Common use of Unlawfulness and invalidity Clause in Contracts

Unlawfulness and invalidity. (a) It is or becomes unlawful for an Obligor or any other member of the Group or any lender under any Shareholder Loan that is a party to the Intercreditor Agreement to perform any of its obligations under the Finance Documents or, subject to the Legal Reservations and Perfection Requirements any Transaction Security created or expressed to be created or evidenced by the Transaction Security Documents ceases to be effective or any subordination created under the Intercreditor Agreement is or becomes unlawful. (b) Any obligation or obligations of any Obligor under any Finance Documents or any other member of the Group or any lender under any Shareholder Loan that is a party thereto under the Intercreditor Agreement 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 Lenders under the Finance Documents. (c) Subject to the Legal Reservations, any Finance Document ceases to be in full force and effect or any Transaction Security or any subordination created under the Intercreditor Agreement 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.

Unlawfulness and invalidity. (a) It is or becomes unlawful for an Obligor or any other member of the Group or any lender under any Shareholder Loan that is a party to the Intercreditor Agreement Finance Documents to perform any of its obligations under the Finance Documents or, subject to and the Legal Reservations non-performance of such obligations would materially and Perfection Requirements adversely affect the interests of the Lenders thereunder or any Transaction Security created or expressed to be created or evidenced by the Transaction Security Documents ceases to be effective or any subordination created under the Intercreditor Agreement is or becomes unlawfulunlawful and the same materially and adversely affects the interests of the Lenders under the Finance Documents. (b) Any material obligation or obligations of any Obligor under any Finance Documents or any other member of the Group or any lender under any Shareholder Loan that is a party thereto under the Intercreditor Agreement are not or cease to be, subject to the Legal Reservations, be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Lenders under the Finance Documents. (c) Subject to the Legal Reservations, any Any Finance Document ceases to be in full force and effect or any Transaction Security or any subordination created under the Intercreditor Agreement ceases to be legal, valid, binding, enforceable or effective or is alleged by a party to it (other than a Finance Party) to be ineffectiveineffective (except in each case by reason of Legal Reservations) and such cessation individually or cumulatively materially and adversely affects the interests of the Lenders under the Finance Documents.

Unlawfulness and invalidity. (a) It Subject to the Legal Reservations, it is or becomes unlawful for an Obligor or any other member of the Group or any lender under any Shareholder Loan Company that is a party to the Intercreditor Agreement or the SSO Subordination Agreement to perform any of its obligations under the Finance Documents orDocuments, subject to the Legal Reservations and Perfection Requirements or any Transaction Security created or expressed to be created or evidenced by the Transaction Security Documents ceases to be effective effective, or any subordination created under the Intercreditor Agreement or the SSO Subordination Agreement is or becomes unlawful. (b) Any obligation or obligations of any Obligor under any Finance Documents or of any other member of the Group or any lender under any Shareholder Loan that is a party thereto Company under the Intercreditor Agreement or the SSO Subordination Agreement are not or cease to be, (subject to the Legal Reservations, ) or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Lenders Subscribers under the Finance Documents. (c) Subject to the Legal Reservations, any Finance Document ceases to be in full force and effect effect, or any Transaction Security or Security, any subordination created under the Intercreditor Agreement or the SSO Subordination Agreement 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.

Unlawfulness and invalidity. (a) It Subject to the Legal Reservations, it is or becomes unlawful for an Obligor or any other member of the Group or any lender under any Shareholder Loan Company that is a party to the Intercreditor Agreement or the SSO Subordination Agreement to perform any of its obligations under the Finance Documents orDocuments, subject to the Legal Reservations and Perfection Requirements or any Transaction Security created or expressed to be created or evidenced by the Transaction Security Documents ceases to be effective effective, or any subordination created under the Intercreditor Agreement or the SSO Subordination Agreement is or becomes unlawful. (b) Any obligation or obligations of any Obligor under any Finance Documents or of any other member of the Group or any lender under any Shareholder Loan that is a party thereto Company under the Intercreditor Agreement or the SSO Subordination Agreement are not or cease to be, (subject to the Legal Reservations, ) or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Lenders under the Finance Documents. (c) Subject to the Legal Reservations, any Finance Document ceases to be in full force and effect effect, or any Transaction Security or Security, any subordination created under the Intercreditor Agreement or the SSO Subordination Agreement 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.

