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 including as a result of a transaction not prohibited under this Agreement) cease to create a valid and perfected Lien, with the priority required by the Collateral Documents and the Intercreditor Agreements on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under ‎[Section 7.01], # except to the extent 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 Administrative Agent or the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents or to file Uniform Commercial Code continuation statements and # except 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

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to [Sections[Section 4.01, 6.11]1], ‎6.13, ‎6.1611, 6.13 or the Security Agreement6.14]4]4]4] shall for any reason (other than pursuant to the terms thereof including as a result of a transaction not prohibited under this Agreement) cease to create a valid and perfected Lien, with the priority required by the Collateral Documents and the Intercreditor AgreementsAgreements, on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under ‎[Section[Section 7.01], except # except to the extent 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 Administrative Agent or the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents or to file Uniform Commercial Code continuation statements andstatements, # except 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;coverage, or # any Collateral 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 aggregate, the result of such cessation is not in excess of the Threshold Amount or # any of 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 [Sections[Section 4.01, 6.11]1], ‎6.13, ‎6.1613 or the Security Agreement6.16]6] shall for any reason (other than pursuant to the terms thereof including as a result of a transaction not prohibited under this Agreement)thereof) cease to create a valid and perfected Lien, with thefirst priority required by the Collateral Documents and the Intercreditor AgreementsLien on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under ‎[Section 7.01], #thereby; 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 or toDocuments, # 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 # except asSubordination. (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 Collateral consistingbe effective or cease to be legally valid, binding and enforceable against any holder of Real Propertythe 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 extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage; orSubordination Provisions.

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 including as a result of a transaction not prohibited under this Agreement)thereof) cease to create a valid and perfected Lien, withfirst priority Lien (except in the case of Permitted Liens, to the extent any such Permitted Liens would have priority required byover the Collateral Documents andLiens in favor of the Intercreditor AgreementsAdministrative Agent pursuant to any applicable Requirement of Law) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under ‎[Section 7.01], # except to the extent that any such perfectionthereby; 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 or to file Uniform Commercial Code continuation statements and # except 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

Collateral Documents. Any Collateral Document after delivery thereof pursuant to [Sections 4.01,[Section 6.11]1], ‎6.13, ‎6.161 or the Security Agreement8.12] shall for any reason (other than pursuant to the terms thereof including as a result of a transaction not prohibited under this Agreement)thereof) cease to create a valid and perfected Lien, with thefirst priority required by the Collateral Documents and the Intercreditor AgreementsLien (subject to Permitted Liens) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under ‎[Section 7.01], # except to the extent that any such perfectionthereby; 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 or to file Uniform Commercial Code continuation statements and # except 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

Collateral Documents. Any Collateral Document after delivery thereof pursuant to [SectionsSections 4.01,01 or 6.11]1], ‎6.13, ‎6.16 or the Security Agreement12 shall for any reason (other than pursuant to the terms thereof including as a result of a transaction not prohibited under this Agreement)thereof) cease to create a valid and perfected Lien, with thefirst priority requiredLien (subject to Liens permitted by the Collateral Documents and the Intercreditor AgreementsSection 7.01) on and security interest in anya material portion of the Collateral purported to be covered thereby, subject to Liens permitted under ‎[Section 7.01], # except to the extent that any such perfectionthereby; 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 or to file Uniform Commercial Code continuation statements and # except 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

Collateral Documents. Any Collateral Document after delivery thereof pursuant to [Sections 4.01,Section 6.11]1], ‎6.13, ‎6.161 or the Security Agreement8.12 shall for any reason (other than pursuant to the terms thereof including as a result of a transaction not prohibited under this Agreement)thereof) cease to create a valid and perfected Lien, with thefirst priority required by the Collateral Documents and the Intercreditor AgreementsLien (subject to Permitted Liens) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under ‎[Section 7.01], # except to the extent that any such perfectionthereby; 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 or to file Uniform Commercial Code continuation statements and # except 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

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 including as a result of a transaction not prohibited under this Agreement)thereof) cease to create a valid and perfected Lien, with thefirst priority required by the Collateral Documents and the Intercreditor Agreementslien 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 extent that any such perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or any loss thereof results fromLoan Documents) (other than by reason of the failure of the AdministrativeCollateral 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 maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents or totimely 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 # except as to Collateral consistingis not, upon the written request 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; oran Agent, promptly corrected.

CollateralSection # Security Documents. Any(a) Valid Liens. Each Collateral Document after delivery thereofdelivered pursuant to [Sections‎[Section 4.01, 6.11]1],01] and Sections ‎6.13,11, ‎6.13 and ‎6.16 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral described therein to the extent intended to be created thereby, and # when financing statements and other filings in appropriate form are filed in the offices specified on [Schedule 4] to the Perfection Certificate and # upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the Security Agreement shall for any reason (other than pursuant toAgreement), the terms thereof including as a result of a transaction not prohibited under this Agreement) cease to create a valid and perfected Lien, with the priority requiredLiens created by the Collateral Documents and(other than the Intercreditor Agreements onMortgages) shall constitute fully perfected Liens on, and security interestinterests in any material portion(to the extent intended to be created thereby), all right, title and interest of the grantors in such Collateral purported to be covered thereby, subject to Liens permitted under ‎[Section 7.01], # except to the extent 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 Administrative Agentcan be obtained by filing financing statements or the Collateral Agenttaking of possession or control, in each case subject to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents or to file Uniform Commercial Code continuation statements and # except as to Collateral consisting of Real Property to the extent that such losses are coveredno Liens other than Liens permitted by a lender’s title insurance policy and such insurer has not denied coverage; or‎[Section 7.01].

Collateral Documents. AnySection # Perfection, etc. Each Collateral Document after delivery thereofdelivered pursuant to [Sections 4.01, 6.11]1]this Agreement will, upon execution and delivery thereof, be effective to create (to the extent described therein) in favor of the Administrative Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral described therein to the extent intended to be created thereby and required to be perfected therein, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, winding-up, insolvency, fraudulent conveyance, reorganization (by way of voluntary arrangement, schemes of arrangements or otherwise), ‎6.13, ‎6.16moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and # when financing statements and other filings in appropriate form are filed or registered, as applicable, in the offices of the Secretary of State or other applicable filing office of Parent’s and each other Loan Party’s jurisdiction of organization, formation or incorporation and applicable documents are filed and recorded as applicable in the United States Copyright Office or the Security AgreementUnited States Patent and Trademark Office and # upon the taking of possession or control by the Administrative Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall for any reason (other than pursuantbe given to the terms thereof including as a result of a transaction not prohibited under this Agreement) ceaseAdministrative Agent to create a valid and perfected Lien, with the priorityextent possession or control by the Administrative Agent is required by the applicable Collateral Document), the Liens created by the Collateral Documents and the Intercreditor Agreements onshall constitute fully perfected first priority Liens so far as possible under relevant law on, and security interestinterests in any material portion(to the extent intended to be created thereby and required to be perfected under the Loan Documents), all right, title and interest of the grantors in such Collateral purported to be covered thereby, subject toin each case free and clear of any Liens other than Liens permitted under ‎[Section 7.01], # except to the extent 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 Administrative Agent or the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents or to file Uniform Commercial Code continuation statements and # except 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; orhereunder).