Common use of Validity of Transaction Documents Clause in Contracts

Validity of Transaction Documents. (i) This Loan Agreement or any other Transaction Document shall (except in accordance with its terms), in whole or in part, cease to be the legally valid, binding and enforceable obligation of the Borrower, the Assignor, the Predecessor Parent Pledgor, a Parent Pledgor, Imperial, the Initial Servicer, the Guarantor, the Servicer, the Initial Portfolio Manager or the Portfolio Manager or cease to be in full force and effect, (ii) the Borrower, the Assignor, the Predecessor Parent Pledgor, a Parent Pledgor, Imperial, the Initial Servicer, the Guarantor, the Servicer, the Initial Portfolio Manager or the Portfolio Manager shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability of such document, (iii) any other party (other than any of the Lenders, the Administrative Agent or any other Affected Party) shall directly or indirectly contest such effectiveness, validity, binding nature or enforceability of such document, (iv) this Loan Agreement together with the Account Control Agreement shall cease to create a valid Lien in favor of the Administrative Agent in the Collateral, or the Lien of the Administrative Agent in the Collateral shall cease to be a valid and enforceable first priority perfected Lien, free and clear of any Adverse Claim or (v) the Borrower Interest Pledge Agreement shall cease to create a valid Lien in favor of the Administrative Agent in Pledged Interests, or the Lien of the Administrative Agent in the Pledged Interests shall cease to be a valid and enforceable first priority perfected Lien, free and clear of any Adverse Claim.

Validity of Transaction Documents. (i) This Loan Agreement or any other Transaction Document shall (except in accordance with its terms), in whole or in part, cease to be the legally valid, binding and enforceable obligation of the Borrower, the Assignor, the Predecessor Parent PledgorParent, a Parent PledgorSeller, Imperial, the Initial Servicer, the Guarantor, the Servicer, the Initial Portfolio Manager or the Portfolio Manager Administrator or cease to be in full force and effect, (ii) the Borrower, the Assignor, the Predecessor Parent PledgorParent, a Parent PledgorSeller, Imperial, the Initial Servicer, the Guarantor, the Servicer, the Initial Portfolio Manager Guarantor or the Portfolio Manager Administrator shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability of such document, (iii) any other party (other than any of the Lenders, the Administrative Agent or any other Affected Party) shall directly or indirectly contest such effectiveness, validity, binding nature or enforceability of such document, (iv) this Loan Agreement together with the Account Control Agreement shall cease to create a valid Lien in favor of the Administrative Agent in the Collateral, or the Lien of the Administrative Agent in the Collateral shall cease to be a valid and enforceable first priority perfected Lien, free and clear of any Adverse Claim or (v) the Borrower Interest Pledge Agreement shall cease to create a valid Lien in favor of the Administrative Agent in Pledged Interests, or the Lien of the Administrative Agent in the Pledged Interests shall cease to be a valid and enforceable first priority perfected Lien, free and clear of any Adverse Claim.

Validity of Transaction Documents. (i) This Loan Agreement or any other Transaction Document shall (except in accordance with its terms), in whole or in part, cease to be the legally valid, binding and enforceable obligation of the Borrower, the Assignor, the Predecessor Parent Pledgor, a Parent Pledgor, Imperial, the Initial Servicer, the Guarantor, the Servicer, the Initial Portfolio Manager Servicer or the Portfolio Manager or cease to be in full force and effect, (ii) the Borrower, the Assignor, the Predecessor Parent Pledgor, a Parent Pledgor, Imperial, the Initial Servicer, the Guarantor, the Servicer, the Initial Portfolio Manager Servicer or the Portfolio Manager shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability of such document, (iii) any other party (other than any of the Lenders, the Administrative Agent or any other Affected Party) shall directly or indirectly contest in good faith such effectiveness, validity, binding nature or enforceability of such document, (iv) this Loan Agreement together with the Account Control Agreement shall cease to create a valid Lien in favor of the Administrative Agent in the Collateral, or the Lien of the Administrative Agent in the Collateral shall cease to be a valid and enforceable first priority perfected Lien, free and clear of any Adverse Claim or (v) the Borrower Interest Pledge Agreement shall cease to create a valid Lien in favor of the Administrative Agent in Pledged Interests, or the Lien of the Administrative Agent in the Pledged Interests shall cease to be a valid and enforceable first priority perfected Lien, free and clear of any Adverse Claim.