Invalidity and Unlawfulness. (a) Any provision of any Finance Document is or becomes invalid or unenforceable (subject, in each case, to the reservations) for any reason or shall be repudiated or the validity or enforceability of any provision of any Finance Document shall at any time be contested by any party thereto (other than a Finance Party) in circumstances or to an extent which the Majority Lenders reasonably consider to be materially prejudicial to the interests of any Finance Party under the Finance Documents.
(b) At any time it is or becomes unlawful for the Company to perform any of its obligations under any of the Finance Documents in circumstances or to an extent which the Majority Lenders reasonably consider to be materially prejudicial to the interests of any Finance Party under the Finance Documents.
(c) At any time any act, condition or thing required to be done, fulfilled or performed in order (i) to enable the Company lawfully to enter into, exercise its rights under or perform the obligations expressed to be assumed by it under any of the Finance Documents to which it is party, (ii) to ensure that the obligations expressed to be assumed by the Company under any Finance Document to which it is party are legal, valid and binding (subject, in each case, to the reservations) (iii) to make each Finance Document admissible in evidence in the English or other relevant courts and (iv) to create the security constituted by the Security Documents to which the Company is party, is not done, fulfilled or performed within any applicable prescribed time periods and the Majority Lenders reasonably consider such failure is materially prejudicial to the interests of any Finance Party under the Finance Documents.
Invalidity and Unlawfulness. (i) Any provision of any Senior Finance Document is or becomes invalid or (subject to reservations) unenforceable for any reason or shall be repudiated or the validity or enforceability of any provision of any Senior Finance Document shall at any time be contested by any party thereto (other than a Senior Finance Party).
(ii) At any time it is or becomes unlawful for any Obligor to perform any of its obligations under any of the Senior Finance Documents in circumstances or to an extent which the Majority Banks consider to be materially prejudicial to the interests of any Senior Finance Party under the Senior Finance Documents.
(iii) At any time any act, condition or thing required to be done, fulfilled or performed in order (A) to enable any Obligor lawfully to enter into, exercise its rights under or perform the obligations expressed to be assumed by it under any of the Senior Finance Documents to which it is party, (B) to ensure that the obligations expressed to be assumed by any Obligor under any Senior Finance Document to which it is party are legal, valid and binding, (C) to make each Senior Finance Document admissible in evidence in the English courts and (D) to create the security constituted by the Security Documents to which any Obligor is party, is not done, fulfilled or performed.
Invalidity and Unlawfulness. (a) It is or becomes unlawful for an Obligor to perform any of its material obligations under any of the Finance Documents.
(b) Any obligation or obligations of any Obligor or another party (other than a Finance Party) under any Finance Document are not or cease to be (subject to the Legal Reservations) legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Finance Parties under the Finance Documents.
Invalidity and Unlawfulness. (i) Any provision of any Senior Finance Document is or becomes invalid or unenforceable for any reason or is repudiated or the validity or enforceability of any provision of any Senior Finance Document is contested by any person (other than a Finance Party) or any party to any Senior Finance Document other than a Finance Party denies the existence of any liability or obligation on its part under any Senior Finance Document.
(ii) It is or becomes unlawful under any applicable jurisdiction for any Obligor to perform any of its obligations under any Senior Finance Document in circumstances or to an extent which could reasonably be expected to have a Material Adverse Effect.
(iii) Any act, condition or thing required to be done, fulfilled or performed in order to:
(A) enable any Obligor lawfully to enter into, exercise its rights under and perform the obligations expressed to be assumed by it under any Senior Finance Document to which it is party;
(B) ensure that the obligations expressed to be assumed by any Obligor under any Senior Finance Document to which it is party are legal, valid and binding;
(C) make each Senior Finance Document admissible in evidence in the courts of England; and
(D) create the security constituted by the Security Documents to which any Obligor is party, is not done, fulfilled or performed.
Invalidity and Unlawfulness. (i) Any provision of any Senior Finance Document or any material provision of any other Transaction Document is or becomes invalid or unenforceable for any reason (other than by reason of the Reservations) or shall be repudiated or the validity or enforceability of any provision of any Transaction Document shall at any time be contested by any Obligor or any Security Document fails to provide effective perfected security in favour of the Security Agent and the Finance Parties over the assets purported to be secured by such Security Document in a manner, and to an extent, reasonably considered by the Majority Lenders to be materially adverse to their interests.
