Common use of Collateral Documents Clause in Contracts

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to the Existing Credit Agreement or Section 6.11 or 6.13 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) 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 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 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 or failed to acknowledge coverage or (ii) any of the Equity Interests of any Borrower ceasing to be pledged pursuant to the Security Agreements free of Liens other than Liens created by the Security Agreements or any nonconsensual Liens permitted by Section 7.01 or any Liens permitted under Section 7.01(v); or

Collateral Documents. (i) Any Lien purported to be created by any material Collateral Document after delivery thereof pursuant with respect to a material portion of the Existing Credit Agreement or Section 6.11 or 6.13 Collateral 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) cease to createbe, or any Lien purported to be created by any material 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, Lien with the priority required by the such Collateral Documents Document (or other security purported to be created on the applicable Collateral) on 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 control of Collateral or possession of certificates Collateral actually delivered to it representing securities and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Security Agreement, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) or continuation statements 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 or failed to acknowledge coverage or (ii) any of the Equity Interests of any Borrower ceasing to be pledged pursuant to the Security Agreements free of Liens other than Liens created by the Security Agreements or any nonconsensual Liens permitted by Section 7.01 or any Liens permitted under Section 7.01(v)coverage; or

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to the Existing Credit Agreement Section 4.01 or Section 6.11 or 6.13 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 7.057.05 or as contemplated in Section 6.18) 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, create 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 Real Property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied or failed to acknowledge coverage coverage, or (ii) except to the extent contemplated in Section 6.18, any of the Equity Interests of any Borrower the Borrowers ceasing to be pledged pursuant to the Security Agreements Agreement free of Liens other than Liens created by the Security Agreements Agreement, Liens created pursuant to Section 7.01(ee) or any nonconsensual Liens permitted arising solely by Section 7.01 or any Liens permitted under Section 7.01(v)operation of Law; or

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to the Existing Credit Agreement Section 4.01 or Section 6.11 or 6.13 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) 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 or failed to acknowledge coverage coverage, or (ii) any of the Equity Interests of any the Borrower ceasing to be pledged pursuant to the Security Agreements Agreement free of Liens other than Liens created permitted by the Security Agreements ABL Intercreditor Agreement, First Lien Intercreditor (if any) and the Second Lien Intercreditor Agreement (if any) or any nonconsensual Liens permitted arising solely by Section 7.01 or any Liens permitted under Section 7.01(v)operation of Law; or

Collateral Documents. (i) Any Lien purported to be created by any Collateral Document after delivery thereof pursuant with respect to a material portion of the Existing Credit Agreement or Section 6.11 or 6.13 Collateral 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) cease to createbe, 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, Lien with the priority required by the such Collateral Documents Document (or other security purported to be created on the applicable Collateral) on 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 control of Collateral or possession of certificates Collateral actually delivered to it representing securities and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Security Agreement, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) or continuation statements 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 or failed to acknowledge coverage or (ii) any of the Equity Interests of any Borrower ceasing to be pledged pursuant to the Security Agreements free of Liens other than Liens created by the Security Agreements or any nonconsensual Liens permitted by Section 7.01 or any Liens permitted under Section 7.01(v)coverage; or

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to the Existing Credit Agreement Section 4.01 or Section 6.11 or 6.13 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) 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 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 or failed to acknowledge coverage coverage, or (ii) any of the Equity Interests of any the Borrower ceasing to be pledged pursuant to the Security Agreements Agreement free of Liens other than Liens created by the Security Agreements Agreement, the ABL Facility Documentation or any nonconsensual Liens permitted by Section 7.01 or any Liens permitted under Section 7.01(v)7.01; or

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to the Existing Credit Agreement Section 4.01 or Section 6.11 or 6.13 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) 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 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 or failed to acknowledge coverage coverage, or (ii) any of the Equity Interests of any the Borrower ceasing to be pledged pursuant to the Security Agreements Agreement free of Liens other than Liens created by the Security Agreements Agreement or any nonconsensual Liens permitted arising solely by Section 7.01 or any Liens permitted under Section 7.01(v)operation of Law; or

Collateral Documents. (i) Any Lien purported to be created by any Collateral Document after delivery thereof pursuant with respect to a material portion of the Existing Credit Agreement or Section 6.11 or 6.13 Collateral 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) cease to createbe, 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, Lien with the priority required by the such Collateral Documents Document (or other security purported to be created on the applicable Collateral) on 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 Collateral actually delivered to it representing securities and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Security Agreements, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) or continuation statements 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 or failed to acknowledge coverage or (ii) any of the Equity Interests of any Borrower ceasing to be pledged pursuant to the Security Agreements free of Liens other than Liens created by the Security Agreements or any nonconsensual Liens permitted by Section 7.01 or any Liens permitted under Section 7.01(v)coverage; or

