Common use of Invalidity of Loan Documents Clause in Contracts

Invalidity of Loan Documents. Any material provision of this Agreement, or any other Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder, and other than as a result of a transaction permitted by Section 7.04 or 7.05 or solely as a result of acts or omissions by the Administrative Agent or any Lender or the satisfaction in full of all the Obligations, ceases to be in full force and effect, or any Security Document shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected Lien on the Collateral purported to be covered thereby (to the extent required hereby or thereby), or any Loan Party or any Subsidiary thereof contests in writing in any manner the validity or enforceability of any material provision of any Loan Document, or any Loan Party or any Restricted Subsidiary thereof denies in writing that it has any or further liability or obligation under any provision of any Loan Document (other than as a result of repayment in full of the Obligations and termination of the Aggregate Commitments), or purports in writing to revoke, terminate (other than in connection with payment in full) or rescind any provision of any Loan Document; or

Invalidity of Loan Documents. Any material provision of this Agreement, or any other Loan Security Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder, and other than thereunder (including as a result of a transaction permitted by Section 7.04 or 7.05 7.05) or solely as a result of acts or omissions by the Administrative Agent or any Lender or the satisfaction in full of all the Obligations, ceases to be in full force and effect, or any Security Document shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected first priority Lien on the Collateral purported to be covered thereby (to the extent required hereby or thereby), or any Loan Party or any Subsidiary thereof contests in writing in any manner the validity or enforceability of any material provision of any Loan Document, or any Loan Party or any Restricted Subsidiary thereof denies in writing that it has any or further liability or obligation under any provision of any Loan Document (other than as a result of repayment in full of the Obligations and termination of the Aggregate Commitments), or purports in writing to revoke, terminate (other than in connection with payment in full) or rescind any provision of any Loan Document; or

Invalidity of Loan Documents. (i) Any material provision of this Agreement, or any other Loan Document, at any time after its execution and delivery and for any reason reason, other than as expressly permitted hereunder or thereunder, and other than thereunder (including as a result of a transaction permitted by under Section 7.04 or 7.05 7.05) or solely as a result of acts or omissions by the Administrative any Agent or any Lender or the satisfaction Payment in full Full of all the Obligations, ceases to be in full force and effect, or effect in any Security Document shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected Lien on the Collateral purported to be covered thereby (to the extent required hereby or thereby)material respect, or any Loan Party or any Subsidiary thereof contests in writing in any manner the validity or enforceability of any material provision of any Loan Document, ; or any Loan Party or any Restricted Subsidiary thereof denies in writing that it has any or further liability or obligation under any provision of any Loan Document (other than as a result of repayment Payment in full Full of the Obligations and termination of the Aggregate CommitmentsObligations), or purports in writing to revoke, terminate (other than in connection with payment in full) or rescind any provision of any Loan Document; or (ii) any Lien purported to be created under any Security Document shall cease to be, or shall be asserted in writing by any Loan Party not to be, a valid and perfected Lien on any material portion of the Collateral, with the priority required by (but subject to the limitations set forth in) the applicable Security Document and this Agreement except (i) as a result of the sale, release or other disposition of the applicable Collateral in a Disposition permitted by Section 7.05 or other transaction permitted under the Loan Documents, or (ii) relating to an immaterial amount of Collateral not constituting ABL Priority Collateral, or (iii) as a result of the failure of the Agent, through its acts or omissions and through no fault of the Loan Parties, to maintain the perfection of its Liens in accordance with applicable Requirement of Law; or

Invalidity of Loan Documents. Any material provision of this Agreement, or any other Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder, and other than thereunder (including as a result of a transaction permitted by under Section 7.04 or 7.05 7.05) or solely as a result of acts or omissions by the Administrative Agent or any Lender which does not arise from a breach by a Loan Party of its obligations under the Loan Documents or the satisfaction in full of all the Obligations, ceases to be in full force and effect, or any Security Document shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected Lien on the Collateral purported to be covered thereby (to the extent required hereby or thereby), ; or any Loan Party or any Subsidiary thereof contests in writing in any manner the validity or enforceability of any material provision of any Loan Document, Document or the validity or priority of a Lien as required by the Collateral Documents on a material portion of the Collateral; or any Loan Party or any Restricted Subsidiary thereof denies in writing that it has any or further liability or obligation under any provision of any Loan Document (other than as a result of repayment in full of the Obligations and termination of the Aggregate Commitments), or purports in writing to revoke, terminate (other than in connection with payment in full) revoke or rescind any provision of any Loan Document; provided that none of the foregoing shall apply to any Guarantor which is not a Material Subsidiary; or

