Common use of Guaranties, Collateral Documents and other Credit Documents Clause in Contracts

Guaranties, Collateral Documents and other Credit 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 guaranteed thereby in Cash, 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, the Tax Sharing Agreement, the Management Services Agreement or any Collateral 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 in Cash in accordance with the terms hereof) or shall be declared null and void, or Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any Collateral (other than by reason of a release of Collateral in accordance with the terms hereof or thereof) purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document, in each case for any reason other than the negligent or willful failure of Collateral Agent to take any action within its control and required of it by the Credit Documents, or (iii) any Credit Party shall contest the validity or enforceability of any Credit Document, the Tax Sharing Agreement or the Management Services Agreement 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;

Guaranties, Collateral Documents and other Credit 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 guaranteed thereby in CashObligations, 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 DUHI shall repudiate its obligations thereunder, (ii) this Agreement, the Tax Sharing Agreement, the Management Services Agreement or any Collateral 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 in Cash in accordance with the terms hereof) or shall be declared null and void, or Collateral Agent Xxxxxxx Xxxxx shall not have or shall cease to have a valid and perfected Lien in any Collateral (other than by reason of a release of Collateral in accordance with the terms hereof or thereof) purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document, in each case for any reason other than the negligent or willful failure of Collateral Agent Xxxxxxx Sachs to take any action within its control and required of it by the Credit Documentscontrol, or (iii) any Credit Party Obligor shall contest the validity or enforceability of any Credit Document, the Tax Sharing Agreement or the Management Services Agreement Document in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, liability under any Credit Document to which it is a partyparty or shall contest the validity or perfection of any Lien in any Collateral purported to be covered by the Collateral Documents;

Guaranties, Collateral Documents and other Credit 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 guaranteed thereby in Cashor the release of the Holdco Guarantors pursuant to the terms hereof, 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 by a court of competent jurisdiction or by any Guarantor or any Guarantor shall repudiate its obligations thereunder, (ii) this Agreement, the Tax Sharing Agreement, the Management Services Agreement or any Collateral Document ceases to be in full force and effect (other than by reason of a release of Collateral or any Guaranty of a Holdco Guarantor in accordance with the terms hereof or thereof or the satisfaction in full of the Obligations in Cash in accordance with the terms hereof) or shall be declared null and voidvoid by a court of competent jurisdiction or by Borrower or any Guarantor, or Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any Collateral (other than by reason of a release of Collateral in accordance with the terms hereof or thereof) purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document, in each case for any reason other than the negligent or willful failure of Collateral Agent or any Secured Party to take any action within its control and required of it by the Credit Documentscontrol, or (iii) any Credit Party or any Holdco Guarantor shall contest the validity or enforceability of any Credit Document, the Tax Sharing Agreement or the Management Services Agreement Document in writing or deny in writing that it has any further liability, including with respect to future advances by the Lenders, under any Credit Document to which it is a partyparty or shall contest the validity or perfection of any Lien in any Collateral purported to be covered by the Collateral Documents;

Guaranties, Collateral Documents and other Credit 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 guaranteed thereby or upon the release of such Guaranty with respect to a Subsidiary of the Company in Cashconnection with an Asset Sale permitted hereby, 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, the Tax Sharing Agreement, the Management Services Agreement or any Collateral 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 in Cash in accordance with the terms hereof) or shall be declared null and void, or Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any Collateral (other than by reason of a release of Collateral in accordance with the terms hereof or thereof) purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document, in each case for any reason other than the negligent or willful failure of Collateral Agent or any Secured Party to take any action within its control and required of it by the Credit Documentscontrol, or (iii) any Credit Party shall contest the validity or enforceability of any Credit Document, the Tax Sharing Agreement or the Management Services Agreement Document in writing or deny in writing that it has any further liability, including with respect to future advances by LendersXxxxxxx, under any Credit Document to which it is a party;; or