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to the Existing Credit Agreement Section 4.01 or Section 6.11 or 6.13 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) 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 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 or failed to acknowledge coverage coverage, or (ii) any of the Equity Interests of any the Parent Borrower ceasing to be pledged pursuant to the Security Agreements Agreement free of Liens other than Liens created by the Security Agreements Agreement or any nonconsensual Liens permitted arising solely by Section 7.01 or any Liens permitted under Section 7.01(v)operation of Law; or

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to the Existing Credit Agreement Section 4.01, 6.11, 6.13 or Section 6.11 or 6.13 6.14 shall for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction permitted not prohibited under Section 7.04 or 7.05this Agreement) 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, create a valid and perfected lienLien, with the priority required by the Collateral Documents (or other and the Intercreditor Agreements, on and security purported to be created on the applicable Collateral) on interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except (x) 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 to file Uniform Commercial Code continuation statements and except statements, (y) as to Collateral consisting of real property 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 failed (z) any Collateral Document, or any Lien purported to acknowledge coverage 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 (ii) any of the Equity Interests of the Borrower shall for any Borrower ceasing reason cease to be pledged pursuant to the Security Agreements free of Liens other than Liens created by the Security Agreements or any nonconsensual Liens permitted by Section 7.01 or any Liens permitted under Section 7.01(v)Collateral Documents; or

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to the Existing Credit Agreement Section 4.01 or Section 6.11 or 6.13 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) 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 or failed to acknowledge coverage coverage, or (ii) any of the Equity Interests of any the Borrower ceasing to be pledged pursuant to the Security Agreements Agreement free of Liens other than Liens created permitted by the Security Agreements ABL Intercreditor Agreement, First Lien Intercreditor Agreement (if any) and the Second Lien Intercreditor Agreement (if any) or any nonconsensual Liens permitted arising solely by Section 7.01 or any Liens permitted under Section 7.01(v)operation of Law; or

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to the Existing Credit Agreement or Section 4.01, 6.11 or 6.13 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) 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 Collateral actually delivered to it representing securities and 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 or failed to acknowledge coverage coverage, or (ii) any of the Equity Interests of any the Borrower ceasing to be pledged pursuant to the Security Agreements Agreement free of Liens other than Liens created by subject to the Security Agreements ABL Intercreditor Agreement, First Lien Intercreditor (if any) and the Second Lien Intercreditor Agreement (if any) or any nonconsensual Liens permitted arising solely by Section 7.01 or any Liens permitted under Section 7.01(v)operation of Law; or

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to the Existing Credit Agreement or Section 6.11 or 6.13 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) 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 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 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 or failed to acknowledge coverage coverage, or (ii) any of the Equity Interests of any Borrower ceasing to be pledged pursuant to the Security Agreements free of Liens other than Liens created by the Security Agreements or any nonconsensual Liens permitted by Section 7.01 or any Liens permitted under Section 7.01(v)7.01; or

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to the Existing Credit Agreement or Section Sections 4.01, 6.11 or 6.13 shall for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction permitted not prohibited under Section 7.04 or 7.05this Agreement) 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, create a valid and perfected lienLien, with the priority required by the Collateral Documents (or other on and security purported to be created on the applicable Collateral) on interest in any material portion of the Collateral having an aggregate value in excess of $2,500,000 purported to be covered thereby, subject to Liens permitted under Section 7.017.01 or any Loan Party contests in writing the validity or priority of a Lien, (i) except to the extent that any such loss of perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or results from the failure of the Administrative Agent (or the Designated First Lien Representative in accordance with the terms of the Closing Date Intercreditor Agreement) to maintain possession of certificates actually delivered to it representing securities or negotiable instruments pledged under the Collateral Documents or take other required actions required to file Uniform Commercial Code continuation statements be taken by the Administrative Agent under the Loan Documents, in each case, which does not arise from a breach by a Loan Party of its obligations under the Loan Documents, and (ii) except as to Collateral consisting of real property Real Property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied or failed to acknowledge coverage or (ii) any of the Equity Interests of any Borrower ceasing to be pledged pursuant to the Security Agreements free of Liens other than Liens created by the Security Agreements or any nonconsensual Liens permitted by Section 7.01 or any Liens permitted under Section 7.01(v)coverage; or

