Common use of Guaranties and other Credit Documents Clause in Contracts

Guaranties and other Credit Documents. At any time after the execution and delivery thereof, (i) any Credit Party shall repudiate its obligations under any Credit Document, other than, in the case of a Guarantor, following its release from the Guaranty, (ii) the Guaranty for any reason, other than the satisfaction in full of all Obligations, shall cease to be in full force and effect in any material respect with respect to any Guarantor (other than in accordance with its terms) or shall be declared to be null and void, or (iii) any Credit Document (other than the Guaranty) ceases to be in full force and effect (other than by reason of the satisfaction in full of the Obligations in accordance with the terms hereof) or shall be declared null and void; THEN, (1) upon the occurrence of any Event of Default described in Section 8.1(f) or 8.1(g) with respect to Borrower, automatically, and (2) upon the occurrence of any other Event of Default, upon notice to Borrower by the Administrative Agent (given at the direction of the Requisite Lenders) with respect to any or all of the following, (A) the Commitments shall immediately terminate; (B) each of the following shall immediately become due and payable, in each case, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party: (I) the fees, expenses, indemnities and other amounts (including fees, charges and disbursements of counsel) then due to the Administrative Agent and the other Beneficiaries, including without limitation, amounts payable under Sections 2.12, 2.14, 2.15, 2.16 and 10.2, (II) the unpaid principal amount of, and accrued interest on, the Loans, and (III) all other Obligations; (C) Borrower shall Cash Collateralize the L/C Obligations (in an amount equal to the Applicable Cash Collateralization Percentage thereof); and (D) upon the written direction of the Requisite Lenders, all LIBOR Rate Loans then outstanding shall be immediately converted into Base Rate Loans (it being understood that Borrower shall be liable for any amounts payable under Section 2.14(c) in connection with such conversion).

Guaranties and other Credit Documents. At any time after the execution and delivery thereof, (i) any Credit Party shall repudiate its obligations under any Credit Document, other than, in the case of a Guarantor, following its release from the Guaranty, (ii) the Guaranty for any reason, other than the satisfaction in full of all Obligations, shall cease to be in full force and effect in any material respect with respect to any Guarantor (other than in accordance with its termsterms or upon release of such Guaranty in accordance with this Agreement) or shall be declared to be null and voidvoid or any Guarantor or any Parent Company shall repudiate its obligations thereunder in writing, or (iiiii) any Credit Document (other than the Guaranty) this Agreement ceases to be in full force and effect (other than by reason of the satisfaction in full of the Obligations in accordance with the terms hereof) or shall be declared null and voidvoid or (iii) any Credit Party shall contest the validity or enforceability of any Credit Document in writing or deny in writing that it has any further liability, including with respect to future advances by Lxxxxxx, under any Credit Document to which it is a party; THEN, (1) upon the occurrence of any Event of Default described in Section 8.1(f) or 8.1(g) with respect to Borrower), automatically, and (2) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the consent of) Requisite Lenders, upon written notice to Borrower Representative by the Administrative Agent (given at the direction of the Requisite Lenders) with respect to any or all of the followingAgent, (A) the Revolving Commitments, if any, of each Lender having such Revolving Commitments and the Letter of Credit Commitments, if any, of each Issuing Bank having such Letter of Credit Commitments shall immediately terminate; (B) each of the following shall immediately become due and payable, in each case, case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party: (I) the fees, expenses, indemnities and other amounts (including fees, charges and disbursements of counsel) then due to the Administrative Agent and the other Beneficiaries, including without limitation, amounts payable under Sections 2.12, 2.14, 2.15, 2.16 and 10.2, (II) the unpaid principal amount of, of and accrued interest on, on the Loans, and (IIIII) all other Obligations; provided, the foregoing shall not affect in any way the obligations of Lenders under Section 2.4(e); (C) Borrower [reserved]; and (D) Administrative Agent shall direct Borrowers to pay (and Borrowers hereby agrees upon receipt of such notice, or upon the occurrence of any Event of Default specified in Sections 8.1(f) and (g) to pay) to Administrative Agent such additional amounts of cash as reasonably requested by an Issuing Bank, to be held as security for Borrowers’ reimbursement Obligations in respect of Letters of Credit issued by such Issuing Bank then outstanding. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this Section 8.1, Borrowers shall at such time Cash Collateralize the L/C Obligations (collateralize in accordance with Section 2.4(i) an amount equal to the Applicable aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such Cash Collateralization Percentage thereof); collateral account shall be applied by Administrative Agent to the payment of drafts drawn under such Letters of Credit, and (D) upon the written direction unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of Borrowers hereunder and under the Requisite Lendersother Credit Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all LIBOR Rate Loans then outstanding obligations of Borrowers to reimburse Issuing Banks pursuant to Section 2.4(i) for amounts drawn under Letters of Credit shall have been satisfied and all other Obligations of Borrowers hereunder and under the other Credit Documents that are due and payable shall have been paid in full, the balance, if any, in such Cash collateral account shall be immediately converted into Base Rate Loans returned to Borrowers (it being understood that Borrower shall or such other Person as may be liable for any amounts payable under Section 2.14(c) in connection with such conversionlawfully entitled thereto).

Guaranties and other Credit Documents. At any time after the execution and delivery thereof, (i) any Credit Party shall repudiate its obligations under any Credit Document, other than, in the case of a Guarantor, following its release from the Guaranty, (ii) the Guaranty for any reason, other than the satisfaction in full of all Obligations, shall cease to be in full force and effect in any material respect with respect to any Guarantor (other than in accordance with its terms) or shall be declared to be null and voidvoid or any Guarantor shall repudiate in writing its obligations thereunder, (ii) either Sponsor Guaranty for any reason, other than the satisfaction in full of all Obligations, 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 Sponsor party to a Sponsor Guaranty shall repudiate in writing its obligations thereunder, (iii) any Credit Document (other than the Guaranty) this Agreement ceases to be in full force and effect (other than by reason of the satisfaction in full of the Obligations in accordance with the terms hereof) or shall be declared null and void, or (iv) any Credit Party or either Sponsor party to a Sponsor Guaranty (with respect to such Sponsor’s Sponsor Guaranty) shall contest the validity or enforceability of any Credit Document in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Credit Document to which it is a party; THEN, (1) upon the occurrence of any Event of Default described in Section 8.1(f), 8.1(g) or 8.1(g8.1(l)(ii) with respect to Borrowerthe Company, automatically, and (2) upon the occurrence of any other Event of Default, at the request of (or with the consent of) Requisite Lenders, upon notice to Borrower Company by the Administrative Agent (given at the direction of the Requisite Lenders) with respect to any or all of the followingAgent, (A) the Term Loan Commitments, if any, of each Lender having such Term Loan Commitments shall immediately terminate; and (B) each of the following shall immediately become due and payable, in each case, case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party: (I) the fees, expenses, indemnities and other amounts (including fees, charges and disbursements of counsel) then due to the Administrative Agent and the other Beneficiaries, including without limitation, amounts payable under Sections 2.12, 2.14, 2.15, 2.16 and 10.2, (II) the unpaid principal amount of, of and accrued interest on, on the Loans, and (IIIII) all other Obligations; (C) Borrower shall Cash Collateralize the L/C Obligations (in an amount equal to the Applicable Cash Collateralization Percentage thereof); and (D) upon the written direction of the Requisite Lenders, all LIBOR Rate Loans then outstanding shall be immediately converted into Base Rate Loans (it being understood that Borrower shall be liable for any amounts payable under Section 2.14(c) in connection with such conversion).