Guaranties, Collateral Documents and other Credit Documents. At any time after the execution and delivery thereof, (i) the any Guaranty for any reason, other than the satisfaction in full of all Obligations guaranteed thereby in CashObligations, 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, the Tax Sharing Agreement, the Management Services Agreement or any Collateral 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 in Cash accordance with the terms hereof or any other termination of such Collateral Document in accordance with the terms hereofthereof) or shall be declared null and void, or the Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any Collateral (other than by reason of a release of Collateral in accordance with the terms hereof or thereof) purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document, in each case for any reason other than the negligent or willful failure of the Collateral Agent or any Secured Party to take any action within its control and required of it by the Credit Documentscontrol, or (iii) any Credit Party shall contest the validity or enforceability of any Credit Document, the Tax Sharing Agreement or the Management Services Agreement Document in writing or deny in writing that it has any further liability, including with respect to future advances by LendersBanks, under any Credit Document to which it is a party;party or any Credit Document shall cease to be in full force and effect or shall be declared null and void; or

Guaranties, Collateral Documents and other Credit 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 guaranteed thereby in CashCredit Agreement 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 Guarantor shall repudiate its obligations thereunder, (ii) this Agreement, the Tax Sharing Agreement, the Management Services Agreement or any Collateral Document ceases to be in full force and effect with respect to any material portion of the Collateral (other than by reason of a release of Collateral in accordance with the terms hereof or thereof or the satisfaction in full of the Credit Agreement Obligations in Cash in accordance with the terms hereof) or shall be declared null and void, or the applicable Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any material portion of the Collateral (other than by reason of a release of Collateral in accordance with the terms hereof or thereof) purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document, in each case for any reason other than the negligent or willful failure of such Collateral Agent or any Secured Party to take any action within its control and required of it by the Credit Documentscontrol, or (iii) any Credit Party shall contest the validity or enforceability of any Credit Document, the Tax Sharing Agreement or the Management Services Agreement 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;party or shall contest the validity or perfection of any Lien in any Collateral purported to be covered by the Collateral Documents; or

Guaranties, Collateral Documents and other Credit Documents. At any time after the execution and delivery thereof, (i) the Guaranty or the Holdings Guaranty for any reason, other than the satisfaction in full of all Obligations guaranteed thereby in Cash(other than the APLP 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 Guarantor shall repudiate its obligations thereunder, ; (ii) this Agreement, the Tax Sharing Agreement, the Management Services Agreement or any Collateral Document ceases to be in full force and effect (other than by reason of a release of Collateral or Guarantor in accordance with the terms hereof or thereof or the satisfaction in full of the Obligations in Cash (other than the APLP Obligations) in accordance with the terms hereof) or shall be declared null and void, or Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any Collateral (other than by reason of a release of Collateral in accordance with the terms hereof or thereof) purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document, in each case for any reason other than the negligent or willful failure of Collateral Agent or any Secured Party to take any action within its control and required of it by the Credit Documents, or control; (iii) any Credit Party shall contest the validity or enforceability of any Credit Document, the Tax Sharing Agreement or the Management Services Agreement 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;party or shall contest the validity or perfection of any Lien in any Collateral purported to be covered by the Collateral Documents; or (iv) the Loans shall cease to constitute First Priority indebtedness; or

Guaranties, Collateral Documents and other Credit 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 guaranteed thereby in Cash, 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, the Tax Sharing Agreement, the Management Services Agreement or any Collateral 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 in Cash in accordance with the terms hereof) or shall be declared null and void, or Collateral the Administrative Agent shall not have or shall cease to have a valid and perfected Lien in any Collateral (other than by reason of a release of Collateral in accordance with the terms hereof or thereof) purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document, in each case for any reason other than the negligent or willful failure of Collateral the Administrative Agent to take any action within its control and required of it by the Credit Documents, or (iii) any Credit Party shall contest the validity or enforceability of any Credit Document, the Tax Sharing Agreement or the Management Services Agreement in writing or deny in writing that it has any further liability, including with respect to future advances by the Lenders, under any Credit Document to which it is a party;; or

