Any Lien purported to be created under any Collateral Document shall cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any Collateral with an aggregate value of $1,000,000 or more, with the priority required by the applicable Collateral Document, except (i) as a result of the sale or other disposition of the applicable Collateral in a transaction permitted under the Loan Documents or (ii) as a result of the Lender’s failure to maintain possession of any stock certificates, promissory notes or other instruments delivered to it under the Security Agreement, and in each case the foregoing is not cured within five (5) Business Days of the earlier of notice to Borrower thereof or an officer of a Loan Party having actual knowledge thereof.