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to the Existing Credit Agreement Section 4.01 or Section 6.11 or 6.13 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) 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 or failed to acknowledge coverage coverage, or (ii) any of the Equity Interests of any the Parent Borrower ceasing to be pledged pursuant to the Security Agreements Agreement free of Liens other than Liens created by the Security Agreements Agreement, the CF Facility Documentation or any nonconsensual Liens permitted by Section 7.01 or any Liens permitted under Section 7.01(v)7.01; or

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to the Existing Credit Agreement or Section 4.01, 6.11 or 6.13 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) 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 Collateral actually delivered to it representing securities and 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 or failed to acknowledge coverage coverage, or (ii) any of the Equity Interests of any the Borrower ceasing to be pledged pursuant to the Security Agreements Agreement free of Liens other than Liens created by subject to the Security Agreements ABL Intercreditor Agreement, First Lien Intercreditor Agreement (if any) and the Junior Lien Intercreditor Agreement (if any) or any nonconsensual Liens permitted arising solely by Section 7.01 or any Liens permitted under Section 7.01(v)operation of Law; or

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to Section 4.01 of the Existing Original Credit Agreement, Section 4.02 of the Second Amended and Restated Credit Agreement or Section 6.11 or 6.13 shall for any reason (other than pursuant to the terms hereof or thereof thereof, including as a result of a transaction permitted under Section 7.04 or 7.05) 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, create 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 159 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 or failed to acknowledge coverage coverage, or (ii) any of the Equity Interests of any the Borrower ceasing to be pledged pursuant to the Security Agreements Agreement free of Liens other than Liens created by the Security Agreements Agreement or any nonconsensual Liens permitted arising solely by Section 7.01 or any Liens permitted under Section 7.01(v)operation of Law; or

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to the Existing Credit Agreement or Section 4.01, Section 6.11 or Section 6.13 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) 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 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 or the equivalent in the applicable jurisdiction 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 or failed to acknowledge coverage coverage, or (ii) any of the Equity Interests of any issued by the Borrower ceasing to be pledged pursuant to the Security Agreements Agreement free of Liens other than Liens created by the Security Agreements or Collateral Documents, Liens permitted by Section 7.01(ee) and any nonconsensual Liens permitted by Section 7.01 or any Liens permitted under Section 7.01(v); or7.01;

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to Section 4.01 of the Existing Original Credit Agreement or Section 4.02 hereof or 6.11 or 6.13 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) 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, create a valid and perfected lien, with the priority required by the Collateral Documents 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 or failed to acknowledge coverage coverage, or (ii) any of the Equity Interests of any the Borrower ceasing to be pledged pursuant to the Security Agreements Agreement free of Liens other than Liens created by the Security Agreements Agreement or any nonconsensual Liens permitted arising solely by Section 7.01 or any Liens permitted under Section 7.01(v)operation of Law; or

Collateral Documents. (i) Any Lien purported to be created by any material Collateral Document after delivery thereof pursuant with respect to a material portion of the Existing Credit Agreement or Section 6.11 or 6.13 Collateral 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) cease to createbe, or any Lien purported to be created by any material 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, Lien with the priority required by the such Collateral Documents Document (or other security purported to be created on the applicable Collateral) on 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 control of Collateral or possession of certificates Collateral actually delivered to it representing securities and pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Borrower provides the Collateral Agent written notice thereof in accordance with the Security Agreement, and the Collateral Agent and the Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) or continuation statements 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 failed to acknowledge coverage or (ii) any of the Equity Interests of any Borrower ceasing to be pledged pursuant to the Security Agreements free of Liens other than Liens created by the Security Agreements or any nonconsensual Liens permitted by Section 7.01 or any Liens permitted under Section 7.01(v); or243

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to the Existing Credit Agreement Section 4.01, 6.11, 6.13 or Section 6.11 or 6.13 6.17, as applicable, shall for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction permitted not prohibited under Section 7.04 or 7.05this Agreement) 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 on and security purported to be created on the applicable Collateral) on 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 is not required pursuant to the Collateral and Guarantee Requirement or results from the failure of the Administrative Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents or to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that (x) the Parent Borrower provides the Administrative Agent written notice thereof in accordance with the Loan Documents and (y) the Administrative Agent and the Parent Borrower have agreed that the Administrative Agent will be responsible for filing such amendments) and continuation statements or in each case the equivalent in the applicable jurisdiction 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 or failed to acknowledge coverage or (ii) any of the Equity Interests of any Borrower ceasing to be pledged pursuant to the Security Agreements free of Liens other than Liens created by the Security Agreements or any nonconsensual Liens permitted by Section 7.01 or any Liens permitted under Section 7.01(v)coverage; or