Invalidity of Loan Documents. (i) Any material provision of this Agreement, or any other Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder, and other than as a result of a transaction permitted by Section 7.04 thereunder or 7.05 or solely as a result of acts or omissions by the Administrative Agent or any Lender or the satisfaction in full of all the Obligations, ceases to be in full force and effect, or any Security Document shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected Lien on the Collateral purported to be covered thereby (to the extent required hereby or thereby), ; or any Loan Party or any Subsidiary thereof other Person contests in writing in any manner the validity or enforceability of any material provision of any Loan Document, ; or any Loan Party or any Restricted Subsidiary thereof denies in writing that it has any or further liability or obligation under any provision of any Loan Document (other than as a result of repayment in full of the Obligations and termination of the Aggregate Commitments), or purports in writing to revoke, terminate (other than in connection with payment in full) or rescind any material provision of any Loan Document; or (ii) any Collateral Document, after delivery thereof pursuant to Section 4.01 or 6.12 or the Collateral and Guarantee Requirement or otherwise, shall for any reason (other than (A) pursuant to the terms thereof, (B) as a result of the Disposition of the applicable Collateral to a Person that is not a Loan Party in a transaction permitted under the Loan Documents, or (C) as a result of the Administrative Agent’s failure to maintain possession of any stock certificates, promissory notes or other instruments delivered to it under the Collateral Documents) cease to create a valid and perfected first priority Lien (subject to Permitted Liens) on any material portion of the Collateral purported to be covered thereby; or

Invalidity of Loan Documents. (i) Any material provision of this Agreement, or any other Loan Document, at any time after its execution and delivery and for any reason reason, other than as expressly permitted hereunder or thereunder, and other than thereunder (including as a result of a transaction permitted by under Section 7.04 or 7.05 7.05) or solely as a result of acts or omissions by the Administrative any Agent or any Lender or the satisfaction Payment in full Full of all the Obligations, ceases to be in full force and effect, or effect in any Security Document shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected Lien on the Collateral purported to be covered thereby (to the extent required hereby or thereby)material respect, or any Loan Party or any Subsidiary thereof contests in writing in any manner the validity or enforceability of any material provision of any Loan Document, ; or any Loan Party or any Restricted Subsidiary thereof denies in writing that it has any or further liability or obligation under any provision of any Loan Document (other than as a result of repayment Payment in full Full of the Obligations and termination of the Aggregate CommitmentsObligations), or purports in writing to revoke, terminate (other than in connection with payment in full) or rescind any provision of any Loan Document; or (ii) any Lien purported to be created under any Security Document shall cease to be, or shall be asserted in writing by any Loan Party not to be, a valid and perfected Lien on any material portion of the Collateral, with the priority required by (but subject to the limitations set forth in) the applicable Security Document and this Agreement except (i) as a result of the sale, release or other disposition of the applicable Collateral in a Disposition permitted by Section 7.05 or other transaction permitted under the Loan Documents, or (ii) relating to an immaterial amount of Collateral, or (iii) as a result of the failure of the Agent, through its acts or omissions and through no fault of the Loan Parties, to maintain the perfection of its Liens in accordance with applicable Requirement of Law; or

Invalidity of Loan Documents. (i) Any material provision of this Agreement, or any other Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder, and other than thereunder (including as a result of a transaction permitted by under Section 7.04 or 7.05 7.05) or solely as a result of acts or omissions by the Administrative Agent or any Lender or the satisfaction in full of all the Obligations, ceases to be in full force and effect, or any Security Document shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected Lien on the Collateral purported to be covered thereby (to the extent required hereby or thereby), ; or any Loan Party or any Subsidiary thereof contests in writing in any manner the validity or enforceability of any material provision of any Loan Document, ; or any Loan Party or any Restricted Subsidiary thereof denies in writing that it has any or further liability or obligation under any provision of any Loan Document (other than as a result of repayment in full of the Obligations and termination of the Aggregate Commitments)Document, or purports in writing to revoke, terminate (other than in connection with payment in full) or rescind any provision of any Loan Document or seeks to avoid, limit or otherwise adversely affect any Lien purported to be created under any Security Document; or (ii) any Lien purported to be created under any Security Document shall cease to be, or shall be asserted by any Loan Party or any Subsidiary not to be, a valid and perfected Lien on any Collateral (other than an immaterial portion of the Collateral), with the priority required by the applicable Security Document other than pursuant to the terms hereof or thereof (including as a result of a transaction permitted under Section 7.04 or 7.05) except to the extent resulting from the failure of the Administrative Agent or the Collateral Agent to file UCC continuation statements or to maintain “control” (as such term is defined in the UCC), as applicable; or

