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Collateral Documents. Any Collateral Document after delivery thereof pursuant to [[Section 4.01, 6.13 or 6.16]6]6]]6] 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; except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent to # maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents, # file initial Uniform Commercial Code financing statements or continuation statements or other equivalent filings or # take any other action reasonably directed by the Company to create and maintain the validity, perfection or priority of the Lien thereof (and the Company shall pay all costs and expenses incurred in connection with any such action); or # Subordination. (i) The subordination provisions of the documents evidencing or governing any subordinated Indebtedness (the “Subordination Provisions”) shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the applicable subordinated Indebtedness; or # the Company or any other Loan Party shall, directly or indirectly, disavow or contest in any manner # the effectiveness, validity or enforceability of any of the Subordination Provisions, # that the Subordination Provisions exist for the benefit of the Administrative Agent, the Lenders and the L/C Issuer or # that all payments of principal of or premium and interest on the applicable subordinated Indebtedness, or realized from the liquidation of any property of any Loan Party, shall be subject to any of the Subordination Provisions.

Collateral Documents. Any Collateral Document after delivery thereof pursuant to [[Section[Sections 4.01, 6.1311]1], ‎6.13, ‎6.16 or 6.16]6]6]]6]the Security Agreement shall for any reason (other than pursuant to the terms thereof)thereof including as a result of a transaction not prohibited under this Agreement) cease to create a valid and perfected firstLien, with the priority Lienrequired by the Collateral Documents and the Intercreditor Agreements on and security interest in any material portion of the Collateral purported to be covered thereby;thereby, subject to Liens permitted under ‎[Section 7.01], # except to the extent that any such loss of perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or any loss thereof results from the failure of the Administrative Agent or the Collateral Agent to # maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents, #Documents or to file initial Uniform Commercial Code financing statements or continuation statements or other equivalent filings orand # take any other action reasonably directedexcept as to Collateral consisting of Real Property to the extent that such losses are covered by the Company to createa lender’s title insurance policy and maintain the validity, perfectionsuch insurer has not denied coverage; or priority of the Lien thereof (and the Company shall pay all costs and expenses incurred in connection with any such action); or # Subordination. (i) The subordination provisions of the documents evidencing or governing any subordinated Indebtedness (the “Subordination Provisions”) shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the applicable subordinated Indebtedness; or # the Company or any other Loan Party shall, directly or indirectly, disavow or contest in any manner # the effectiveness, validity or enforceability of any of the Subordination Provisions, # that the Subordination Provisions exist for the benefit of the Administrative Agent, the Lenders and the L/C Issuer or # that all payments of principal of or premium and interest on the applicable subordinated Indebtedness, or realized from the liquidation of any property of any Loan Party, shall be subject to any of the Subordination Provisions.

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to [[Section[Section 4.01, 6.11, 6.13 or 6.16]6]6]]6]14]4]4]4] shall for any reason (other than pursuant to the terms thereof)thereof including as a result of a transaction not prohibited under this Agreement) cease to create a valid and perfected firstLien, with the priority Lienrequired by the Collateral Documents and the Intercreditor Agreements, on and security interest in any material portion of the Collateral purported to be covered thereby;thereby, subject to Liens permitted under [Section 7.01], except # to the extent that any such loss of perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or any loss thereof results from the failure of the Administrative Agent or the Collateral Agent to # maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents, #Documents or to file initial Uniform Commercial Code financing statements or continuation statements or other equivalent filingsstatements, # as to Collateral consisting of Real Property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage, or # take any other action reasonably directed byCollateral Document, or any Lien purported to be granted under any Collateral Document on Collateral, ceases to be fully enforceable for a period of ten (10) days if, individually or in the Company to create and maintainaggregate, the validity, perfection or priorityresult of such cessation is not in excess of the Lien thereof (and the Company shall pay all costs and expenses incurred in connection with any such action);Threshold Amount or # Subordination. (i) The subordination provisionsany of the documents evidencing or governingEquity Interests of the Borrower shall for any subordinated Indebtedness (the “Subordination Provisions”) shall, in whole or in part, terminate,reason cease to be effectivepledged pursuant to the Collateral Documents; or cease to be legally valid, binding and enforceable against any holder of the applicable subordinated Indebtedness; or # the Company or any other Loan Party shall, directly or indirectly, disavow or contest in any manner # the effectiveness, validity or enforceability of any of the Subordination Provisions, # that the Subordination Provisions exist for the benefit of the Administrative Agent, the Lenders and the L/C Issuer or # that all payments of principal of or premium and interest on the applicable subordinated Indebtedness, or realized from the liquidation of any property of any Loan Party, shall be subject to any of the Subordination Provisions.