Collateral Documents. (i) Any Subject in the case of the Company to the Agreed Security Principles and the Legal Reservations, any Collateral Document after delivery thereof pursuant to the Existing Credit Agreement Sections 4.01, 4.02, 6.12 or Section 6.11 or 6.13 6.14 shall for any reason (other than pursuant to the terms hereof or thereof including or solely as a result of a transaction permitted under Section 7.04 acts or 7.05) cease to create, omissions of the Administrative Agent or any Lien purported Lender) ceases to be created by any Collateral Document shall be asserted in writing by any Loan Party not to be, create a valid and perfected lienLien, with the priority required by the Collateral Documents (or other security purported subject to be created on the applicable CollateralJunior Lien Intercreditor Agreement) on and security interest in any material portion of the Collateral purported to be covered therebyCollateral, subject to Liens permitted under Section 7.01, except (i) to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent to (A) maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents or to (B) file Uniform Commercial Code continuation statements and except statements, (ii) as to Collateral consisting of real property Real Property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied or failed to acknowledge coverage coverage, or (iiiii) any of the Equity Interests of any Borrower ceasing to be pledged pursuant to the any Security Agreements Agreement free of Liens other than Liens created by the such Security Agreements Agreement or any nonconsensual Liens permitted arising solely by Section 7.01 or any Liens permitted under Section 7.01(v)operation of Law; or

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to the Existing Credit Agreement Section 4.01 or Section 6.11 or 6.13 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) 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 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 or failed to acknowledge coverage coverage, or (ii) any of the Equity Interests of any the Borrower ceasing to be pledged pursuant to the Security Agreements Agreement free of Liens other than Liens created permitted by the Security Agreements First Lien Intercreditor Agreement (if any), the Second Lien Intercreditor Agreement (if any), or any other intercreditor agreement or arrangement permitted under the terms of this Agreement or any nonconsensual Liens permitted arising solely by Section 7.01 or any Liens permitted under Section 7.01(v)operation of Law; or

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to Section 4.01 of the Existing Credit Agreement or Section 6.11 or 6.13 shall for any reason (other than pursuant to the terms hereof or thereof including in connection with a Syndication or as a result of a transaction permitted under Section 7.04 or 7.05) 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 on and security purported to be created on the applicable Collateral) on interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under, or disclosed in, the Acquisition Agreement and schedules thereto or 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 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 or failed to acknowledge coverage coverage, or (ii) any of the Equity Interests of any the Borrower ceasing to be pledged pursuant to the Security Agreements Agreement free of Liens other than Liens created by the Security Agreements Agreement or any nonconsensual Liens permitted arising solely by Section 7.01 or any Liens permitted under Section 7.01(v)operation of Law except, in the case of clauses (i) and (ii) above, as a result of ROFR Rights; or

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to the Existing Credit Agreement Section 4.01 or Section 6.11 or 6.13 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) 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 to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents or to file continuation statements under the 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 or failed to acknowledge coverage coverage, or (ii) any of the Equity Interests of held by the Borrower or any Borrower First-Tier Sibling Subsidiary that is a Guarantor ceasing to be pledged pursuant to the Security Agreements Agreement free of Liens other than Liens created by the Security Agreements Agreement or any nonconsensual Liens permitted arising solely by Section 7.01 or any Liens permitted under Section 7.01(v)operation of Law; or

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to the Existing Credit Agreement or Section 4.01, 6.11 or 6.13 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) 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 Collateral actually delivered to it representing securities and 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 or failed to acknowledge coverage coverage, or (ii) any of the Equity Interests of any the Borrower ceasing to be pledged pursuant to the Security Agreements Agreement free of Liens other than Liens created by subject to the Security Agreements ABL Intercreditor Agreement, First Lien Intercreditor Agreement (if any) and the Junior Lien Intercreditor Agreement (if any) or any nonconsensual Liens permitted arising solely by Section 7.01 operation of Law; or (k) Change of Control. There occurs any Liens permitted under Section 7.01(v); orChange of Control. SECTION 8.02.

