Common use of Intercreditor and Subordination Clause in Contracts

Intercreditor and Subordination. (i) Any of the subordination, standstill, payover and insolvency related provisions of any of the Subordinated Debt to which it is a party (the “Subordination Provisions”) governing Subordinated Debt above the Threshold Amount shall terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the applicable Subordinated Debt (ii) any of the intercreditor, subordination, standstill, payover and insolvency related provisions of the A&R Intercreditor Agreement (“Intercreditor Provisions”) shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the applicable Indebtedness or (iii) Parent, the Borrower or any other Loan Party shall, directly or indirectly, disavow or contest in any manner (A) the effectiveness, validity or enforceability of any of the Subordination Provisions or Intercreditor Provisions, (B) that the Subordination Provisions or Intercreditor Provisions, as the case may be, exist for the benefit of the Agent and the Secured Parties or (C) that all payments of principal of or premium and interest on the applicable Subordinated Debt, any Intermediation Facility, as the case may be, or realized from the liquidation of any property of any Loan Party and/or the exercise of rights or remedies with respect to the Collateral, shall be subject to any of the Subordination Provisions or Intercreditor Provisions, as the case may be.

Intercreditor and Subordination. (i) Any of the subordination, standstill, payover and insolvency related provisions of any of the Subordinated Debt to which it is a party (the “Subordination Provisions”) governing Subordinated Debt above the Threshold Amount shall terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the applicable Subordinated Debt (ii) any of the intercreditor, subordination, standstill, payover and insolvency related provisions of the A&R any Intercreditor Agreement (“Intercreditor Provisions”) shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the applicable Indebtedness or (iii) Parent, the Borrower or any other Loan Party shall, directly or indirectly, disavow or contest in any manner (A) the effectiveness, validity or enforceability of any of the Subordination Provisions or Intercreditor Provisions, (B) that the Subordination Provisions or Intercreditor Provisions, as the case may be, exist for the benefit of the Agent and the Secured Parties or (C) that all payments of principal of or premium and interest on the applicable Subordinated Debt, any Intermediation Facility, as the case may be, or realized from the liquidation of any property of any Loan Party and/or the exercise of rights or remedies with respect to the Collateral, shall be subject to any of the Subordination Provisions or Intercreditor Provisions, as the case may be.

Intercreditor and Subordination. (i) Any of the subordination, standstill, payover and insolvency related provisions of any of the Subordinated Debt to which it is a party (the “Subordination Provisions”) governing Subordinated Debt above the Threshold Amount shall terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the applicable Subordinated Debt (ii) any of the intercreditor, subordination, standstill, payover and insolvency related provisions of the A&R Intercreditor Agreement (“Intercreditor Provisions”) shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the applicable Indebtedness or (iii) Parent, the Borrower or any other Loan Party shall, directly or indirectly, disavow or contest in any manner (A) the effectiveness, validity or enforceability of any of the Subordination Provisions or Intercreditor Provisions, (B) that the Subordination Provisions or Intercreditor Provisions, as the case may be, exist for the benefit of the Agent and the Secured Parties or (C) that all payments of principal of or premium and interest on the applicable Subordinated Debt, any Intermediation Facility, as the case may be, or realized from the liquidation of any property of any Loan Party and/or the exercise of rights or remedies with respect to the Collateral, shall be subject to any of the Subordination Provisions or Intercreditor Provisions, as the case may be.

Intercreditor and Subordination. (i) Any of the subordination, standstill, payover and insolvency related provisions of any of the Subordinated Debt to which it is a party (the “Subordination Provisions”) governing Subordinated Debt above the Threshold Amount shall terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the applicable Subordinated Debt (ii) any of the intercreditor, subordination, standstill, payover and insolvency related provisions of the A&R A&Rany Intercreditor Agreement (“Intercreditor Provisions”) shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the applicable Indebtedness or (iii) Parent, the Borrower or any other Loan Party shall, directly or indirectly, disavow or contest in any manner (A) the effectiveness, validity or enforceability of any of the Subordination Provisions or Intercreditor Provisions, (B) that the Subordination Provisions or Intercreditor Provisions, as the case may be, exist for the benefit of the Agent and the Secured Parties or (C) that all payments of principal of or premium and interest on the applicable Subordinated Debt, any Intermediation Facility, as the case may be, or realized from the liquidation of any property of any Loan Party and/or the exercise of rights or remedies with respect to the Collateral, shall be subject to any of the Subordination Provisions or Intercreditor Provisions, as the case may be.