Loan Documents. The validity or enforceability of any Loan Document shall at any time for any reason (other than solely as the result of an action or failure to act on the part of Agent) be declared to be null and void, or a proceeding shall be commenced by Parent or any of its Restricted Subsidiaries, or by any Governmental Authority having jurisdiction over Parent or any of its Restricted Subsidiaries, seeking to establish the invalidity or unenforceability thereof, or Parent or any of its Restricted Subsidiaries shall deny that Parent or any such Restricted Subsidiaries have any liability or obligation purported to be created under any Loan Document;

Loan Documents. The validity or enforceability of any Loan Document shall at any time for any reason (other than solely as the result of an action or failure to act on the part of Agent)Agent or any Lender) be declared to be null and void, or a proceeding shall be commenced by Parent or any of its Restricted Subsidiaries,Loan Party or by any Governmental Authority having jurisdiction over Parent or any of its Restricted Subsidiaries,Loan Party, seeking to establish the invalidity or unenforceability thereof, or Parent or any of its Restricted SubsidiariesLoan Party shall deny that Parent or any such Restricted Subsidiaries haveLoan Party has any liability or obligation purported to be created under any Loan Document;

Loan Documents. The validity or enforceability of any Loan Document shall at any time for any reason (other than solely as the result of an action or failure to act on the part of Agent)Agent or any Lender) be declared to be null and void, or a proceeding shall be commenced by Parenta Loan Party or any of its Restricted Subsidiaries, or by any Governmental Authority having jurisdiction over Parent or any of its Restricted Subsidiaries,a Loan Party, seeking to establish the invalidity or unenforceability thereof, or Parent or any of its Restricted Subsidiariesa Loan Party shall deny that Parent or any such Restricted Subsidiaries haveLoan Party has any liability or obligation purported to be created under any Loan Document; or

Loan Documents. The validity or enforceabilityAny provision of any Loan Document shall at any time for any reason (other than solely as the result of an action or failure to act on the part of Agent) be declared to be null and void, or the validity or enforceability thereof shall be contested by any Loan Party, or a proceeding shall be commenced by Parent or any of its Restricted Subsidiaries,Loan Party, or by any Governmental Authority having jurisdiction over Parent or any of its Restricted Subsidiaries,Loan Party, seeking to establish the invalidity or unenforceability thereof, or Parent or any of its Restricted SubsidiariesLoan Party shall deny in writing that Parent or any such Restricted Subsidiaries haveLoan Party has any liability or obligation purported to be created under any Loan Document;Document.

The validity or enforceability of any Loan Document shall at any time for any reason (other than solely as the result of an action or failure to act on the part of Agent) be declared to be null and void, or a proceeding shall be commenced by Parent or any of its Restricted Subsidiaries,a Loan Party, or by any Governmental Authority having jurisdiction over Parent or any of its Restricted Subsidiaries,a Loan Party, seeking to establish the invalidity or unenforceability thereof, or Parent or any of its Restricted Subsidiariesa Loan Party shall deny that Parent or any such Restricted Subsidiaries haveLoan Party has any liability or obligation purported to be created under any Loan Document;Document (other than by reason of such obligation or liability being duly paid by such Loan Party in accordance with the terms of the Loan Documents); or

any Loan Document or any material provisions thereof shall at any time and for any reason (other than solely as the resultbe declared by a court of an action or failure to act on the part of Agent) be declaredcompetent jurisdiction to be null and void, or a proceeding shall be commenced by Parentor on behalf of the Borrower or any of its Restricted Subsidiaries,Subsidiaries or any Related Persons of any of the foregoing, or by any Governmental Authority having jurisdiction over Parent or any of its Restricted Subsidiaries,Authority, seeking to establish the invalidity or unenforceability thereof, or Parentthereof (exclusive of questions of interpretation of any provision thereof), or any Loan Party (or any of their respective Related Persons) (directly or indirectly) shall repudiate or deny any portion of its Restricted Subsidiaries shall deny that Parent or any such Restricted Subsidiaries have any liability or obligation purported to be created under any Loan Document;for the Obligations; or

Enforceability. Any Loan Document shall atfail to remain in full force or effect against ​ or any time forSubsidiary or any reason (other than solely as the result of an action shall be taken or failure to act on the part of Agent) be declaredshall fail to be null and void,taken to discontinue or a proceeding shall be commenced by Parent or any of its Restricted Subsidiaries, or by any Governmental Authority having jurisdiction over Parent or any of its Restricted Subsidiaries, seeking to establishassert the invalidity or unenforceability thereof,of, or Parentwhich results in the discontinuation or any of its Restricted Subsidiaries shall deny that Parentinvalidity or any such Restricted Subsidiaries have any liability or obligation purported to be created underunenforceability of, any Loan Document;Document.