Collateral Documents. Any Collateral Document after delivery thereof pursuant to [Section 4.01, 6.13 or 6.16]6] shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected first priority Lien (except in the case of Permitted Liens, to the extent any such Permitted Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable Requirement of Law) on the Collateral purported to be covered thereby; except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent to # maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents, # file initial Uniform Commercial Code financing statements or continuation statements or other equivalent filings or # take any other action reasonably directed by the Company to create and maintain the validity, perfection or priority of the Lien thereof (and the Company shall pay all costs and expenses incurred in connection with any such action); or # Subordination. (i) The subordination provisions of the documents evidencing or governing any subordinated Indebtedness (the “Subordination Provisions”) shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the applicable subordinated Indebtedness; or # the Company or any other Loan Party shall, directly or indirectly, disavow or contest in any manner # the effectiveness, validity or enforceability of any of the Subordination Provisions, # that the Subordination Provisions exist for the benefit of the Administrative Agent, the Lenders and the L/C Issuer or # that all payments of principal of or premium and interest on the applicable subordinated Indebtedness, or realized from the liquidation of any property of any Loan Party, shall be subject to any of the Subordination Provisions.

Collateral Documents. Any Collateral Document after delivery thereof pursuant to [[Section 4.01, 6.131 or 6.16]6]6]8.12]2]]6] shall for any reason (other than pursuant to the terms thereof) 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; except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent to # maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents, # file initial Uniform Commercial Code financing statements or continuation statements or other equivalent filings or # take any other action reasonably directed by the Company to create and maintain the validity, perfection or priority of the Lien thereof (and the Company shall pay all costs and expenses incurred in connection with any such action); or # Subordination. (i) The subordination provisions of the documents evidencing or governing any subordinated Indebtedness (the “Subordination Provisions”) shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the applicable subordinated Indebtedness; or # the Company or any other Loan Party shall, directly or indirectly, disavow or contest in any manner # the effectiveness, validity or enforceability of any of the Subordination Provisions, # that the Subordination Provisions exist for the benefit of the Administrative Agent, the Lenders and the L/C Issuer or # that all payments of principal of or premium and interest on the applicable subordinated Indebtedness, or realized from the liquidation of any property of any Loan Party, shall be subject to any of the Subordination Provisions.

Collateral Documents. Any Collateral Document after delivery thereof pursuant to [[Section[Sections 4.01, 6.1301 or 6.16]6]6]]6]12]2] shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected first priority Lien (subject to Liens permitted by [Section 7.01]) on a material portion of the Collateral purported to be covered thereby; except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent to # maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents, # file initial Uniform Commercial Code financing statements or continuation statements or other equivalent filings or # take any other action reasonably directed by the Company to create and maintain the validity, perfection or priority of the Lien thereof (and the Company shall pay all costs and expenses incurred in connection with any such action); or # Subordination. (i) The subordination provisions of the documents evidencing or governing any subordinated Indebtedness (the “Subordination Provisions”) shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the applicable subordinated Indebtedness; or # the Company or any other Loan Party shall, directly or indirectly, disavow or contest in any manner # the effectiveness, validity or enforceability of any of the Subordination Provisions, # that the Subordination Provisions exist for the benefit of the Administrative Agent, the Lenders and the L/C Issuer or # that all payments of principal of or premium and interest on the applicable subordinated Indebtedness, or realized from the liquidation of any property of any Loan Party, shall be subject to any of the Subordination Provisions.

