Casualty, Etc. Neither the business nor the properties of any Loan Party or any Restricted Subsidiary are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that could be reasonably likely to have a Material Adverse Effect.

If, prior to the Closing, the Improvements on any of the Properties are destroyed or damaged by fire, other casualty or any act or occurrence (“Casualty”), Sellers shall notify Purchaser thereof promptly after Sellers become aware thereof.

Casualty Events. In the event that any Borrower or any of its Subsidiaries receives Net Cash Proceeds in respect of any Casualty Event, then, substantially simultaneously with (and in any event not later than the third Business Day next following) the receipt of such Net Cash Proceeds, the Borrower shall prepay the Loans in an aggregate principal amount equal to 100% of such Net Cash Proceeds and the Revolving Commitments shall be permanently reduced by the amount of such prepayment.

Section # Casualty, Etc 66

Perfection, Etc. Except as permitted under the Collateral Documents, all filings and other actions necessary to perfect and protect the security interest in the Collateral created under the Collateral Documents have been duly made or taken and are in full force and effect, and the Collateral Documents create in favor of the Collateral Agent for the benefit of the Secured Parties a valid and, together with such filings and other actions, perfected first priority security interest in the Collateral (subject to Liens permitted under the Loan Documents), securing the payment of the Obligations, and all filings and other actions necessary to perfect and protect such security interest have been duly taken. The Loan Parties are the legal and beneficial owners of the Collateral free and clear of any Lien, except for the liens and security interests created or permitted under the Loan Documents.

Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Loan Party therefrom, shall be effective unless in writing signed by the Required ​ and ESI or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

Liens, Etc. Create or suffer to exist, or permit any of its Principal Domestic Subsidiaries to create or suffer to exist, any Lien on any Restricted Property, whether now owned or hereafter acquired, without making effective provision (and the [[Organization A:Organization]] covenants and agrees that it will make or cause to be made effective provision) whereby the Advances shall be directly secured by such Lien equally and ratably with (or prior to) all other indebtedness secured by such Lien as long as such other indebtedness shall be so secured; provided, however, that there shall be excluded from the foregoing restrictions:

Mergers, Etc. Merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or permit any of its Significant Subsidiaries to do so, except that # any Subsidiary of the [[Organization A:Organization]] may merge or consolidate with or into, or transfer assets to, any other Subsidiary of the [[Organization A:Organization]], # any Subsidiary of the [[Organization A:Organization]] may merge or consolidate with or into or transfer assets to the [[Organization A:Organization]], # the [[Organization A:Organization]] may merge with or transfer assets to, and any Subsidiary of the [[Organization A:Organization]] may merge or consolidate with or into or transfer assets to, any other Person, provided that # in each case, immediately after giving effect to such proposed transaction, no Default would exist, # in the case of any such merger to which the [[Organization A:Organization]] is a party, the [[Organization A:Organization]] is the surviving corporation and # in the case of any such merger or consolidation of a Borrowing Subsidiary of the [[Organization A:Organization]] with or into any other Person, the [[Organization A:Organization]] shall remain the guarantor of such Subsidiary’s obligations hereunder, and # the [[Organization A:Organization]] may liquidate or dissolve any Subsidiary if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and not materially disadvantageous to the [[Organization C:Organization]].

Notices, Etc. The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telecopy or electronic mail of any prepayment hereunder # in the case of prepayment of a SOFR Borrowing, not later than 12:00 noon, New York City time, three U.S. Government Securities Business Days before the date of prepayment, # in the case of prepayment of a Eurocurrency Borrowing, not later than 12:00 noon, New York City time, four Business Days before the date of prepayment, # in the case of prepayment of an ABR Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment or # in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments of a Class as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08. Promptly following receipt of any such notice relating to a Syndicated Borrowing, the Administrative Agent shall advise the affected [[Consenting Lenders:Organization]] of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of a Borrowing of the same Type as provided in [Section 2.02], except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Syndicated Borrowing of a Class shall be applied ratably to the Loans of such Class included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.12 and shall be made in the manner specified in [Section 2.09(b)].

Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness, except # the prepayment of the Credit Extensions in accordance with the terms of this Agreement and # refinancings and refundings of such Indebtedness in compliance with Section 7.02(g).