Collateral Documents. Any Collateral Document after delivery thereof shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected first priority lien on and security interest in the Collateral purported to be covered thereby (subject to Liens expressly permitted under the Loan Documents) (other than by reason of the failure of the Collateral Agent to retain possession of Collateral physically delivered to it (other than due to any act or failure to act by ESI or any of its Subsidiaries)) or the failure of the Collateral Agent to timely file Uniform Commercial Code financing statements or continuation statements or other perfection filings (other than due to any act or failure to act by ESI or any of its Subsidiaries) and is not, upon the written request of an Agent, promptly corrected.
Collateral Documents. Any Collateral Document after delivery thereof pursuant to [Sections 4.01, 6.11]1], 6.13, 6.16 or 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 (subjectthereby, subject to Liens expressly permitted under [Section 7.01], # except to the Loan Documents) (other than by reason ofextent that any such perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or any loss thereof results from the failure of the CollateralAdministrative Agent to retain possession of Collateral physically delivered to it (other than due to any act or failure to act by ESI or any of its Subsidiaries)) or the failure of the Collateral Agent to timelymaintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents or to file Uniform Commercial Code financing statements or continuation statements or other perfection filings (other than dueand # except as to any actCollateral 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 failure to act by ESI or any of its Subsidiaries) and is not, upon the written request of an Agent, promptly corrected.
Collateral Documents. Any Collateral Document after delivery thereof shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected first priority lienLien (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 and security interest in the Collateral purported to be covered thereby (subject to Liens expressly permitted under the Loan Documents) (other than by reason of the failure of the Collateral Agent to retain possession of Collateral physically delivered to it (other than due to any actthereby; or failure to act by ESI or any of its Subsidiaries)) or the failure of the Collateral Agent to timely file Uniform Commercial Code financing statements or continuation statements or other perfection filings (other than due to any act or failure to act by ESI or any of its Subsidiaries) and is not, upon the written request of an Agent, promptly corrected.
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 (subjectthereby; except to Liens expressly permitted under the Loan Documents) (other than by reasonextent that any such loss of perfection or priority results from the failure of the CollateralAdministrative Agent to retain# maintain possession of Collateral physicallycertificates actually delivered to it (other than due to any act or failure to act by ESI or any of its Subsidiaries)) or the failure ofrepresenting securities pledged under the Collateral Agent to timelyDocuments, # 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 filings (other than dueor 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 act or failure to act by ESI or any of its Subsidiaries) and is not, upon the written request of an Agent, promptly corrected.Subordination Provisions.
Collateral Documents. Any Collateral Document after delivery thereof pursuant to [Section 6.1 or 8.12] shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected first priority lienLien (subject to Permitted Liens) on and security interest inany material portion of the Collateral purported to be covered thereby (subject to Liens expressly permitted under the Loan Documents) (other than by reason of the failure of the Collateral Agent to retain possession of Collateral physically delivered to it (other than due to any actthereby; or failure to act by ESI or any of its Subsidiaries)) or the failure of the Collateral Agent to timely file Uniform Commercial Code financing statements or continuation statements or other perfection filings (other than due to any act or failure to act by ESI or any of its Subsidiaries) and is not, upon the written request of an Agent, promptly corrected.
Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to [Section 4.01, 6.11, 6.13 or 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 (subjectthereby, subject to Liens expressly permitted under [Section 7.01], except # to the Loan Documents) (other than by reason ofextent that any such perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or any loss thereof results from the failure of the CollateralAdministrative Agent to retain possession of Collateral physically delivered to it (other than due to any act or failure to act by ESI or any of its Subsidiaries)) or the failure of the Collateral Agent to timelymaintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents or to file Uniform Commercial Code financing statementscontinuation 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 insurer has not denied coverage, or continuation statements or other perfection filings (other than due to# any act or failure to act by ESICollateral Document, or any Lien purported to be granted under any Collateral Document on Collateral, ceases to be fully enforceable for a period of its Subsidiaries) andten (10) days if, individually or in the aggregate, the result of such cessation is not, uponnot in excess of the written requestThreshold Amount or # any of an Agent, promptly corrected.the Equity Interests of the Borrower shall for any reason cease to be pledged pursuant to the Collateral Documents; or
Collateral Documents. Any Collateral Document after delivery thereof pursuant to Section 6.1 or 8.12 shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected first priority lienLien (subject to Permitted Liens) on and security interest inany material portion of the Collateral purported to be covered thereby (subject to Liens expressly permitted under the Loan Documents) (other than by reason of the failure of the Collateral Agent to retain possession of Collateral physically delivered to it (other than due to any actthereby; or failure to act by ESI or any of its Subsidiaries)) or the failure of the Collateral Agent to timely file Uniform Commercial Code financing statements or continuation statements or other perfection filings (other than due to any act or failure to act by ESI or any of its Subsidiaries) and is not, upon the written request of an Agent, promptly corrected.
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