Unlawfulness and invalidity. (a) It is or becomes unlawful for an Obligor or or, in the case of the Intercreditor Deed, any other member of the BST Group or any lender under any Shareholder Loan that is a party to the Intercreditor Agreement Deed to perform any of its material obligations under the Finance Documents or, subject to the Legal Reservations and Perfection Requirements or any Transaction Security created or expressed to be created or evidenced by the Transaction Security Documents ceases to be effective or any subordination created under the Intercreditor Agreement Deed is or becomes unlawful. (b) Any Subject to the Legal Reservations any obligation or obligations of any Obligor under any Finance Documents or any other member of the BST Group or any lender under any Shareholder Loan that is a party thereto under the Intercreditor Agreement Deed are not or cease to be, subject to the Legal Reservations, be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Lenders under the Finance Documents. (c) Subject to the Legal Reservations, any Any Finance Document ceases to be in full force and effect or any Transaction Security or any subordination created under the Intercreditor Agreement Deed ceases to be legal, valid, binding, enforceable or effective or is alleged by a party to it (other than a Finance Party) to be ineffectiveineffective and such cessation materially and adversely affects the interests of the Lenders under the Finance Documents.

Unlawfulness and invalidity. (a) It is or becomes unlawful for an any Obligor or Security Provider (or any other member of the Group or any lender under any Shareholder Loan that is a party to the Intercreditor Agreement Agreement) to perform any of its obligations under the Finance Documents or, or (subject to the Legal Reservations and Perfection Requirements Reservations) any Transaction Security created or expressed to be created or evidenced by the Transaction Security Documents ceases to be effective or any subordination created under the Intercreditor Agreement is or becomes unlawful. (b) Any obligation or obligations of any Obligor or any Security Provider under any Finance Documents (or any other member of the Group or any lender under any Shareholder Loan that is a party thereto under the Intercreditor Agreement Agreement) are not or cease to be, (subject to the Legal Reservations, ) or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Lenders under the Finance Documents. (c) Subject to the Legal Reservations, any Finance Document ceases to be in full force and effect or any Transaction Security or any subordination created under the Intercreditor Agreement 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.

Unlawfulness and invalidity. (a) It is or becomes unlawful for an Obligor or any other member of the Group or any lender under any document evidencing Shareholder Loan Funding that is a party to the Intercreditor Agreement to perform any of its obligations under the Finance Documents or, subject to the Legal Reservations and Perfection Requirements any Transaction Security created or expressed to be created or evidenced by the Transaction Security Documents ceases to be effective or any subordination created under the Intercreditor Agreement is or becomes unlawful. (b) Any obligation or obligations of any Obligor under any Finance Documents or any other member of the Group or any lender under any document evidencing Shareholder Loan Funding that is a party thereto under the Intercreditor Agreement 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 Lenders Noteholders under the Finance Documents. (c) Subject to the Legal Reservations, any Finance Document ceases to be in full force and effect or any Transaction Security or any subordination created under the Intercreditor Agreement 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.

Unlawfulness and invalidity. If: (a) It it is or becomes unlawful for an Obligor or any other member of the Group or any lender under any Shareholder On-Loan that is a party to the Intercreditor Agreement Obligor to perform any of its material obligations under the Finance Documents or, subject to the Legal Reservations and Perfection Requirements or any Transaction Security created or expressed to be created or evidenced by the Transaction Security Documents ceases to be effective or any subordination created under the Intercreditor Agreement Deed is or becomes unlawful.unlawful and (in any such case) this individually or cumulatively materially adversely affects the interests of the Finance Parties under the Finance Documents; (b) Any any material obligation or obligations of any Obligor or On-Loan Obligor under any Finance Documents or any other member of the Group or any lender under any Shareholder Loan that is a party thereto under the Intercreditor Agreement Deed are not or cease to be, (subject to the Legal Reservations, ) or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Lenders Finance Parties under the Finance Documents.; or (c) Subject to the Legal Reservations, any Finance Document ceases to be in full force and effect or any Transaction Security or any subordination created under the Intercreditor Agreement Deed 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.

