Guarantees, Security Documents and other Loan Documents Clause in Contracts

Guarantees, Security Documents and other Loan Documents. At any time after the execution and delivery thereof, (i) the Guaranty for any reason, other than the satisfaction in full of all Obligations and the termination of the Commitments, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void or any Guarantor shall repudiate its obligations thereunder; (ii) this Agreement or any Security Document ceases to be in full force and effect (other than by reason of a release of Collateral in accordance with the terms hereof or thereof or the satisfaction in full of the Obligations and the termination of the Commitments in accordance with the terms hereof) or shall be declared null and void, in each case for any reason other than the failure of the Collateral Agent or any Secured Party to take any action within its control; (iii) the Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any Collateral purported to be covered by the Security Documents with the priority required by the relevant Security Document; or (iv) any Loan Party shall contest the validity or enforceability of any Loan Document in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Loan Document to which it is a party or shall contest the validity or perfection of any Lien in any Collateral purported to be covered by the Security Documents; or

Guarantees, Security Documents and other Loan Documents. At any time after the execution and delivery thereof, (i) the Guaranty for any reason, other than the satisfaction in full of all Obligations and the termination of the CommitmentsObligations, shall cease to be in full force and effect with respect to a Material Company (other than in accordance with its terms) or or, with respect to a Material Company, shall be declared to be become null and void or any Guarantor shall repudiate its obligations thereunder; , (ii) this Agreement or any Security Document ceases to be in full force and effect (other than by reason of a release of Collateral in accordance with the terms hereof or thereof or the satisfaction in full of the Obligations and the termination of the Commitments in accordance with the terms hereof) or shall be declared become null and void, in each case for any reason other than the failure of the Collateral Agent or any Secured Party to take any action within its control; (iii) the Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any Collateral purported to be covered by the Security Documents with the priority required by the relevant Security Document, in each case for any reason other than the failure of the Collateral Agent or any Secured Party to take any action within its control; provided that this clause (ii) shall not apply to any Security Document the invalidity of which would not reasonably be considered prejudicial to the interests of the Secured Parties taken as a whole, or (iviii) any Loan Party shall contest the validity or enforceability of any Loan Document in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Loan Document to which it is a party or shall contest the validity or perfection of any Lien in any Collateral purported to be covered by the Security Documents; or

Guarantees, Security Documents and other Loan Documents. At any time after the execution and delivery thereof, (i) the Guaranty for any reason, other than the satisfaction in full of all Obligations and the termination of the Commitments, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void or any Guarantor shall repudiate its obligations thereunder; (ii) this Agreement or any Security Document ceases to be in full force and effect (other than by reason of a release of Collateral in accordance with the terms hereof or thereof or the satisfaction in full of the Obligations and the termination of the Commitments in accordance with the terms hereof) or shall be declared null and void, in each case for any reason other than the failure of the Collateral Agent or any Secured Party to take any action within its control; (iii) subject to the Agreed Security Principles, the Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any Collateral with an aggregate Fair Market Value in excess of $10,000,000 (as to Revolving Loan Priority Collateral) or in excess of $50,000,000 (as to any other Collateral) purported to be covered by the Security Documents with the priority required by the relevant Security Document; or (iv) any Loan Party shall contest the validity or enforceability of any Loan Document in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Loan Document to which it is a party or shall contest the validity or perfection of any Lien in any Collateral purported to be covered by the Security Documents; or (v) any subordination provision in respect of any Material Indebtedness (including the Term Loan Agreement) shall for any reason not be (or asserted by any Loan Party in writing not to be) a legal, valid and binding obligation of any Loan Party that is a party thereto other than as expressly permitted hereunder or thereunder; or

Guarantees, Security Documents and other Loan Documents. At any time after the execution and delivery thereof, (i) the Guaranty for any reason, other than the satisfaction in full of all Obligations and the termination of the Commitments, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void or any Guarantor shall repudiate its obligations thereunder; (ii) this Agreement or any Security Document ceases to be in full force and effect (other than by reason of a release of Collateral in accordance with the terms hereof or thereof or the satisfaction in full of the Obligations and the termination of the Commitments in accordance with the terms hereof) or shall be declared null and void, in each case for any reason other than the failure of the Collateral Agent or any Secured Party to take any action within its control; (iii) subject to the Agreed Security Principles, the Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any Collateral with an aggregate Fair Market Value in excess of $10,000,000 (as to Revolving Loan Priority Collateral) or in excess of $50,000,000 (as to any other Collateral) purported to be covered by the Security Documents with the priority required by the relevant Security Document; or (iv) any Loan Party shall contest the validity or enforceability of any Loan Document in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Loan Document to which it is a party or shall contest the validity or perfection of any Lien in any Collateral purported to be covered by the Security Documents; oror (v) any subordination provision in respect of any Material Indebtedness (including the Term Loan Agreement) shall for any reason not be (or asserted by any Loan Party in writing not to be) a legal, valid and binding obligation of any Loan Party that is a party thereto other than as expressly permitted hereunder or thereunder; or 202

Guarantees, Security Documents and other Loan Documents. At any time after the execution and delivery thereof, (i) the Guaranty for any reason, other than the satisfaction in full of all Obligations and the termination of the CommitmentsObligations, shall cease to be in full force and effect with respect to a Material Company (other than in accordance with its terms) or or, with respect to a Material Company, shall be declared to be become null and void or any Guarantor shall repudiate its obligations thereunder; , (ii) this Agreement or any Security Document ceases to be in full force and effect (other than by reason of a release of Collateral in accordance with the terms hereof or thereof or the satisfaction in full of the Obligations and the termination of the Commitments in accordance with the terms hereof) or shall be declared become null and void, in each case for any reason other than the failure of the Collateral Agent or any Secured Party to take any action within its control; (iii) the Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any Collateral purported to be covered by the Security Documents with the priority required by the relevant Security Document, in each case for any reason other than the failure of the Collateral Agent or any Secured Party to take any action within its control; provided that this clause (ii) shall not apply to any Security Document the invalidity of which would not reasonably be considered prejudicial to the interests of the Secured Parties taken as a whole, or (iviii) any Loan Party shall contest the validity or enforceability of any Loan Document in writing or deny in writing that it has any further liability, including with respect NY\5627635.16 to future advances by Lenders, under any Loan Document to which it is a party or shall contest the validity or perfection of any Lien in any Collateral purported to be covered by the Security Documents; or