Common use of Invalidity of Loan Documents; Failure of Security; Repudiation of Obligations Clause in Contracts

Invalidity of Loan Documents; Failure of Security; Repudiation of Obligations. At any time after the execution and delivery thereof, (a) any Loan Document or any provision thereof, for any reason other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void, (b) Administrative Agent shall not have or shall cease to have a valid and perfected (subject to the qualifications with respect to perfection contained in the Loan Documents) First Priority Lien in any Collateral purported to be covered by the Collateral Documents, to the extent required by the Collateral Documents, having a fair market value, individually or in the aggregate, exceeding $7,500,000 (except to the extent that any such loss of perfection or priority results from the failure of 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 when it has complete and proper information to do so), (c) any Loan Party shall contest the validity or enforceability of any Loan Document or any provision thereof in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Loan Document or any provision thereof to which it is a party or (d) any of the Obligations for any reason shall cease to be “Senior Indebtedness” (or any comparable term) under, and as defined in, any documentation relating to any Permitted Subordinated Indebtedness or any other Indebtedness that is subordinated to, or secured on a junior Lien basis with, the Obligations, or the subordination provisions set forth in any documentation relating to such Permitted Subordinated Indebtedness or other Indebtedness shall cease to be effective or cease to be legally valid, binding and enforceable against the holders thereof, or in any such case any Group Member shall assert any of the foregoing; THEN:

Invalidity of Loan Documents; Failure of Security; Repudiation of Obligations. At any time after the execution and delivery thereof, (ai) any Loan Document or any provision thereof, for any reason other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void, (bii) Administrative Collateral Agent shall not have or shall cease to have a valid and perfected (subject to the qualifications with respect to perfection contained in the Loan Documents) First Priority Lien in any Collateral purported to be covered by the Collateral Documents, to the extent required by the Collateral Documents, Documents having a fair market value, individually or in the aggregate, exceeding $7,500,000 (except to the extent that 3,500,000, in each case for any such loss of perfection or priority results from reason other than the failure of Administrative Agent or any Lender to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents take any action within its control, or to file Uniform Commercial Code continuation statements when it has complete and proper information to do so), (ciii) any Loan Party shall contest the validity or enforceability of any Loan Document or any provision thereof or the validity, perfection or priority of any Lien on any Collateral purported to be covered by the Collateral Documents having a fair market value, individually or in the aggregate, exceeding $3,500,000, in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Loan Document or any provision thereof to which it is a party party; or THEN (di) upon the occurrence of any Event of Default described in subsection 8.6 or 8.7 with respect to Company, each of (a) the unpaid principal amount of and accrued interest on the Loans, (b) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit), and (c) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Company, and the obligation of each Lender to make any Loan, the obligation of Administrative Agent to issue any Letter of Credit and the right of any Lender to issue any Letter of Credit hereunder shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to Company, declare all or any portion of the Obligations for any reason shall cease amounts described in clauses (a) through (c) above to be “Senior Indebtedness” (or any comparable term) underbe, and as defined inthe same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any documentation relating to any Permitted Subordinated Indebtedness or any other Indebtedness that is subordinated to, or secured on a junior Lien basis withLoan, the Obligationsobligation of Administrative Agent to issue any Letter of Credit and the right of any Lender to issue any Letter of Credit hereunder shall thereupon terminate; provided that, during any period in which an Event of Default described in subsection 8.3 arising solely from a breach of subsection 7.5 exists solely with respect to the Revolving Loans, Administrative Agent may, and at the request of the Requisite Revolving Lenders, shall take such actions only with respect to the Revolving Loans; provided, further, that the foregoing shall not affect in any way the obligations of Revolving Lenders under subsection 3.3C(i) or the subordination provisions set forth obligations of Revolving Lenders to purchase assignments of any unpaid Swing Line Loans as provided in any documentation relating subsection 2.1A(iii). Any amounts described in clause (b) above, when received by Administrative Agent, shall be held by Administrative Agent pursuant to such Permitted Subordinated Indebtedness or the terms of this Agreement and the other Indebtedness Loan Documents and shall cease to be effective or cease to be legally valid, binding applied as herein and enforceable against the holders thereof, or in any such case any Group Member shall assert any of the foregoing; THEN:therein provided.