Guaranties, Collateral Documents and other Credit Documents. At any time after the execution and delivery thereof, (i) the Guaranty or the General Partner Limited Guarantee for any reason, other than the satisfaction in full of all Obligations guaranteed thereby in Cash(other than the APLP 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 Guarantor or the General Partner shall repudiate its obligations thereunder, ; (ii) this Agreement, the Tax Sharing Agreement, the Management Services Agreement or any Collateral Document ceases to be in full force and effect (other than by reason of a release of Collateral or Guarantor in accordance with the terms hereof or thereof or the satisfaction in full of the Obligations in Cash (other than the APLP Obligations) in accordance with the terms hereof) or shall be declared null and void, or Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any Collateral (other than by reason of a release of Collateral in accordance with the terms hereof or thereof) purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document, in each case for any reason other than the negligent or willful failure of Collateral Agent or any Secured Party to take any action within its control and required of it by the Credit Documents, or control; (iii) any Credit Party or the General Partner shall contest the validity or enforceability of any Credit Document, the Tax Sharing Agreement or the Management Services Agreement 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;party or shall contest the validity or perfection of any Lien in any Collateral purported to be covered by the Collateral Documents; or (iv) the Loans shall cease to constitute First Priority indebtedness; or

Guaranties, Collateral Documents and other Credit 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 guaranteed thereby in Cash(other than contingent and indemnification obligations for which no claim has been made), 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, the Tax Sharing Agreement, the Management Services Agreement or any Collateral 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 in Cash in accordance with the terms hereof) or shall be declared null and void, or Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any material portion of the Collateral (other than by reason for the avoidance of doubt, any pledge of Equity Interests shall constitute a release material portion of Collateral in accordance with the terms hereof or thereofCollateral) purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document, in each case for any reason other than the negligent or willful failure of Collateral Agent or any Secured Party to take any action within its control and required of it by the Credit Documentscontrol, or (iii) any Credit Party shall contest the validity or enforceability of any Credit Document, the Tax Sharing Agreement or the Management Services Agreement 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;party or shall contest the validity or perfection of any Lien in any Collateral purported to be covered by the Collateral Documents; or

Guaranties, Collateral Documents and other Credit 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 guaranteed thereby in CashObligations, 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, the Tax Sharing Agreement, the Management Services Intercreditor Agreement or any Collateral 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 in Cash in accordance with the terms hereof) or shall be declared null and void, or Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any Collateral (other than by reason of a release of Collateral in accordance with the terms hereof or thereof) purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document, in each case for any reason other than the negligent or willful failure of Collateral Agent or any Secured Party to take any action within its control and required of it by the Credit Documentscontrol, or (iii) any Credit Party shall contest the validity or enforceability of any Credit Document, the Tax Sharing Agreement or the Management Services Agreement 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 partyparty or shall contest the validity or perfection of any Lien in any Collateral purported to be covered by the Collateral Documents;

Guaranties, Collateral Documents and other Credit Documents. At any time after the execution and delivery thereof, (i) the any Guaranty for any reason, other than the satisfaction in full of all Obligations guaranteed thereby in CashObligations, 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, the Tax Sharing Agreement, the Management Services Agreement or any Collateral 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 in Cash accordance with the terms hereof or any other termination of such Collateral Document in accordance with the terms hereofthereof) or shall be declared null and void, or the Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any Collateral (other than by reason of a release of Collateral in accordance with the terms hereof or thereof) purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document, in each case for any reason other than the negligent or willful failure of the Collateral Agent or any Secured Party to take any action within its control and required of it by the Credit Documentscontrol, or (iii) any Credit Party shall contest the validity or enforceability of any Credit Document, the Tax Sharing Agreement or the Management Services Agreement Document in writing or deny in writing that it has any further liability, including with respect to future advances by the Lenders, under any Credit Document to which it is a party;party or any Credit Document shall cease to be in full force and effect or shall be declared null and void; or

