Transaction Documents. Any Transaction Document or any material term thereof shall cease to be, or be asserted by Borrower or a Guarantor not to be, a legal, valid and binding obligation of Borrower or such Guarantor enforceable in accordance with its terms or if, after Agent has properly filed financing statements and obtained control agreements, the Liens of Agent in the Collateral shall cease to be or shall not be valid, perfected Liens subject only to Permitted Liens or any other party to any subordination or intercreditor agreements entered into by ​ or Borrower shall assert that such Liens are not valid, perfected Liens or shall assert that the terms of subordination are not valid; or