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to the Existing Credit Agreement Section 4.01, 4.03 or Section 6.11 or 6.13 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) 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 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 or failed to acknowledge coverage coverage, or (ii) any of the Equity Interests of any the Parent Borrower ceasing to be pledged pursuant to the U.S. Security Agreements Agreement free of Liens other than Liens created by the U.S. Security Agreements Agreement or any nonconsensual Liens permitted arising solely by Section 7.01 or any Liens permitted under Section 7.01(v)operation of Law; or

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to the Existing Credit Agreement Section 4.01 or Section 6.11 or 6.13 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) 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 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 or the equivalent in the applicable jurisdiction 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 or failed to acknowledge coverage coverage, or (ii) any of the Equity Interests of any the Parent Borrower ceasing to be pledged pursuant to the U.S. Security Agreements Agreement free of Liens other than Liens created by the Security Agreements or any nonconsensual Liens permitted by Section 7.01 or any Liens permitted under Section 7.01(v); or7.01;

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to the Existing Credit Agreement, Section 5 of the Amendment Agreement or Section 6.11 or 6.13 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) 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 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 or the equivalent in the applicable jurisdiction 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 or failed to acknowledge coverage coverage, or (ii) any of the Equity Interests of any the Parent Borrower ceasing to be pledged pursuant to the U.S. Security Agreements Agreement free of Liens other than Liens created by the Security Agreements or any nonconsensual Liens permitted by Section 7.01 or any Liens permitted under Section 7.01(v); or7.01;

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to the Existing Credit Agreement Section 4.1 or Section 6.11 or 6.13 8.11 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 9.4 or 7.059.5) 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 lienLien, 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 7.019.1, except (x) to the extent that any such loss of perfection or priority results from acts or omissions of the Collateral Agent, any co-agent or sub-agent of the Collateral Agent appointed in accordance with Article XI or any Lender, including 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 Documents, (y) to file Uniform Commercial Code the extent that any UCC continuation statements and except are not filed while the Obligations are outstanding or (z) 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 or failed to acknowledge coverage or coverage; provided that, for purposes of this paragraph (ii) any of j), the Equity Interests of any Borrower ceasing Guaranty shall be deemed not to be pledged pursuant to the Security Agreements free of Liens other than Liens created by the Security Agreements or any nonconsensual Liens permitted by Section 7.01 or any Liens permitted under Section 7.01(v)a Collateral Document; or

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to the Existing Credit Agreement Section 4.01 or Section 6.11 or 6.13 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) 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 or failed to acknowledge coverage coverage, or (ii) any of the Equity Interests of any the Borrower ceasing to be pledged pursuant to the Security Agreements Agreement free of Liens other than Liens created by the Security Agreements Agreement, the ABL Facility Documentation or any nonconsensual Liens permitted by Section 7.01 or any Liens permitted under Section 7.01(v)7.01; or

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to the Existing Credit Agreement Section 4.01 or Section 6.11 or 6.13 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) 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 or failed to acknowledge coverage coverage, or (ii) any of the Equity Interests of any the Borrower ceasing to be pledged pursuant to the Security Agreements Agreement free of Liens other than Liens created permitted by the Security Agreements ABL Intercreditor Agreement, First Lien/Second Lien Intercreditor Agreement, any Pari Passu Intercreditor Agreement (if any) and the Junior Lien Intercreditor Agreement (if any) or any nonconsensual Liens permitted arising solely by Section 7.01 or any Liens permitted under Section 7.01(v)operation of Law; or

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to the Existing Credit Agreement, the Second Amendment and Restatement Agreement or Section 6.11 or Section 6.13 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) 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, create a valid and perfected lien, with the priority required by the Collateral Documents 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 or failed to acknowledge coverage coverage, or (ii) any of the Equity Interests of any the Borrower ceasing to be pledged pursuant to the Security Agreements Agreement free of Liens other than Liens created by the Security Agreements Agreement or any nonconsensual Liens permitted arising solely by Section 7.01 or any Liens permitted under Section 7.01(v)operation of Law; or

Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to the Existing Credit Agreement Section 4.01 or Section 6.11 or 6.13 shall for any reason (other than pursuant to the terms hereof or thereof including as a 117 result of a transaction permitted under Section 7.04 or 7.05) 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 or failed to acknowledge coverage coverage, or (ii) any of the Equity Interests of any the Borrower ceasing to be pledged pursuant to the Security Agreements Agreement free of Liens other than Liens created permitted by the Security Agreements ABL Intercreditor Agreement, First Lien Intercreditor (if any) and the Second Lien Intercreditor Agreement (if any) or any nonconsensual Liens permitted arising solely by Section 7.01 or any Liens permitted under Section 7.01(v)operation of Law; or