Invalidity of Loan Documents. Any material provision of this Agreement, or any other Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder, and other than thereunder (including as a result of a transaction permitted by under Section 7.04 or 7.05 7.05) or solely as a result of acts or omissions by the Administrative Agent or any Lender which does not arise from a breach by a Loan Party of its obligations under the Loan Documents or the satisfaction in full of all the Obligations, ceases to be in full force and effect, or any Security Document shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected Lien on the Collateral purported to be covered thereby (to the extent required hereby or thereby), ; or any Loan Party or any Subsidiary thereof contests in writing in any manner the validity or enforceability of any material provision of any Loan Document, Document or the validity or priority of a Lien as required by the Collateral Documents on a material portion of the Collateral; or any Loan Party or any Restricted Subsidiary thereof denies in writing that it has any or further liability or obligation under any provision of any Loan Document (other than as a result of repayment in full of the Obligations and termination of the Aggregate Total Revolving Credit Commitments), or purports in writing to revoke, terminate (other than in connection with payment in full) revoke or rescind any provision of any Loan Document; provided that none of the foregoing shall apply to any Guarantor which is not a Material Subsidiary; or

Invalidity of Loan Documents. Any material provision of this Agreement, or any other Loan Security Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder, and other than thereunder (including as a result of a transaction permitted by Section 7.04 or 7.05 or solely as a result of acts or omissions by the Administrative Agent or any Lender 7.05) or the satisfaction in full of all the Obligations, ceases to be in full force and effect, or any Security Document shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected first priority Lien on the Collateral purported to be covered thereby (to the extent required hereby or thereby), or any Loan Party or any Subsidiary thereof contests in writing in any manner the validity or enforceability of any material provision of any Loan Document, or any Loan Party or any Restricted Subsidiary thereof denies in writing that it has any or further liability or obligation under any provision of any Loan Document (other than as a result of repayment in full of the Obligations and termination of the Aggregate Commitments), or purports in writing to revoke, terminate (other than in connection with payment in full) or rescind any provision of any Loan Document; or

Invalidity of Loan Documents. (i) Any material provision of this Agreement, or any other Loan Document, at any time after its execution and delivery and for any reason (other than as expressly permitted hereunder or thereunder, and other than as a result of a transaction permitted by Section 7.04 thereunder or 7.05 or solely as a result of acts or omissions by the Administrative Agent or any Lender or the satisfaction in full of all the Obligations), ceases to be in full force and effect, or any Security Document shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected Lien on the Collateral purported to be covered thereby (to the extent required hereby or thereby), ; or any Loan Party or any Restricted Subsidiary thereof contests in writing in any manner the validity or enforceability of any material provision of any Loan Document, ; or any Loan Party or any Restricted Subsidiary thereof denies in writing that it has any or further liability or obligation under any material provision of any Loan Document (other than as a result of repayment in full of the Obligations and termination of the Aggregate Commitments)Document, or purports in writing to revoke, terminate (other than in connection with payment in full) or rescind any provision of any Loan Document or seeks to avoid, limit or otherwise adversely affect any Lien purported to be created under any Security Document; or (ii) any Lien purported to be created under any Security Document shall cease to be, or shall be asserted in writing by any Loan Party or any Restricted Subsidiary thereof not to be, a valid and perfected Lien on any material portion of the Collateral (to the extent required by the Security Documents and this Agreement) perfected Lien on any Collateral (other than an immaterial portion of the Collateral), with the priority required by the applicable Security Document (subject to Permitted Encumbrances); or