Collateral Documents. Any Collateral Document after delivery thereof pursuant to [Section 4.01, 6.131 or 6.16]6]8.12]2] shall for any reason (other than pursuant to the terms thereof) 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; except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent to # maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents, # file initial Uniform Commercial Code financing statements or continuation statements or other equivalent filings or # take any other action reasonably directed by the Company to create and maintain the validity, perfection or priority of the Lien thereof (and the Company shall pay all costs and expenses incurred in connection with any such action); or # Subordination. (i) The subordination provisions of the documents evidencing or governing any subordinated Indebtedness (the “Subordination Provisions”) shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the applicable subordinated Indebtedness; or # the Company or any other Loan Party shall, directly or indirectly, disavow or contest in any manner # the effectiveness, validity or enforceability of any of the Subordination Provisions, # that the Subordination Provisions exist for the benefit of the Administrative Agent, the Lenders and the L/C Issuer or # that all payments of principal of or premium and interest on the applicable subordinated Indebtedness, or realized from the liquidation of any property of any Loan Party, shall be subject to any of the Subordination Provisions.

Collateral Documents. Any Collateral Document after delivery thereof pursuant to [Section 4.01, 6.13 or 6.16]6] shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected first priority Lienlien on and security interest in the Collateral purported to be covered thereby; exceptthereby (subject to Liens expressly permitted under the extent that any such lossLoan Documents) (other than by reason of perfection or priority results from the failure of the AdministrativeCollateral Agent to # maintainretain possession of certificates actuallyCollateral physically delivered to it representing securities pledged under(other than due to any act or failure to act by ESI or any of its Subsidiaries)) or the failure of the Collateral Documents, #Agent to timely file initial Uniform Commercial Code financing statements or continuation statements or other equivalentperfection filings (other than due to any act or # take any other action reasonably directedfailure to act by the Company to create and maintain the validity, perfection or priority of the Lien thereof (and the Company shall pay all costs and expenses incurred in connection with any such action); or # Subordination. (i) The subordination provisions of the documents evidencing or governing any subordinated Indebtedness (the “Subordination Provisions”) shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the applicable subordinated Indebtedness; or # the CompanyESI or any other Loan Party shall, directly or indirectly, disavow or contest in any manner #of its Subsidiaries) and is not, upon the effectiveness, validity or enforceabilitywritten request of any of the Subordination Provisions, # that the Subordination Provisions exist for the benefit of the Administrativean Agent, the Lenders and the L/C Issuer or # that all payments of principal of or premium and interest on the applicable subordinated Indebtedness, or realized from the liquidation of any property of any Loan Party, shall be subject to any of the Subordination Provisions.promptly corrected.

Collateral Documents. AnyThe provisions of the Collateral Document after delivery thereof pursuant to [Section 4.01, 6.13 or 6.16]6] shall for any reason (other than pursuant to the terms thereof) ceaseDocuments are effective to create a valid and perfected first priority Lien on the Collateral purported to be covered thereby; except to the extent that any such loss of perfection or priority results from the failurein favor of the Administrative Agent to # maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents, # file initial Uniform Commercial Code financing statements or continuation statements or other equivalent filings or # take any other action reasonably directed by the Company to create and maintain the validity, perfection or priority of the Lien thereof (and the Company shall pay all costs and expenses incurred in connection with any such action); or # Subordination. (i) The subordination provisions of the documents evidencing or governing any subordinated Indebtedness (the “Subordination Provisions”) shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the applicable subordinated Indebtedness; or # the Company or any other Loan Party shall, directly or indirectly, disavow or contest in any manner # the effectiveness, validity or enforceability of any of the Subordination Provisions, # that the Subordination Provisions exist for the benefit of the Administrative Agent, the LendersSecured Parties a legal, valid and the L/C Issuer or # thatenforceable first priority Lien on all payments of principal of or premiumrights, title and interest on the applicable subordinated Indebtedness, or realized from the liquidation of any property of any Loan Party, shall be subject to any of the Subordination Provisions.respective Loan Parties in the Collateral described therein (subject to Liens permitted by [Section 7.01]), and such Liens constitute perfected Liens on such Collateral securing the Obligations, to the extent required to be perfected under the Loan Documents.

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