Invalidity of Loan Documents; Failure of Security; Repudiation of Obligations. At any time after the execution and delivery thereof, (a) any Loan Document or any provision thereof, for any reason other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void, (b) Administrative Agent shall not have or shall cease to have a valid and perfected (subject to the qualifications with respect to perfection contained in the Loan Documents) First Priority Lien in any Collateral purported to be covered by the Collateral Documents, to the extent required by the Collateral Documents, Documents having a fair market value, individually or in the aggregate, exceeding $7,500,000 (except to the extent that ________, in each case for any such loss of perfection or priority results from reason other than the failure of Administrative Agent or any Lender to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents take any action within its control, or to file Uniform Commercial Code continuation statements when it has complete and proper information to do so), (c) any Loan Party shall contest the validity or enforceability of any Loan Document or any provision thereof in writing or deny in writing that it has any further liability, including with respect to future advances by LendersXxxxxxx, under any Loan Document or any provision thereof to which it is a party party; THEN (a) upon the occurrence of any Event of Default described in subsection 8.6 or 8.7, each of (di) the unpaid principal amount of and accrued interest on the Loans and (ii) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Company, and the obligation of each Lender to make any Loan hereunder shall thereupon terminate, and (b) upon the occurrence and during the continuation of any other Event of Default, Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to Company, declare all or any portion of the Obligations for any reason shall cease amounts described in clauses (i) and (ii) above to be “Senior Indebtedness” (or any comparable term) underbe, and as defined inthe same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any documentation relating Loan hereunder shall thereupon terminate. Any amounts described in clause (ii) above, when received by Administrative Agent, shall be held by Administrative Agent pursuant to any Permitted Subordinated Indebtedness or any other Indebtedness that is subordinated to, or secured on a junior Lien basis with, the Obligations, or the subordination provisions set forth in any documentation relating to such Permitted Subordinated Indebtedness or other Indebtedness shall cease to be effective or cease to be legally valid, binding and enforceable against the holders thereof, or in any such case any Group Member shall assert any terms of the foregoing; THEN:Security Agreement and shall be applied as therein provided.

Invalidity of Loan Documents; Failure of Security; Repudiation of Obligations. At any time after the execution and delivery thereof, (ai) the Credit Agreement or any Loan Document Note or any provision thereof, for any reason other than the satisfaction in full of or all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void, (bii) the Subsidiary Guaranty, for any reason other than the satisfaction in full of all Obligations or upon the release of any Subsidiary Guarantor in connection with an Asset Sale permitted hereby, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void, (iii) any Collateral Document, for any reason other than the satisfaction in full of the Obligations or upon a release of Collateral in accordance with the terms hereof or thereof, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void, or Administrative Agent shall not have or shall cease to have a valid and perfected (subject to the qualifications with respect to perfection contained in the Loan Documents) First Priority Lien in any Collateral purported to be covered by the Collateral Documents, to the extent required by the Collateral Documents, having a fair market value, individually or in the aggregate, exceeding $7,500,000 (except to the extent that Documents for any such loss of perfection or priority results from reason other than the failure of Administrative Agent or any Lender to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents take any action within its control, or to file Uniform Commercial Code continuation statements when it has complete and proper information to do so), (civ) any Loan Party shall contest the validity or enforceability of any Loan Document or any provision thereof or the validity or first priority of any First Priority Lien in any Collateral purported to be covered by the Collateral Documents in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Loan Document or any provision thereof to which it is a party party: THEN (i) upon the occurrence of any Event of Default described in subsection 8.6 or 8.7, each of (da) the unpaid principal amount of and accrued interest on the Loans, (b) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit), and (c) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Company, and the obligation of each Lender to make any Loan, the obligation of Administrative Agent to issue any Letter of Credit and the right of any Lender