Collateral Document with respect to a material portion of the Collateral after delivery thereof shall for any reason cease to create a valid and perfected Lien, except # as otherwise permitted by, or as a result of a transaction not prohibited by, the Loan Documents, # resulting from the failure of the Administrative ​ or the Collateral ​ to maintain possession or control of Collateral, # resulting from the making of a filing, or the failure to make a filing, under the Uniform Commercial Code, # as to Collateral consisting of real property to the extent that such losses are covered by a ​’s title insurance policy (unless the ​ in good faith reasonably believes that payment thereunder will not be made by the applicable insurer) or # resulting from acts or omissions of a Secured Party or the application of applicable law; or

disagrees with such determination (including a reasonable description of the basis upon which it disagrees) and # that any such Indebtedness of Holdings is subordinated in right of payment to its Guarantee under the Guarantee Agreement; provided further that any such Indebtedness shall constitute Permitted Holdings Debt only if immediately after giving effect to the issuance or incurrence thereof, no Event of Default shall have occurred and be continuing;

Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Guaranteed Creditor to any security held for payment of the Obligations.

Termination. This Guarantee Agreement may not be terminated by the Guarantor or Borrower unless the ​ agrees in writing to terminate this Guarantee Agreement. This Guarantee Agreement shall terminate and ​ will mark this Guarantee as null and void upon ​’s receipt of payment in full of the Loan Amount.

such Restricted Subsidiary within 30 days executes and delivers a Supplemental Guarantee substantially in the form of [Exhibit A] hereto providing for a Guarantee by such Restricted Subsidiary, provided that if such Indebtedness is by its express terms subordinated in right of payment to the Loans or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Loans; and

the Company or, during any New Guarantee Period, any Significant New Guarantor shall # default in making any payment of any principal of any Indebtedness or any Guarantee Obligation in respect of Indebtedness beyond the period of grace, if any; or # default in making any payment of any interest on any such Indebtedness or Guarantee Obligation, in each case beyond the period of grace, if any; provided, that a default, event or condition described in [clause (i) or (ii)])] of this paragraph # shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in [clauses (i) or (ii)])] of this paragraph # shall have occurred and be continuing with respect to Indebtedness or any such Guarantee Obligation the aggregate outstanding principal amount of which exceeds ​; or

any guarantee by the Borrower, Holdings or any other Loan Party of Indebtedness that is permitted to be incurred in compliance with this Agreement; provided that in the event such Indebtedness that is being guaranteed is subordinated in right of payment to the Loans or a Guarantee, as the case may be, then the related guarantee shall be subordinated in right of payment to the Loans or such Guarantee, as the case may be.

Lender consents to ​ issuing a Guarantee with respect to the Aegion Indebtedness so long as such Guarantee is expressly subordinated in right of payment in full of the Obligations and which Guarantee is in form and on terms approved in writing by the Lender.

the release or discharge of the guarantee by such Subsidiary Guarantor of Indebtedness under the North American ABL Facility, or the release or discharge of such other guarantee or obligation that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this [clause (ii)], and that if any such guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Guarantee pursuant to [Section 9.13]);

"Guarantee" means the guarantee and indemnity given pursuant to this Clause 19 (Guarantee and Indemnity).