Common use of Invalidity of Liens Clause in Contracts

Invalidity of Liens. subject to the Legal Reservations and the Non-U.S. Perfection Requirements (i) any security interest or Lien purported to be created by any Security Document shall cease to be in full force and effect (other than (A) in accordance with the terms hereof and thereof or (B) in connection with the satisfaction in full of the Obligations in accordance with the terms hereof), or shall cease to give the Administrative Agent, for the benefit of the applicable Secured Creditors, the Liens, rights, powers and privileges in any Collateral having a fair market value, individually or in the aggregate, in excess of $10,000,000, 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)) other than to the extent resulting from (x) an action by the Administrative Agent directly resulting in the execution or filing of an erroneous UCC financing statement amendment, termination or assignment or any other equivalent document in any jurisdiction of organization of any Credit Party or any jurisdiction whose laws govern the provisions of security interests in assets of such Credit Party or (y) the failure of the Administrative Agent to maintain possession of any collateral delivered to the Administrative Agent pursuant to and as required by the Loan Documents, or (ii) the U.S. Borrower or any of its Subsidiaries shall assert that any security interest or Lien purported to be created by any Security Document is invalid (other than in accordance with the terms hereof and thereof); or

Invalidity of Liens. subject to the Legal Reservations and the Non-U.S. Perfection Requirements (i) any security interest or Lien purported to be created by any Security Document shall cease to be in full force and effect (other than (A) in accordance with the terms hereof and thereof or (B) in connection with the satisfaction in full of the Obligations in accordance with the terms hereof), or shall cease to give the Administrative Agent, for the benefit of the applicable Secured Creditors, the Liens, rights, powers and privileges in any Collateral having a fair market value, individually or in the aggregate, in excess of $10,000,000, 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)) other than to the extent resulting from (x) an action by the Administrative Agent directly resulting in the execution or filing of an erroneous UCC financing statement amendment, termination or assignment or any other equivalent document in any jurisdiction of organization of any Credit Party or any jurisdiction whose laws govern the provisions of security interests in assets of such Credit Party or (y) the failure of the Administrative Agent to maintain possession of any collateral delivered to the Administrative Agent pursuant to and as required by the Loan Documents, or (ii) the U.S. Borrower Parent Guarantor or any of its Subsidiaries shall assert that any security interest or Lien purported to be created by any Security Document is invalid (other than in accordance with the terms hereof and thereof); or

Invalidity of Liens. subject to the Legal Reservations and the Non-U.S. Perfection Requirements (i) any security interest or Lien purported to be created by any Security Document shall cease to be in full force and effect (other than (A) in accordance with the terms hereof and thereof or (B) in connection with the satisfaction in full of the Obligations in accordance with the terms hereof), or shall cease to give the Administrative Agent, for the benefit of the applicable Secured Creditors, the Liens, rights, powers and privileges in any Collateral having a fair market value, individually or in the aggregate, in excess of $10,000,000, 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)) other than to the extent resulting from (x) an action by the Administrative Agent directly resulting in the execution or filing of an erroneous UCC financing statement amendment, termination or assignment or any other equivalent document in any #4848-6974-4858 jurisdiction of organization of any Credit Party or any jurisdiction whose laws govern the provisions of security interests in assets of such Credit Party or (y) the failure of the Administrative Agent to maintain possession of any collateral delivered to the Administrative Agent pursuant to and as required by the Loan Documents, or (ii) the U.S. Borrower Parent Guarantor or any of its Subsidiaries shall assert that any security interest or Lien purported to be created by any Security Document is invalid (other than in accordance with the terms hereof and thereof); or