to issue any Letter of Credit hereunder shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, Administrative Agent shall, upon the written request of Requisite Lenders, by written notice to Company, declare all or any portion of the Obligations for any reason shall cease amounts described in clauses (a) through (c) above to be “Senior Indebtedness” (or any comparable term) underbe, and as defined inthe same shall forthwith become, immediately due and payable, without presentment, demand, protest or other requirements of any documentation relating kind, all of which are hereby expressly waived by Company, and the obligation of each Lender to make any Permitted Subordinated Indebtedness or any other Indebtedness that is subordinated to, or secured on a junior Lien basis withLoan, the Obligations, obligation of Administrative Agent to issue any Letter of Credit and the right of any Lender to issue any Letter of Credit hereunder shall thereupon terminate; provided that the foregoing shall not affect in any way the obligations of Revolving Lenders under subsection 3.3C(i) or the subordination provisions set forth obligations of Revolving Lenders to purchase assignments of any unpaid Swing Line Loans as provided in any documentation relating subsection 2.1A(iii). Any amounts described in clause (b) above, when received by Administrative Agent, shall be held by Administrative Agent pursuant to such Permitted Subordinated Indebtedness or other Indebtedness shall cease to be effective or cease to be legally valid, binding and enforceable against the holders thereof, or in any such case any Group Member shall assert any terms of the foregoing; THEN:Security Agreement and shall be applied as therein provided.

Invalidity of Loan Documents; Failure of Security; Repudiation of Obligations. At any time after the execution and delivery thereof, (ai) any Loan Document or any provision thereof, for any reason reason, other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void, (bii) any Collateral Document shall cease to be in full force and effect (other than by reason of a release of Collateral thereunder in accordance with the terms hereof or thereof, the satisfaction in full of the Obligations or any other termination of such Collateral Document in accordance with the terms hereof or thereof) or shall be declared null and void, or Administrative Agent shall not have or shall cease to have a valid and perfected (subject to the qualifications with respect to perfection contained in the Loan Documents) First Second Priority Lien in any Collateral purported to be covered by the Collateral Documentsthereby (other than in accordance with its terms), to the extent required by the Collateral Documents, having a fair market value, individually or in the aggregate, exceeding $7,500,000 (except to the extent that each case for any such loss of perfection or priority results from reason other than the failure of Administrative Agent or any Lender to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents take any action within its control, or to file Uniform Commercial Code continuation statements when it has complete and proper information to do so), (ciii) any Loan Party shall contest the validity or enforceability of any Loan Document or any provision thereof in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Loan Document or any provision thereof to which it is a party party: THEN (i) upon the occurrence of any Event of Default described in subsection 8.6, 8.7 or 8.11, each of (da) the unpaid principal amount of and accrued interest on the Loans, and (b) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Company, and the obligation of each Lender to make any Loan hereunder shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to Company, declare all or any portion of the amounts described in clauses (a) and (b) above to be, and the same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any Loan hereunder shall thereupon terminate. Notwithstanding anything contained in the second preceding paragraph, if at any time within 60 days after an acceleration of the Loans pursuant to clause (ii) of such paragraph Company shall pay all arrears of interest and all payments on account of principal which shall have become due other than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to subsection 10.6, then Requisite Lenders, by written notice to Company, may at their option rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Lenders from exercising any of the Obligations for rights or remedies available to them under any reason shall cease to be “Senior Indebtedness” (or any comparable term) underof the Loan Documents, and as defined in, any documentation relating to any Permitted Subordinated Indebtedness or any other Indebtedness that is subordinated to, or secured on a junior Lien basis with, even if the Obligations, or the subordination provisions conditions set forth in any documentation relating to such Permitted Subordinated Indebtedness or other Indebtedness shall cease to be effective or cease to be legally valid, binding and enforceable against the holders thereof, or in any such case any Group Member shall assert any of the foregoing; THEN:this paragraph are met.