Guaranties, Collateral Documents and other Credit Documents. At any time after the execution and delivery thereof, (i) the Guaranty for any reason, other than the satisfaction Payment in full Full of all Obligations guaranteed thereby in CashObligations, 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, the Tax Sharing Agreement, the Management Services Agreement or any Collateral 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 Payment in full Full of the Obligations in Cash in accordance with the terms hereof) or shall be declared null and void, or Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any material part of the Collateral (other than by reason of a release of Collateral in accordance with the terms hereof or thereof) purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document, in each case for any reason other than the negligent or willful failure of Collateral Agent or any Secured Party to take any action within its control and required of it by the Credit Documentscontrol, or (iii) any Credit Party shall contest the validity or enforceability of any Credit Document, the Tax Sharing Agreement or the Management Services Agreement 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;party or shall contest the validity of or perfection of any Lien in any Collateral granted or purported to be granted pursuant to the Collateral Documents; or

Guaranties, Collateral Documents and other Credit 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 guaranteed thereby in CashObligations, 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 in writing its obligations thereunder, (ii) this Agreement, the Tax Sharing Agreement, the Management Services Agreement or any Collateral 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 in Cash in accordance with the terms hereof) or shall be declared null and void, or the Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any material portion of the Collateral (other than by reason of a release of Collateral in accordance with the terms hereof or thereof) purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document, in each case for any reason other than the negligent or willful failure of the Collateral Agent or any Secured Party to take any action within its control and required of it by the Credit Documentscontrol, or (iii) any Credit Party shall contest the validity or enforceability of any Credit Document, the Tax Sharing Agreement or the Management Services Agreement Document in writing or deny in writing that it has any further liability, including with respect to future advances by LendersPurchasers, under any Credit Document to which it is a party;party or shall contest in writing the validity or perfection of any Lien in any Collateral purported to be covered by the Collateral Documents or (iv) the Obligations shall cease to constitute (subject to the terms of the Intercreditor Agreement) First Priority obligations of the Credit Parties ; or

Guaranties, Collateral Documents and other Credit 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 guaranteed thereby in CashObligations, 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, the Tax Sharing Agreement, the Management Services Agreement or any Collateral 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 in Cash in accordance with the terms hereof) or shall be declared null and void, or Collateral Agent Trustee shall not have or shall cease to have a valid and perfected Lien in any Collateral (other than by reason consisting of a release of Collateral in accordance with the terms hereof or thereof) assets that are not immaterial to Holding and its Subsidiaries purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document, in each case for any reason other than the negligent or willful failure of Collateral Agent Trustee or any Secured Party to take any action within its control and required except to the extent covered by a title insurance policy to the reasonable satisfaction of it by the Credit DocumentsCollateral Trustee, or (iii) any Credit Party shall contest the validity or enforceability of any Credit Document, the Tax Sharing Agreement or the Management Services Agreement Document in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under this Agreement or any Credit Collateral Document to which it is a party;party or (iv) the Obligations shall cease to constitute senior indebtedness under the subordination provisions of the Subordinated Indebtedness, or, in any case, such subordination provisions shall be invalidated or otherwise cease to be legal, valid and binding obligations of the parties thereto, enforceable in accordance with their terms; or

Guaranties, Collateral Documents and other Credit 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 guaranteed thereby in CashObligations, 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, the Tax Sharing Agreement, the Management Services Agreement or any Collateral 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 in Cash in accordance with the terms hereof) or shall be declared null and void, or Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any Collateral (other than by reason any immaterial item of a release of Collateral in accordance with the terms hereof or thereofCollateral) purported to be covered by the Collateral Documents to the extent required by the relevant Collateral Documents and with the priority required by the relevant Collateral Document, in each case for any reason other than the negligent or willful failure of Collateral Agent or any Secured Party to take any action within its control and required of it by the Credit Documentscontrol, or (iii) any Credit Party shall contest the validity or enforceability of any Credit Document, the Tax Sharing Agreement or the Management Services Agreement 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;party or shall contest the validity or perfection of any Lien in any Collateral purported to be covered by the Collateral Documents; or