(ii) At any time it is or becomes unlawful under any applicable jurisdiction for any Obligor to perform any of its obligations under any of the Senior Finance Documents in circumstances, or to an extent, which could reasonably be expected to have a Material Adverse Effect or a significant adverse effect on the value of any material asset over which security has been granted under the Security Documents.
Invalidity and Unlawfulness. (a) Any provision of any Senior Finance Document is repudiated or the validity or enforceability of any provision of any Senior Finance Document shall at any time be contested by any Obligor in circumstances or to an extent which the Majority Lenders (acting reasonably) consider to be materially prejudicial to the interests of any Senior Finance Party under the Senior Finance Documents.
(b) At any time it is or becomes unlawful for any Obligor or any other member of the Group to perform any of its obligations under any of the Senior Finance Documents in circumstances or to an extent which the Majority Lenders reasonably consider to be materially prejudicial to the interests of any Senior Finance Party under the Senior Finance Documents.
Invalidity and Unlawfulness. (a) Subject to the Legal Reservations and the Perfection Requirements at any time it is or becomes unlawful for any Obligor to perform any of its material obligations under any of the Finance Documents or any Security created or expressed to be created by the Security Documents ceases to be effective.
(b) Any obligation or obligations of any Obligor under any Finance Document is or are not or cease or ceases to be (subject to the Legal Reservations and the Perfection Requirements) legal, valid, binding or enforceable and the cessation individually or cumulatively materially adversely affects the interests of the Finance Parties under the Finance Documents.
(c) Subject to the Legal Reservations and Perfection Requirements, any Finance Document ceases to be in full force and effect or any Security ceases to be legal, valid, binding, enforceable or effective or is alleged by a party to it (other than a Finance Party) to be ineffective.
Invalidity and Unlawfulness. (i) Any material provision of any Finance Document is or becomes invalid or unenforceable for any reason or is repudiated or the validity or enforceability of any material provision of any Finance Document is contested by any Obligor or any Obligor denies the existence of any liability or obligation on its part under any Finance Document.
(ii) It is or becomes unlawful under any applicable jurisdiction for any Obligor to perform any of its material obligations under any Finance Document.
(iii) Any Security Document or any guarantee in or any subordination under any Finance Document is not in full force and effect or any Security Document does not create in favour if the Security Agent for the benefit of the Finance Parties, the Security which it is expressed to create fully perfected and with the ranking and priority it is expressed to have in a manner and to an extent reasonably considered by the Majority Lenders to be materially adverse to the interests of the Lenders under the Finance Documents.
Invalidity and Unlawfulness. (a) Any provision of any Transaction Document is or becomes invalid or (subject to the Legal Reservations) unenforceable for any reason or shall be repudiated or the validity or enforceability of any provision of any Transaction Document shall at any time be contested by the Borrower and this, individually or cumulatively, could reasonably be expected to materially adversely affect the interests of the Lender under the Transaction Documents.
(b) At any time it is or becomes unlawful for the Borrower to perform any of its obligations under any of the Transaction Documents or any subordination under the Intercreditor Agreement is or becomes unlawful, and this individually or cumulatively could reasonably be expected to materially adversely affect the interests of the Lender under the Transaction Documents.
(c) Any obligation or obligations of the Borrower under any Transaction Document is or are not or cease or ceases to be (subject to the Legal Reservations) legal, valid, binding or enforceable and the cessation individually or cumulatively could reasonably be expected to materially adversely affect the interests of the Lender under the Transaction Documents.
Invalidity and Unlawfulness. (i) Any provision of any Mezzanine Finance Document is or becomes invalid or unenforceable for any reason or is repudiated or the validity or enforceability of any provision of any Mezzanine Finance Document is contested by any person (other than a Mezzanine Finance Party) or any party to any Mezzanine Finance Document other than a Mezzanine Finance Party denies the existence of any liability or obligation on its part under any Mezzanine Finance Document.
(ii) It is or becomes unlawful under any applicable jurisdiction for any Obligor to perform any of its obligations under any Mezzanine Finance Document in circumstances or to an extent which could reasonably be expected to have a Material Adverse Effect.
(iii) Any act, condition or thing required to be done, fulfilled or performed in order to:
(A) enable any Obligor lawfully to enter into, exercise its rights under and perform the obligations expressed to be assumed by it under any Mezzanine Finance Document to which it is party;
(B) ensure that the obligations expressed to be assumed by any Obligor under any Mezzanine Finance Document to which it is party are legal, valid and binding;
(C) make each Mezzanine Finance Document admissible in evidence in the courts of England; and
(D) create the security constituted by the Security Documents to which any Obligor is party, is not done, fulfilled or performed.
