Subordination Provisions. (i) The subordination provisions of the documents evidencing or governing any subordinated Indebtedness in aggregate principal amount in excess of $30,00,000 (the “Subordinated 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 subordinated Indebtedness; or (ii) 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, (B) that the Subordination Provisions exist for the benefit of the Administrative Agent, the Lenders and the L/C Issuer or (C) that all payments of principal of or premium and interest on the applicable subordinated Indebtedness, or realized from the liquidation of any property of any Loan Party, shall be subject to any of the Subordination Provisions.
Appears in 5 contracts
Samples: Credit Agreement (SWIFT TRANSPORTATION Co), Credit Agreement (SWIFT TRANSPORTATION Co), Credit Agreement (SWIFT TRANSPORTATION Co)
Subordination Provisions. (i) The Intercreditor Agreement or any subordination provisions in respect of the documents evidencing or governing any subordinated Subordinated Indebtedness in aggregate principal amount in excess of $30,00,000 (the “Subordinated Subordination 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 Second Lien Indebtedness or applicable subordinated Subordinated Indebtedness; or (ii) 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, (B) that the Subordination Provisions exist for the benefit of the Administrative Agent, the Lenders and the L/C Issuer Lender Group or (C) that all payments of principal of or premium and interest on the Second Lien Indebtedness or applicable subordinated Subordinated Indebtedness, or realized from the liquidation of any property of any Loan Party, shall be subject to any of the Subordination Provisions.
Appears in 3 contracts
Samples: Credit Agreement (Nuverra Environmental Solutions, Inc.), First Lien Credit Agreement (Nuverra Environmental Solutions, Inc.), Credit Agreement (Nuverra Environmental Solutions, Inc.)
Subordination Provisions. (ia) The subordination provisions of the documents evidencing or governing any Indebtedness or other obligations subordinated Indebtedness in aggregate principal amount in excess of $30,00,000 to the Obligations (the “Subordinated Subordination 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 subordinated IndebtednessIndebtedness or obligations; or (iib) the Borrower any Borrower, any Guarantor or any other Loan Party shall, directly or indirectly, Person party to the Subordination Provisions shall disavow or contest in any manner (Ai) the effectiveness, validity or enforceability of any of the Subordination Provisions, (Bii) that the Subordination Provisions exist for the benefit of the Administrative AgentSecured Parties, the Lenders and the L/C Issuer or (Ciii) that all payments of principal of or premium and interest on the applicable subordinated IndebtednessIndebtedness or obligations, or realized from the liquidation of any property of any Loan PartyBorrower or Guarantor, shall be subject to any of the Subordination Provisions.; or
Appears in 2 contracts
Samples: Revolving Credit and Security Agreement (Build a Bear Workshop Inc), Revolving Credit and Security Agreement (Build-a-Bear Workshop Inc)
Subordination Provisions. (i) The subordination provisions of the documents evidencing or governing any subordinated Indebtedness in aggregate principal amount in excess of $30,00,000 70,000,000 (the “Subordinated 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 subordinated Indebtedness; or (ii) 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, (B) that the Subordination Provisions exist for the benefit of the Administrative Agent, the Lenders and the L/C Issuer or (C) that all 105 payments of principal of or premium and interest on the applicable subordinated Indebtedness, or realized from the liquidation of any property of any Loan Party, shall be subject to any of the Subordination Provisions.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (SWIFT TRANSPORTATION Co)
Subordination Provisions. (i) The subordination provisions of the documents evidencing or governing any subordinated Indebtedness in aggregate principal amount in excess of $30,00,000 70,000,000 (the “Subordinated 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 subordinated Indebtedness; or (ii) 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, (B) that the Subordination Provisions exist for the benefit of the Administrative Agent, the Lenders and the L/C Issuer or (C) that all payments of principal of or premium and interest on the applicable subordinated Indebtedness, or realized from the liquidation of any property of any Loan Party, shall be subject to any of the Subordination Provisions.
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