Common use of Failure of Agreements Clause in Contracts

Failure of Agreements. Any provision of this Agreement or of any other Loan Document shall for any reason cease to be valid and binding on the Borrower or Subsidiary party thereto or any such Person shall deny in writing that it has any further liability under this Agreement or any other Loan Documents to which it is party, or this Agreement or any other Loan Document shall for any reason cease to create a valid and perfected first priority Lien on (except with respect to Liens permitted under Section 12.2), or security interest in, any of the collateral purported to be covered thereby, in each case other than in accordance with the express terms hereof or thereof.

Failure of Agreements. Any provision of this Agreement or of any other Loan Document with respect to any material (in the reasonable judgement thereof) rights and remedies of the Administrative Agent and Lenders hereunder or thereunder shall for any reason cease to be valid and binding on the Borrower or Subsidiary any of its Designated Subsidiaries party thereto or any such Person shall deny so state in writing that it has any further liability under this Agreement or any other Loan Documents to which it is partywriting, or this Agreement or any other Loan Security Document shall for any reason cease to create a valid and perfected first priority Lien on (except with respect to Liens permitted under Section 12.2)on, or security interest in, any of the collateral purported to be covered thereby, in each case other than in accordance with the express terms hereof or thereof.

Failure of Agreements. Any provision of this Agreement or of any other --------------------- Loan Document with respect to any material (in the reasonable judgement thereof) rights and remedies of the Administrative Agent and Lenders hereunder or thereunder shall for any reason cease to be valid and binding on the Borrower or Subsidiary any of its Designated Subsidiaries party thereto or any such Person shall deny so state in writing that it has any further liability under this Agreement or any other Loan Documents to which it is partywriting, or this Agreement or any other Loan Security Document shall for any reason cease to create a valid and perfected first priority Lien on (except with respect to Liens permitted under Section 12.2)on, or security interest in, any of the collateral purported to be covered thereby, in each case other than in accordance with the express terms hereof or thereof.

Failure of Agreements. (i) Any material provision of this Agreement or any provision of any other Loan Document shall for any reason cease to be valid and binding on the Borrower or Subsidiary party any other Credit Party thereto or any such Person shall deny so state in writing that it has any further liability under this Agreement or any other Loan Documents to which it is partywriting, or this Agreement or (ii) any other Loan Document that purports to create Lien shall for any reason cease to create a valid and perfected first priority Lien on (except with respect to Liens permitted under Section 12.2)on, or security interest in, any of the collateral Collateral (subject to Permitted Liens) purported to be covered therebythereby unless due to the failure by the Administrative Agent to perfect or maintain its perfection of its Lien on such Collateral, in each case with respect to this clause (l), other than in accordance with the express terms hereof or thereof.

Failure of Agreements. Any provision of this Agreement or any provision of any other Loan Document shall for any reason cease to be valid and binding on the any Borrower Party or any Subsidiary thereof party thereto or any such Person shall deny so state in writing that it has (including tendering any further liability under this notice of termination delivered pursuant to the terms of any guaranty of any Credit Agreement Obligation), or any other Loan Documents to which it is party, or this Agreement or any other Loan Document shall for any reason cease to create a valid and perfected first priority Lien on (except with respect subject to Liens permitted under Section 12.2)Permitted Liens) on, or security interest in, any of the collateral Collateral purported to be covered thereby, in each case other than in accordance with the express terms hereof or thereof.

Failure of Agreements. Any provision of this Agreement or of any other Loan Document with respect to any material (in the reasonable judgement thereof) rights and remedies of the Administrative Agent and Lenders hereunder or thereunder shall for any reason cease to be valid and binding on the Borrower or Subsidiary any of its Subsidiaries party thereto or any such Person shall deny so state in writing that it has any further liability under this Agreement or any other Loan Documents to which it is partywriting, or this Agreement or any other Loan Security Document shall for any reason cease to create a valid and perfected first priority Lien on (except with respect to Liens permitted under Section 12.2)on, or security interest in, any of the collateral purported to be covered thereby, in each case other than in accordance with the express terms hereof or thereof.

Failure of Agreements. Any provision of this Agreement or of any other Loan Document shall for any reason cease to be valid and binding on the Borrower or Subsidiary party thereto or any such Person shall deny so state in writing that it has any further liability under this Agreement or any other Loan Documents to which it is partywriting, or this Agreement or any other Loan Document shall for any reason (except as a result of the gross negligence or willful misconduct of the Administrative Agent or any Lender) cease to create a valid and perfected first priority Lien on (except with respect to Liens permitted under Section 12.2)on, or security interest in, any of the collateral purported to be covered thereby, except for Liens permitted by this Agreement, in each case other than in accordance with the express terms hereof or thereof.