Invalidity of Loan Documents; Failure of Security; Repudiation of Obligations. At any time after the execution and delivery thereof, (ai) this Agreement or any Loan Document Note or any provision thereof, for any reason other than the satisfaction in full of or all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void, (bii) the Subsidiary Guaranty, for any reason other than the satisfaction in full of all Obligations or upon the release of any Subsidiary Guarantor in connection with an Asset Sale permitted hereby, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void, (iii) any Collateral Document, for any reason other than the satisfaction in full of the Obligations or upon a release of Collateral in accordance with the terms hereof or thereof, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void, or Administrative Agent shall not have or shall cease to have a valid and perfected (subject to the qualifications with respect to perfection contained in the Loan Documents) First Priority Lien in any material Collateral purported to be covered by the Collateral Documents, to the extent required by the Collateral Documents, having a fair market value, individually or in the aggregate, exceeding $7,500,000 (except to the extent that Documents for any such loss of perfection or priority results from reason other than the failure of Administrative Agent or any Lender to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents take any action within its control, or to file Uniform Commercial Code continuation statements when it has complete and proper information to do so), (civ) any Loan Party shall contest the validity or enforceability of any Loan Document or any provision thereof or the validity or first priority of any First Priority Lien in any Collateral purported to be covered by the Collateral Documents in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Loan Document or any provision thereof to which it is a party party; THEN (i) upon the occurrence of any Event of Default described in subsection 8.6 or 8.7, each of (da) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit), and shall be required to be deposited with the Administrative Agent as Cash Collateral, and (b) the unpaid principal amount of and accrued interest on the Loans and all other Obligations (other than Secured Hedge Obligations) shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Company, and the obligation of each Lender to make any Loan, the obligation of Administrative Agent to issue any Letter of Credit and the right of any Lender to issue any Letter of Credit hereunder shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, Administrative Agent shall, upon the written request of Requisite Lenders, by written notice to Company, (x) declare all or any portion of the Obligations for amounts described in clause (b) above to be, and the same shall forthwith become, immediately due and payable, without presentment, demand, protest or other requirements of any reason shall cease kind, all of which are hereby expressly waived by Borrowers, (y) declare the obligation of each Lender to make any Loan and the obligation of the Issuing Lender to issue any Letter of Credit hereunder to be “Senior Indebtedness” (or any comparable term) underterminated, whereupon such obligations shall be terminated, and as defined in, (c) require that Company Cash Collateralize the Letters of Credit (in an amount equal to the outstanding amount of all such Letters of Credit); provided that the foregoing shall not affect in any documentation relating to any Permitted Subordinated Indebtedness or any other Indebtedness that is subordinated to, or secured on a junior Lien basis with, way the Obligations, obligations of Revolving Lenders under subsection 3.3C(i) or the subordination provisions set forth obligations of Revolving Lenders to purchase participations of any unpaid Swing Line Loans as provided in any documentation relating to such Permitted Subordinated Indebtedness or other Indebtedness shall cease to be effective or cease to be legally valid, binding and enforceable against the holders thereof, or in any such case any Group Member shall assert any of the foregoing; THEN:subsection 2.1A(iii).