Guaranties, Collateral Documents and other Credit 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 guaranteed thereby in Cash(other than contingent and indemnification obligations for which no claim has been made and other than obligations under any Hedge Agreement), 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, the Tax Sharing Agreement, the Management Services Agreement or any Collateral 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 in Cash in accordance with the terms hereof) or shall be declared null and void, or Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any material portion of the Collateral (other than by reason for the avoidance of doubt, any pledge of Equity Interests shall constitute a release material portion of Collateral in accordance with the terms hereof or thereofCollateral) purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document, in each case for any reason other than the negligent or willful failure of Collateral Agent or any Secured Party to take any action within its control and required of it by the Credit Documentscontrol, or (iii) any Credit Party shall contest the validity or enforceability of any Credit Document, the Tax Sharing Agreement or the Management Services Agreement 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 partyparty or shall contest the validity or perfection of any Lien in any Collateral purported to be covered by the Collateral Documents;

Guaranties, Collateral Documents and other Credit 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 guaranteed thereby in Cash(other than contingent and indemnification obligations for which no claim has been made), 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, the Tax Sharing Agreement, the Management Services Agreement or any Collateral 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 in Cash in accordance with the terms hereof) or shall be declared null and void, or Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any material portion of the Collateral (other than by reason for the avoidance of doubt, any pledge of Equity Interests shall constitute a release material portion of Collateral in accordance with the terms hereof or thereofCollateral) purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document, in each case for any reason other than the negligent or willful failure of Collateral Agent or any Secured Party to take any action within its control and required of it by the Credit Documentscontrol, or (iii) any Credit Party shall contest the validity or enforceability of any Credit Document, the Tax Sharing Agreement or the Management Services Agreement 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 partyparty or shall contest the validity or perfection of any Lien in any Collateral purported to be covered by the Collateral Documents;

Guaranties, Collateral Documents and other Credit Documents. At any time after the execution and delivery thereof, (i) the any Pari Passu Guaranty or First Priority Guaranty provided by a Material Subsidiary for any reason, other than the satisfaction in full of all Obligations guaranteed thereby in CashObligations, 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 that is a Material Subsidiary shall repudiate its obligations thereunder, (ii) this Agreement, the Tax Sharing Agreement, the Management Services Agreement or any Collateral 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 in Cash in accordance with the terms hereof) or shall be declared null and void, or Pari Passu Collateral Agent or First Priority Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any material Collateral (other than by reason of a release of Collateral in accordance with the terms hereof or thereof) purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document, in each case for any reason other than the negligent or willful failure of Collateral Agent to take any action within its control and required of it by the Credit Documents, or (iii) Borrower, Molycorp or any Credit Party that is a Material Subsidiary shall contest the validity or enforceability of any Credit Document, the Tax Sharing Agreement or the Management Services Agreement 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 partyparty or shall contest the validity or perfection of any Lien in any Collateral purported to be covered by the Collateral Documents;

Guaranties, Collateral Documents and other Credit 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 guaranteed thereby in Cash(other than indemnification obligations for which no claim has been made), shall cease to be in full force and effect (other than in accordance with its termsterms or as permitted by the terms of Section 5.10(c)) or shall be declared to be null and void or any Guarantor shall repudiate its obligations thereunder, (ii) this Agreement, the Tax Sharing Agreement, the Management Services Agreement or any Collateral 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 in Cash (other than indemnification obligations for which no claim has been made) in accordance with the terms hereof) or shall be declared null and void, or Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any Collateral (other than by reason Collateral with an aggregate fair market value of a release of Collateral in accordance with the terms hereof or thereof$1,000,000 at any time) purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document, in each case for any reason other than the negligent or willful failure of Collateral Agent or any Secured Party to take any action within its control and required of it by the Credit Documentscontrol, or (iii) any Credit Party shall (other than as permitted by Section 5.10(c)) contest the validity or enforceability of any Credit Document, the Tax Sharing Agreement or the Management Services Agreement 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;; or