Invalidity of Loan Documents. Any material provision of this Agreement, or any other Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder, and other than as a result of a transaction permitted by Section 7.04 or 7.05 or solely as a result of acts or omissions by the Administrative Agent or any Lender or the satisfaction in full of all the Obligations, ceases to be in full force and effect, or any Security Document shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected Lien on the Collateral purported to be covered thereby (to the extent required hereby or thereby), or any Loan Party or any Subsidiary thereof contests in writing in any manner the validity or enforceability of any material provision of any Loan Document, or any Loan Party or any Restricted Subsidiary thereof denies in writing that it has any or further liability or obligation under any provision of any Loan Document (other than as a result of repayment in full of the Obligations and termination of the Aggregate Commitments), or purports in writing to revoke, terminate (other than in connection with payment in full) or rescind any provision of any Loan Document; or Change of Control. There occurs any Change of Control; or

Invalidity of Loan Documents. (i) Any material provision of this Agreement, or any other Loan Document, at any time after its execution and delivery and for any reason reason, other than as expressly permitted hereunder or thereunder, and other than thereunder (including as a result of a transaction permitted by under Section 7.04 or 7.05 7.05) or solely as a result of acts or omissions by the Administrative any Agent or any Lender or the satisfaction Payment in full Full of all the Obligations, ceases to be in full force and effect, or effect in any Security Document shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected Lien on the Collateral purported to be covered thereby (to the extent required hereby or thereby)material respect, or any Loan Party or any Subsidiary thereof contests in writing in any manner the validity or enforceability of any material provision of any Loan Document, ; or any Loan Party or any Restricted Subsidiary thereof denies in writing that it has any or further liability or obligation under any provision of any Loan Document (other than as a result of repayment Payment in full Full of the Obligations and termination of the Aggregate CommitmentsObligations), or purports in writing to revoke, terminate (other than in connection with payment in full) or rescind any provision of any Loan Document; or (ii) any Lien purported to be created under any Security Document shall cease to be, or shall be asserted in writing by any Loan Party not to be, a valid and perfected Lien on any material portion of the Collateral, with the priority required by (but subject to the limitations set forth in) the applicable Security Document and this Agreement, except (i) as a result of the sale, release or other disposition of the applicable Collateral in a Disposition permitted by Section 7.05 or other transaction permitted under the Loan Documents, or (ii) relating to an immaterial amount of Collateral not constituting Term Priority Collateral, or (iii) as a result of the failure of the Agent, through its acts or omissions and through no fault of the Loan Parties, to maintain the perfection of its Liens in accordance with applicable Requirement of Law; or

Invalidity of Loan Documents. (i) Any material provision of this Agreement, or any other Loan Document, at any time after its execution and delivery and for any reason reason, other than as expressly permitted hereunder or thereunder, and other than thereunder (including as a result of a transaction permitted by under Section 7.04 or 7.05 7.05) or solely as a result of acts or omissions by the Administrative any Agent or any Lender or the satisfaction Payment in full Full of all the Obligations, ceases to be in full force and effect, or effect in any Security Document shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected Lien on the Collateral purported to be covered thereby (to the extent required hereby or thereby)material respect, or any Loan Party or any Subsidiary thereof contests in writing in any manner the validity or enforceability of any material provision of any Loan Document, ; or any Loan Party or any Restricted Subsidiary thereof denies in writing that it has any or further liability or obligation under any provision of any Loan Document (other than as a result of repayment Payment in full Full of the Obligations and termination of the Aggregate CommitmentsObligations), or purports in writing to revoke, terminate (other than in connection with payment in full) or rescind any provision of any Loan Document; or (ii) any Lien purported to be created under any Security Document shall cease to be, or shall be asserted in writing by any Loan Party not to be, a valid and perfected Lien on any material portion of the Collateral, with the priority required by (but subject to the limitations set forth in) the applicable Security Document and this Agreement except (i) as a result of the sale, release or other disposition of the applicable Collateral in a Disposition permitted by Section 7.05 or other transaction permitted under the Loan Documents, or (ii) relating to an immaterial amount of Collateral not constituting Collateral, or (iii) as a result of the failure of the Agent, through its acts or omissions and through no fault of the Loan Parties, to maintain the perfection of its Liens in accordance with applicable Requirement of Law; or