Invalidity of Loan Documents; Failure of Security; Repudiation of Obligations. At any time after the execution and delivery thereof, (ai) any Loan Document or any provision thereof, for any reason other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void, (bii) Administrative Agent shall not have or shall cease to have a valid and perfected (subject to the qualifications with respect to perfection contained in the Loan Documents) First Priority Lien in any Collateral purported to be covered by the Collateral Documents, to the extent required by the Collateral Documents, having a fair market value, individually or in the aggregate, exceeding $7,500,000 (except to the extent that each case for any such loss of perfection or priority results from reason other than the failure of Administrative Agent or any Lender to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents take any action within its control, or to file Uniform Commercial Code continuation statements when it has complete and proper information to do so), (ciii) any Loan Party shall contest the validity or enforceability of any Loan Document or any provision thereof in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Loan Document or any provision thereof to which it is a party party; THEN (i) upon the occurrence of any Event of Default described in subsection 8.6 or 8.7, each of (da) the unpaid principal amount of and accrued interest on the Loans, (b) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have Ruths_Second Amended and Restated Credit Agreement (2) presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit), and (c) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Company, and the obligation of each Lender to make any Loan, the obligation of Administrative Agent to issue any Letter of Credit and the right of Issuing Lender to issue any Letter of Credit hereunder shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to Company, declare all or any portion of the Obligations for any reason shall cease amounts described in clauses (a) through (c) above to be “Senior Indebtedness” (or any comparable term) underbe, and as defined inthe same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any documentation relating to any Permitted Subordinated Indebtedness or any other Indebtedness that is subordinated to, or secured on a junior Lien basis withLoan, the Obligations, obligation of Issuing Lender to issue any Letter of Credit hereunder shall thereupon terminate; provided that the foregoing shall not affect in any way the obligations of Revolving Lenders under subsection 3.3C(i) or the subordination provisions set forth obligations of Revolving Lenders to purchase assignments of any unpaid Swing Line Loans as provided in any documentation relating subsection 2.1A(ii). Any amounts described in clause (b) above, when received by Administrative Agent, shall be held by Administrative Agent pursuant to such Permitted Subordinated Indebtedness or other Indebtedness shall cease to be effective or cease to be legally valid, binding and enforceable against the holders thereof, or in any such case any Group Member shall assert any terms of the foregoing; THEN:Pledge Agreement and shall be applied as therein provided.

Invalidity of Loan Documents; Failure of Security; Repudiation of Obligations. At any time after the execution and delivery thereof, (ai) any Loan Document or any material provision thereof, for any reason other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void, (bii) Administrative Agent shall not have or shall cease to have a 82 Credit Agreement valid and perfected (subject to the qualifications with respect to perfection contained in the Loan Documents) First Priority Lien in any material Collateral purported to be covered by the Collateral Documents, to the extent required by the Collateral Documents, having a fair market value, individually or in the aggregate, exceeding $7,500,000 (except to the extent that each case for any such loss of perfection or priority results from reason other than the failure of Administrative Agent or any Lender to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents take any action within its control, or to file Uniform Commercial Code continuation statements when it has complete and proper information to do so), (ciii) any Loan Party shall contest the validity or enforceability of any Loan Document or any material provision thereof in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Loan Document or any provision thereof to which it is a party party: THEN (i) upon the occurrence of any Event of Default described in subsection 8.6 or 8.7, each of (da) the unpaid principal amount of and accrued interest on the Loans, (b) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit), and (c) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Company, and the obligation of each Lender to make any Loan, the obligation of Administrative Agent to issue any Letter of Credit and the right of any Lender to issue any Letter of Credit hereunder shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to Company, declare all or any portion of the Obligations for any reason shall cease amounts described in clauses (a) through (c) above to be “Senior Indebtedness” (or any comparable term) underbe, and as defined inthe same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any documentation relating to any Permitted Subordinated Indebtedness or any other Indebtedness that is subordinated to, or secured on a junior Lien basis withLoan, the Obligations, or obligation of Administrative Agent to issue any Letter of Credit and the subordination provisions set forth right of any Lender to issue any Letter of Credit hereunder shall thereupon terminate; provided that the foregoing shall not affect in any documentation relating way the obligations of Revolving Lenders under subsection 3.3C(i). Any amounts described in clause (b) above, when received by Administrative Agent, shall be held by Administrative Agent pursuant to such Permitted Subordinated Indebtedness or other Indebtedness shall cease to be effective or cease to be legally valid, binding and enforceable against the holders thereof, or in any such case any Group Member shall assert any terms of the foregoing; THEN:Security Agreement and shall be applied as therein provided.