Guaranties, Collateral Documents and other Credit 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 guaranteed thereby in CashObligations, 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 thereunderthereunder (other than as a result of the discharge of such Guarantor in accordance with the terms of Section 7), (ii) this Agreement, the Tax Sharing Agreement, the Management Services Agreement or any Collateral 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 in Cash in accordance with the terms hereofhereof or thereof) or shall be declared null and void, or Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any Collateral (other than by reason of a release of Collateral in accordance with the terms hereof or thereof) purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document, in each case for any reason other than the negligent or willful failure of Collateral Agent or any Secured Party to take any action within its control and required of it by the Credit Documentscontrol, or (iii) any Credit Party shall contest the validity or enforceability of any Credit Document, the Tax Sharing Agreement or the Management Services Agreement 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;party or shall contest the validity or perfection of any Lien in any Collateral purported to be covered by the Collateral Documents; or

Guaranties, Collateral Documents and other Credit 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 guaranteed thereby in CashObligations, 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, the Tax Sharing Agreement, the Management Services Agreement or any Collateral 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 in Cash in accordance with the terms hereof) or shall be declared null and void, or Collateral Agent shall not have or shall cease to have have, subject to the Agreed Security Principles, a valid and perfected Lien in any material portion of the Collateral (other than by reason of a release of Collateral in accordance with the terms hereof or thereof) purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document, in each case for any reason other than the negligent or willful failure of Collateral Agent or any Secured Party to take any action within its control and required of it by the Credit Documentscontrol, or (iii) any Credit Party shall contest the validity or enforceability of any Credit Document, the Tax Sharing Agreement or the Management Services Agreement 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;party or shall contest in writing the validity or perfection of any Lien in any material portion of the Collateral purported to be covered by the Collateral Documents; or

Guaranties, Collateral Documents and other Credit Documents. At any time after the execution and delivery thereof, (i) the any Guaranty for any reason, other than the satisfaction Payment in full Full of all Obligations guaranteed thereby in CashObligations, 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, the Tax Sharing Agreement, the Management Services Intercreditor Agreement or any Collateral 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 Payment in full Full of the Obligations in Cash in accordance with the terms hereof) or shall be declared null and void, or Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any Collateral (other than by reason of a release of Collateral in accordance with the terms hereof or thereof) purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document, in each case case, for any reason other than the negligent or willful failure of Collateral Agent to take any action within its control and required of it by the Credit Documentscontrol, or (iii) any Credit Party shall contest the validity or enforceability of any Credit DocumentDocument in writing or deny in writing that it has any further liability, including with respect to future advances by the Tax Sharing Agreement Lenders, under any Credit Document to which it is a party or shall contest the Management Services validity of or perfection of any Lien in any Collateral granted or purported to be granted pursuant to the Collateral Documents, or (iv) any Person (other than the Secured Parties) shall contest the validity or enforceability of the Intercreditor Agreement in writing or deny in writing that it has any further liability, including with respect to future advances by the Lenders, under any Credit Document to which it is a party;the Intercreditor Agreement; or (m)

Guaranties, Collateral Documents and other Credit 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 guaranteed thereby in CashCredit Agreement 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 Guarantor shall repudiate its obligations thereunder, (ii) this Agreement, the Tax Sharing Agreement, the Management Services Agreement or any Collateral Document ceases to be in full force and effect with respect to any material portion of the Collateral (other than by reason of a release of Collateral in accordance with the terms hereof or thereof or the satisfaction in full of the Credit Agreement Obligations in Cash in accordance with the 172 terms hereof) or shall be declared null and void, or the applicable Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any material portion of the Collateral (other than by reason of a release of Collateral in accordance with the terms hereof or thereof) purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document, in each case for any reason other than the negligent or willful failure of such Collateral Agent or any Secured Party to take any action within its control and required of it by the Credit Documentscontrol, or (iii) any Credit Party shall contest the validity or enforceability of any Credit Document, the Tax Sharing Agreement or the Management Services Agreement 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;party or shall contest the validity or perfection of any Lien in any Collateral purported to be covered by the Collateral Documents; or