Invalidity of Loan Documents. (i) Any material provision of this Agreement, or any other Loan Document, at any time after its execution and delivery and for any reason reason, other than as expressly permitted hereunder or thereunder, and other than thereunder (including as a result of a transaction permitted by under Section 7.04 or 7.05 7.05) or solely as a result of acts or omissions by the Administrative any Agent or any Lender or the satisfaction Payment in full Full of all the Obligations, ceases to be in full force and effect, or effect in any Security Document shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected Lien on the Collateral purported to be covered thereby (to the extent required hereby or thereby)material respect, or any Loan Party or any Subsidiary thereof contests in writing in any manner the validity or enforceability of any material provision of any Loan Document, ; or any Loan Party or any Restricted Subsidiary thereof denies in writing that it has any or further liability or obligation under any provision of any Loan Document (other than as a result of repayment Payment in full Full of the Obligations and termination of the Aggregate CommitmentsObligations), or purports in writing to revoke, terminate (other than in connection with payment in full) or rescind any provision of any Loan Document; or (ii) any Lien purported to be created under any Security Document shall cease to be, or shall be asserted in writing by any Loan Party not to be, a valid and perfected Lien on any material portion of the Collateral, with the priority required by (but subject to the limitations set forth in) the applicable Security Document and this Agreement except (i) as a result of the sale, release or other disposition of the applicable Collateral in a Disposition permitted by Section 7.05 or other transaction permitted under the Loan Documents, or (ii) relating to an immaterial amount of Collateral not constituting Borrowing Base Assets, or (iii) as a result of the failure of the Agent, through its acts or omissions and through no fault of the Loan Parties, to maintain the perfection of its Liens in accordance with applicable Requirement of Law; or

Invalidity of Loan Documents. (i) Any material provision of this Agreement, or any other Loan Document, at any time after its execution and delivery and for any reason (other than (A) as expressly permitted hereunder or thereunder, and other than (B) as a result of a transaction permitted by Section 7.04 the gross negligence or 7.05 or solely as a result willful misconduct of acts or omissions by the Administrative Agent or any Agent, any Lender or the satisfaction any other their respective Affiliates or (C) payment in full of all the ObligationsObligations (other than contingent indemnity obligations for which no claim has been made), ceases to be in full force and effect, or any Security Document shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected Lien on the Collateral purported to be covered thereby (to the extent required hereby or thereby), ; or any Loan Party or any Subsidiary thereof other Person contests in writing in any manner the validity or enforceability of any material provision of any Loan Document, ; or any Loan Party or any Restricted Subsidiary thereof denies in writing that it has any or further liability or obligation under any provision of any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document or seeks to avoid, limit or otherwise adversely affect any Lien purported to be created under any Collateral Document; or (ii) any Lien purported to be created under any Collateral Document shall cease to be, or shall be asserted by any Loan Party or any other Person not to be, a valid and perfected Lien on a material portion of the Collateral, with the priority required by the applicable Collateral Document (other than as a result of repayment in full the gross negligence or willful misconduct of the Obligations and termination of the Aggregate CommitmentsAdministrative Agent), or purports in writing to revoke, terminate (other than in connection with payment in full) or rescind any provision of any Loan Document; or

Invalidity of Loan Documents. (i) Any material provision of this Agreement, or any other Loan Document, at any time after its execution and delivery and for any reason reason, other than as expressly permitted hereunder or thereunder, and other than thereunder (including as a result of a transaction permitted by under Section 7.04 or 7.05 7.05) or solely as a result of acts or omissions by the Administrative any Agent or any Lender or the satisfaction Payment in full Full of all the Obligations, ceases to be in full force and effect, or effect in any Security Document shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected Lien on the Collateral purported to be covered thereby (to the extent required hereby or thereby)material respect, or any Loan Party or any Subsidiary thereof contests in writing in any manner the validity or enforceability of any material provision of any Loan Document, ; or any Loan Party or any Restricted Subsidiary thereof denies in writing that it has any or further liability or obligation under any provision of any Loan Document (other than as a result of repayment Payment in full Full DB1/ 120677560.3 of the Obligations and termination of the Aggregate CommitmentsObligations), or purports in writing to revoke, terminate (other than in connection with payment in full) or rescind any provision of any Loan Document; or (ii) any Lien purported to be created under any Security Document shall cease to be, or shall be asserted in writing by any Loan Party not to be, a valid and perfected Lien on any material portion of the Collateral, with the priority required by (but subject to the limitations set forth in) the applicable Security Document and this Agreement except (i) as a result of the sale, release or other disposition of the applicable Collateral in a Disposition permitted by Section 7.05 or other transaction permitted under the Loan Documents, or (ii) relating to an immaterial amount of Collateral not constituting ABL Priority Collateral, or (iii) as a result of the failure of the Agent, through its acts or omissions and through no fault of the Loan Parties, to maintain the perfection of its Liens in accordance with applicable Requirement of Law; or