Invalidity of Subordination Provisions, etc. Any subordination provision in any document or instrument governing Subordinated Debt, or any subordination provision in any guaranty by any Subsidiary of any Subordinated Debt, shall cease to be in full force and effect, or any Loan Party or any other Person (including the holder of any applicable Subordinated Debt) shall contest in any manner the validity, binding nature or enforceability of any such provision.
Invalidity of Subordination Provisions, etc. Any subordination provision in any document or instrument governing any Subordinated Debt (including, without limitation, the Second Lien Intercreditor Agreement, the AgileThought Seller Subordination Agreement, the Master Intercompany Note or any other Subordination Agreement), or any subordination provision in any guaranty by any Loan Party of any Subordinated Debt, shall cease to be in full force and effect, or any Loan Party shall contest in any manner the validity, binding nature or enforceability of any such provision.
Invalidity of Subordination Provisions, etc. Any subordination provision in the Intercompany Subordination Agreement shall cease to be in full force and effect, or any Loan Party shall contest in any manner the validity, binding nature or enforceability of any such provision; or
Invalidity of Subordination Provisions, etc. Any payment is made to Manager (or any other Person) and such payment is prohibited by the terms of the Subordination of Management Agreement, or any other Person (including the Manager) shall contest in any manner the validity, binding nature or enforceability of any such provision of the Subordination of Management Agreement.
Invalidity of Subordination Provisions, etc. (a)(i) Any subordination provision in any document or instrument governing Subordinated Debt aggregating $5,000,000 or more shall cease to be in full force and effect, or (ii) the Company or any other Person (including the holder of any applicable Subordinated Debt) shall contest in writing the validity, binding nature or enforceability of any such provision or (b) any purchase contract relating to the Feline Prides shall cease to be in full force and effect (except, in the case of such purchase contract, if satisfied in accordance with its terms).
Invalidity of Subordination Provisions, etc. (i) Any subordination provision in any document or instrument governing Subordinated Debt aggregating $5,000,000 or more, or any subordination provision in any guaranty by any Subsidiary of any Subordinated Debt aggregating $5,000,000 or more, shall cease to be in full force and effect, or (ii) any Affiliated Party or any other Person (including the holder of any applicable Subordinated Debt) shall contest in any manner the validity, binding nature or enforceability of any such provision.
Invalidity of Subordination Provisions, etc. Any provision of the Intercreditor Agreement or any subordination provision in any document or instrument governing Subordinated Debt, or any subordination provision in any guaranty by the Borrower of any Subordinated Debt, shall, in any such case, cease to be in full force and effect, or the Borrower or any other Person (including the holder of any applicable Subordinated Debt or any governmental authority having jurisdiction over any of them, the Administrative Agent and/or the Lenders) shall contest in any judicial or administrative proceeding the validity, binding nature or enforceability of any such provision or agreement.
Invalidity of Subordination Provisions, etc. Any subordination provision in any document or instrument governing Subordinated Debt, or any subordination provision in any subordination agreement that relates to any Subordinated Debt, or any subordination provision in any guaranty by any Loan Party of any Subordinated Debt, shall cease to be in full force and effect, or any Loan Party or any other Person (including the holder of any applicable Subordinated Debt) shall contest in any manner the validity, binding nature or enforceability of any such provision. 3193012v9/28370-0031 Change of Control. A Change of Control shall occur.
Invalidity of Subordination Provisions, etc. 59 12.1.12 Change of Control 60 12.1.13 Material Adverse Effect 60 12.2 Effect of Event of Default 60 SECTION 13 THE AGENT 61 13.1 Appointment and Authorization 61 13.2 Delegation of Duties 61 13.3 Liability of Agent 61 13.4 Reliance by Agent 62 13.5 Notice of Default 62 13.6 Credit Decision 62 13.7 Indemnification 63 13.8 Agent in Individual Capacity 64 13.9 Successor Agent 64 13.10 Collateral Matters 64 SECTION 14 GENERAL 64 14.1 Waiver; Amendments 64 14.2 Confirmations 65 14.3 Notices 65 14.4 Computations 65 14.5 Regulation U 66 14.6 Costs, Expenses and Taxes 66 14.7 Subsidiary References 66 14.8 Captions 66 14.9 Assignments; Participations 66 14.9.1 Assignments 66 14.9.2 Participations 68 14.10 Governing Law 68 14.11 Counterparts 69 14.12 Successors and Assigns 69 14.13 Indemnification by the Company 69 14.14 Nonliability of Lenders 69 14.15 Forum Selection and Consent to Jurisdiction 70 14.16 Waiver of Jury Trial 70 SCHEDULES Pricing Schedule SCHEDULE 2.1 Banks and Pro Rata Shares SCHEDULE 3.1 Term Loan Installments SCHEDULE 9.4 Financial Statements and Projections SCHEDULE 9.6 Litigation and Contingent Liabilities SCHEDULE 9.8 Subsidiaries SCHEDULE 9.15 Environmental Matters SCHEDULE 9.17 Insurance SCHEDULE 9.18 Real Property SCHEDULE 9.22 Labor Matters SCHEDULE 9.24 Purchase Agreement SCHEDULE 10.6 ERP Upgrade SCHEDULE 10.7 Existing Debt SCHEDULE 10.8 Existing Liens SCHEDULE 10.21 Investments SCHEDULE 11.1 Debt to be Repaid SCHEDULE 12.1.12 Key Executives SCHEDULE 14.3 Addresses for Notices EXHIBITS EXHIBIT A Form of Note (Section 3.1) EXHIBIT B Form of Compliance Certificate (Section 10.1.3) EXHIBIT C Form of Guaranty (Section 1.1) EXHIBIT D Form of Security Agreement (Section 1.1) EXHIBIT E Form of Pledge Agreement (Section 1.1) EXHIBIT F Form of Purchase Agreement Assignment (Section 11.1.8) EXHIBIT G Form of Borrowing Base Certificate (Section 1.1) EXHIBIT H [Intentionally Omitted] EXHIBIT I Form of Opinion of Counsel to the Companies (Section 11.1.10) EXHIBIT J Form of Solvency Certificate (Section 11.1.14) EXHIBIT K Form of Subordination and Intercreditor Agreement CREDIT AGREEMENT THIS CREDIT AGREEMENT dated as of November 30, 1998 (this "Agreement") is entered into among COMPUDYNE CORPORATION, a Nevada corporation ("Compudyne"), the SUBSIDIARY BORROWERS (as hereinafter defined) (Compudyne and each Subsidiary Borrower are sometimes referred to herein, collectively, as the "Company" or the "Companies"), the financial institutions that are or m...
Invalidity of Subordination Provisions, etc. 78 13.1.11 Change of Control. 79 13.1.12 Material Adverse Effect. 79 13.2 Effect of Event of Default. 79 13.3 Equity Cure. 82 SECTION 14 GENERAL. 79 14.1 Waiver; Amendments. 79 14.2 Confirmations. 79 14.3 Notices. 79 14.4 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. 80 14.5 Costs and Expenses. 80 14.6 GOVERNING LAW. 81 14.7 Confidentiality. 81 14.8 Severability. 82 14.9 Nature of Remedies. 82 14.10 Entire Agreement. 82 14.11 Counterparts. 82 14.12 Successors and Assigns. 82 14.13 Assignments; Participations. 82 14.13.1 Assignments. 82 14.13.2 Participations. 83 Exhibit 10.1 14.14 Captions. 84 14.15 Customer Identification - USA Patriot Act Notice. 84 14.16 INDEMNIFICATION BY LOAN PARTIES. 84 14.17 Nonliability of Lender. 84
