Collateral Documents. The Collateral Documents after delivery thereof pursuant to Sections 4.02, 6.11 or 6.133] shall for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction permitted under [Section 7.04 or 7.05]5]) cease to create, or shall be asserted by any Loan Party not to create, a valid and perfected Lien, with the priority required by the Collateral Documents on and security interest in Collateral purported to be covered thereby with an aggregate value equal to or greater than $25,000,000, 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 results from the failure of the Administrative Agent or the Collateral Agent to maintain possession or control of certificates representing securities, other collateral requiring possession or control, or motor vehicle certificates of title (or notation thereon) pledged under the Collateral Documents, in each case actually delivered to it, or to file Uniform Commercial Code financing statements or continuation statements or any Collateral Documents 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 [Section 6.11 or 6.13]3] shall for any reason (other than pursuant to the terms thereof including as a result of a transaction not prohibited under this Agreement[[Borrower:Organization]] cease to create a valid and perfected Lien, with the priority required by the Collateral Documents 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 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 [Section 4.01 or 6.11]1] shall for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction permitted under [Section 7.04 or 7.05]5]) cease to create, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, a valid and perfected lien, with the priority required by the Collateral Documents (or other security purported to be created on the applicable Collateral) 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 loss of perfection or priority 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 # any of the Equity Interests of the Borrower ceasing to be pledged pursuant to the Security Agreement free of Liens other than Liens permitted by the ABL Intercreditor Agreement, First Lien Intercreditor Agreement (if any) and the Second Lien Intercreditor Agreement (if any) or any nonconsensual Liens arising solely by operation of Law; or

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 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, # 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 # 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 [Section 4.02] or [Section 6.11] or [Section 6.13] 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 the Collateral purported to be covered thereby, subject to Permitted Liens, except to the extent that any such perfection or priority is not required pursuant to the Collateral 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 and received by it representing securities pledged under the Collateral Documents or to file Uniform Commercial Code continuation statements; or

Collateral Documents. Any Collateral Document after delivery thereof pursuant to [Sections 4.01, 6.11], ‎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. Any Collateral Document with respect to a material portion of the Collateral after delivery thereof pursuant to Section 4.01, 6.11, 6.13 or pursuant to the provisions of any Collateral Document for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) ceases to create, or any Lien purported to be created by any Collateral Document with respect to a material portion of the Collateral shall be asserted in writing by any Loan Party (prior to the satisfaction of the Termination Conditions) not to be, a valid and perfected Lien with the priority required by such Collateral Document (or other security purported to be created on the applicable Collateral) 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 loss of perfection or priority results from the failure of the Administrative Agent or the Collateral Agent to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents, to file Uniform

Collateral Documents. Any Collateral Document after delivery thereof pursuant to Section 4.01 of the Existing Credit Agreement or [Sections 4.01 or 6.11] of this Agreement shall for any reason (other than pursuant to the terms thereof, including as a result of a transaction permitted under [Section 7.01 or 7.06]6][[Borrower:Organization]] cease to create a valid and perfected lien, with the priority required by the Collateral Documents, the Intercreditor Agreement, the Additional First Lien Intercreditor Agreement (if then in effect[[Borrower:Organization]], and the Additional Junior Lien Intercreditor Agreement (if then in effect[[Borrower:Organization]] (or other security purported to be created on the applicable Collateral[[Borrower:Organization]], on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under [Section 7.04], except to the extent that any such loss of perfection or priority results from # the failure of the Administrative Agent or the Collateral Agent to maintain possession of certificates or notes actually delivered to it representing securities or instruments pledged under the Collateral Documents, # to file Uniform Commercial Code or PPSA continuation statements in the applicable filing offices properly notified by the relevant Loan Party and # any other failure of the Administrative Agent or the Collateral Agent to maintain perfection in circumstances where such failure does not result from the breach or non-compliance by a Loan Party with the Loan Documents, 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 or 6.12] shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected first priority Lien (subject to Liens permitted by Section 7.01) on a material portion of the Collateral purported to be covered thereby; or

Collateral Documents. The Collateral Documents after delivery thereof pursuant to Sections 4.02, 6.11 or 6.133] shall for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction permitted under [Section 7.04 or 7.05]5]) cease to create, or shall be asserted by any Loan Party not to create, a valid and perfected Lien, with the priority required by the Collateral Documents on and security interest in Collateral purported to be covered thereby with an aggregate value equal to or greater than $25,000,000, 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 results from the failure of the Administrative Agent or the Collateral Agent to maintain possession or control of certificates representing securities, other collateral requiring possession or control, or motor vehicle certificates of title (or notation thereon) pledged under the Collateral Documents, in each case actually delivered to it 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 (l)ERISA. (i) An ERISA Event that occurs after the Effective Date that, alone or together with any other ERISA Events that have occurred after the Effective Date, has resulted or could reasonably be expected to result in liability of a Loan Party, any Restricted Subsidiary or any of their respective ERISA Affiliates in an aggregate amount at any particular time that would reasonably be expected to have a Material Adverse Effect, or # a Loan Party, any Restricted Subsidiary or any of their respective ERISA Affiliates fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its Withdrawal Liability under [Section 4201] of ERISA under a Multiemployer Plan in an aggregate amount, that, alone or together with any other such failures to pay, has resulted or would reasonably be expected to result in a Material Adverse Effect; or # as of any date, a Loan Party, any Restricted Subsidiary or any of their respective ERISA Affiliates # shall have made contributions to any Multiemployer Plan during the immediately preceding twelve month period ending on such date that exceed in value in the aggregate among all such Persons the Pension Contribution Cap for such period or # is projected or reasonably expected (in each case by the Borrower in good faith) to make contributions to any Multiemployer Plan in the next twelve month period that exceed in the aggregate among all such Persons the Pension Contribution Cap for such period (provided that such Pension Contribution Cap may be exceeded solely to facilitate a compromise, settlement, rearrangement or other restructuring of liabilities under such Multiemployer Plan with the consent of the Required Lenders (such consent not to be unreasonably withheld, delayed or conditioned or denied)); provided that this [clause (iii)] shall not apply if on the applicable date of determination Consolidated EBITDA for the most recent Test Period ending prior to such date of determination as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to [Section 6.02(a)] on or prior to such date of determination exceeds $400,000,000; or