Unlawfulness and invalidity. (a) It Subject to the Legal Reservations, it is or becomes unlawful for Holdco, an Obligor or any other member of the Group or any lender under any Shareholder Loan that is a party to the Intercreditor Agreement to perform any of its material obligations under the Finance Documents or, subject to the Legal Reservations and Perfection Requirements or any Transaction Security created or expressed to be created or evidenced by the Transaction Security Documents ceases to be effective or any subordination created under the Intercreditor Agreement is or becomes unlawfuleffective. (b) Any obligation or obligations of Holdco, any Obligor under any Finance Documents or any other member of the Group or any lender under any Shareholder Loan that is a party thereto under the Intercreditor Agreement are not or cease to be, (subject to the Legal Reservations, Reservations and the Perfection Requirements) or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Lenders under the Finance DocumentsDocuments taken as a whole. (c) Subject to the Legal Reservations, any Finance Document ceases to be in full force and effect or any Transaction Security or any Any subordination created under the Intercreditor Agreement ceases to be legal, valid, binding, enforceable or effective or is alleged by a party to it (other than a Finance PartyParty or a Hedge Counterparty) to be unlawful or ineffective, and in each case the cessation or alleged ineffectiveness individually or cumulatively materially and adversely affects the interests of the Finance Parties under the Finance Documents taken as a whole.

Unlawfulness and invalidity. (a) It is or becomes unlawful for the Parent, an Obligor or any other member of the Group or any lender under any Shareholder Loan that is a party to the Intercreditor Subordination Agreement to perform any of its obligations under the Finance Documents or, subject to the Legal Reservations and Perfection Requirements or any Transaction Security created or expressed to be created or evidenced by the Transaction Security Documents ceases to be effective or any subordination created under the Intercreditor Subordination Agreement is or becomes unlawful. (b) Any obligation or obligations of the Parent or any Obligor under any Finance Documents or the Parent, any other Obligor or any member of the Group or any lender under any Shareholder Loan that is a party thereto under the Intercreditor Subordination Agreement are not or cease to be, (subject to the Legal Reservations) or cease to be (or are alleged by, as the case may be, the Parent, such Obligor or such member of the Group to not be) legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Lenders under the Finance Documents. (c) Subject to the Legal Reservations, any Any Finance Document ceases to be in full force and effect or any Transaction Security or any subordination created under the Intercreditor Subordination Agreement 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.

Unlawfulness and invalidity. (a) It is or becomes unlawful for an Obligor the Borrower, the Parent Guarantor or any other member of the Group or any lender under any Shareholder Loan a Material Company that is a party to the Intercreditor Agreement to perform any of its obligations under the Finance Documents or, subject to the Legal Reservations and Perfection Requirements or any Transaction Security created or expressed to be created or evidenced by the Transaction Security Documents ceases to be effective and this, individually or cumulatively, could reasonably be expected to materially adversely affect the interests of the Lenders or any subordination created under the Intercreditor Agreement is or becomes unlawful. (b) Any obligation or obligations of any Obligor the Borrower, the Parent Guarantor or a Material Company under any Finance Documents or any other member of the Restricted Group or any lender under any Shareholder Loan that is a party thereto under the Intercreditor Agreement are not or cease to be, (subject to the Legal Reservations, ) or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Lenders under the Finance Documents. (c) Subject to the Legal Reservations, any Any Finance Document ceases to be in full force and effect or any Transaction Security or any subordination created under the Intercreditor Agreement 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.

Unlawfulness and invalidity. (a) It is or becomes unlawful for an Obligor or any other member of the Group or any lender under any document evidencing Shareholder Loan Funding that is a party to the Intercreditor Agreement to perform any of its obligations under the Finance Documents or, subject to the Legal Reservations and Perfection Requirements any Transaction Security created or expressed to be created or evidenced by the Transaction Security Documents ceases to be effective or any subordination created under the Intercreditor Agreement is or becomes unlawful. (b) Any obligation or obligations of any Obligor under any Finance Documents or any other member of the Group or any lender under any document evidencing Shareholder Loan Funding that is a party thereto under the Intercreditor Agreement 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 Lenders Noteholders under the Finance Documents.. |EU-DOCS\34803319.2|| (c) Subject to the Legal Reservations, any Finance Document ceases to be in full force and effect or any Transaction Security or any subordination created under the Intercreditor Agreement 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.