Common use of Invalidity of Liens Clause in Contracts

Invalidity of Liens. any security interest and Lien purported to be created by any Security Document shall cease to be in full force and effect with respect to any material portion of Collateral (other than in accordance with the terms hereof and thereof), or shall cease to give the Administrative Agent, for the benefit of the Secured Creditors, the Liens, rights, powers and privileges purported to be created and granted under such Security Documents (including a perfected first priority security interest in and Lien on, the Collateral thereunder (except as otherwise expressly provided in such Security Document)) or shall be asserted by any Credit Party not to be, a valid, perfected, first priority (except as otherwise expressly provided in this Agreement or such Security Document) security interest in or Lien on a material portion of the Collateral covered thereby; except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent to (i) maintain possession of certificates actually delivered to it representing securities pledged under the Security Documents, or (ii) file Uniform Commercial Code continuation statements or other equivalent filings;

Invalidity of Liens. any security interest and Lien purported to be created by any Security Document shall cease to be in full force and effect with respect to any material portion of Collateral (other than in accordance with the terms hereof and thereof), ) in a material portion of Collateral covered thereby or shall cease to give the Administrative Agent, for the benefit of the Secured Creditors, the Liens, rights, powers and privileges purported to be created and granted under such Security Documents (including a perfected first priority security interest in and Lien on, all of the Collateral thereunder (except as otherwise expressly provided in such Security Document)) or shall be asserted by any Credit Party not to be, a valid, perfected, first priority (except as otherwise expressly provided in this Agreement or such Security Document) security interest in or Lien on a material portion of the any Collateral covered thereby; , except (i) to the extent that any such loss of perfection or priority is not required pursuant to this Agreement or such Security Document, or results from the failure of the Administrative Agent to (i) maintain possession of certificates possessory collateral actually delivered to it representing securities pledged under the Security Documentsor to file UCC continuation statements, or (ii) file Uniform Commercial Code continuation statements as to Collateral consisting of real property, to the extent that such losses are covered by a lender’s title insurance policy and such insurers have not denied or other equivalent filingsfailed to acknowledge coverage;

Invalidity of Liens. any security interest and Lien purported to be created by any Security Document shall cease to be in full force and effect with respect to any material portion of Collateral (other than in accordance with the terms hereof and thereof), ) in a material portion of Collateral covered thereby or shall cease to give the Administrative Agent, for the benefit of the Secured Creditors, the Liens, rights, powers and privileges purported to be created and granted under such Security Documents (including a perfected first priority security interest in and Lien on, all of the Collateral thereunder (except as otherwise expressly provided in such Security Document)) or shall be asserted by any Credit Party not to be, a valid, perfected, first priority (except as otherwise expressly provided in this Agreement or such Security Document) security interest in or Lien on a material portion of the any Collateral covered thereby; , except (i) to the extent that any such loss of perfection or priority is not required pursuant to this Agreement or such Security Document, or results from the failure of the Administrative Agent to (i) maintain possession of certificates possessory collateral actually delivered to it representing securities pledged under the Security Documentsor to file UCC continuation statements, or (ii) file Uniform Commercial Code continuation statements as to Collateral consisting of real property, to the extent that such losses are covered by a lender’s title insurance policy and such insurers have not denied or other equivalent filings;failed to acknowledge coverage; 116

Invalidity of Liens. any security interest and Lien in any Material Subsidiary purported to be created by any Security Document with respect to Collateral having a fair market value in excess of $7.5 million shall cease to be in full force and effect with respect to any material portion of Collateral (other than in accordance with the terms hereof and thereof), or shall cease to give the Administrative Agent, for the benefit of the Secured Creditors, the Liens, rights, powers and privileges purported to be created and granted under such Security Documents (including a perfected first priority security interest in and Lien on, all of the Collateral thereunder (except as otherwise expressly provided in such Security Document)) or shall be asserted by any Credit Party not to be, a valid, perfected, first priority (except as otherwise expressly provided in this Agreement or such Security Document) perfected security interest in or Lien on a material portion of the any Collateral covered thereby; except provided that if the invalidity of or failure to the extent that perfect any such loss of perfection or priority results from Lien is due to the failure of the Administrative Agent to perform its duties in accordance with this Agreement, such invalidity or failure to perfect shall not constitute an Event of Default pursuant to this clause (ig) maintain possession of certificates actually delivered Section 8.01 so long as the Credit Parties take such actions as are reasonably requested by the Administrative Agent to it representing securities pledged under effect the Security Documents, or (ii) file Uniform Commercial Code continuation statements or other equivalent filingscreation and perfection of a replacement Lien;