Invalidity of Loan Documents; Failure of Security; Repudiation of Obligations. At any time after the execution and delivery thereof, (ai) this Agreement or any Loan Document Note or any provision thereof, for any reason other than the satisfaction in full of or all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void, (bii) the Subsidiary Guaranty, for any reason other than the satisfaction in full of all Obligations or upon the release of any Subsidiary Guarantor in connection with an Asset Sale permitted hereby, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void, (iii) any Collateral Document, for any reason other than the satisfaction in full of the Obligations or upon a release of Collateral in accordance with the terms hereof or thereof, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void, or Administrative Agent shall not have or shall cease to have a valid and perfected (subject to the qualifications with respect to perfection contained in the Loan Documents) First Priority Lien in any Collateral purported to be covered by the Collateral Documents, to the extent required by the Collateral Documents, having a fair market value, individually or in the aggregate, exceeding $7,500,000 (except to the extent that Documents for any such loss of perfection or priority results from reason other than the failure of Administrative Agent or any Lender to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents take any action within its control, or to file Uniform Commercial Code continuation statements when it has complete and proper information to do so), (civ) any Loan Party shall contest the validity or enforceability of any Loan Document or any provision thereof or the validity or first priority of any First Priority Lien in any Collateral purported to be covered by the Collateral Documents in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Loan Document or any provision thereof to which it is a party party: THEN (i) upon the occurrence of any Event of Default described in subsection 8.6 or 8.7, each of (da) the unpaid principal amount of and accrued interest on the Loans, (b) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates 131 required to draw under such Letter of Credit), and (c) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Company, and the obligation of each Lender to make any Loan, the obligation of Administrative Agent to issue any Letter of Credit and the right of any Lender to issue any Letter of Credit hereunder shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, Administrative Agent shall, upon the written request of Requisite Lenders, by written notice to Company, (x) declare all or any portion of the Obligations for amounts described in clauses (a) through (c) above to be, and the same shall forthwith become, immediately due and payable, without presentment, demand, protest or other requirements of any reason shall cease kind, all of which are hereby expressly waived by Borrowers, (y) declare the obligation of each Lender to make any Loan and the obligation of the Issuing Lender to issue any Letter of Credit hereunder to be “Senior Indebtedness” (or any comparable term) underterminated, whereupon such obligations shall be terminated, and as defined in, (c) require that Company Cash Collateralize the Letters of Credit (in an amount equal to the outstanding amount of all such Letters of Credit) ; provided that the foregoing shall not affect in any documentation relating to any Permitted Subordinated Indebtedness or any other Indebtedness that is subordinated to, or secured on a junior Lien basis with, way the Obligations, obligations of Revolving Lenders under subsection 3.3C(i) or the subordination provisions set forth obligations of Revolving Lenders to purchase participations of any unpaid Swing Line Loans as provided in any documentation relating to such Permitted Subordinated Indebtedness or other Indebtedness shall cease to be effective or cease to be legally valid, binding and enforceable against the holders thereof, or in any such case any Group Member shall assert any of the foregoing; THEN:subsection 2.1A(iii).

Invalidity of Loan Documents; Failure of Security; Repudiation of Obligations. At any time after the execution and delivery thereof, (ai) this Agreement or any Loan Document Note or any provision thereof, for any reason other than the satisfaction in full of or all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void, (bii) the Subsidiary Guaranty, for any reason other than the satisfaction in full of all Obligations or upon the release of any Subsidiary Guarantor in connection with an Asset Sale permitted hereby, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void, (iii) any Collateral Document, for any reason other than the satisfaction in full of the Obligations or upon a release of Collateral in accordance with the terms hereof or thereof, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void, or Administrative Agent shall not have or shall cease to have a valid and perfected (subject to the qualifications with respect to perfection contained in the Loan Documents) First Priority Lien in any Collateral purported to be covered by the Collateral Documents, to the extent required by the Collateral Documents, having a fair market value, individually or in the aggregate, exceeding $7,500,000 (except to the extent that Documents for any such loss of perfection or priority results from reason other than the failure of Administrative Agent or any Lender to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents take any action within its control, or to file Uniform Commercial Code continuation statements when it has complete and proper information to do so), (civ) any Loan Party shall contest the validity or enforceability of any Loan Document or any provision thereof or the validity or first priority of any First Priority Lien in any Collateral purported to be covered by the Collateral Documents in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Loan Document or any provision thereof to which it is a party party; THEN (i) upon the occurrence of any Event of Default described in subsection 8.6 or 8.7, each of (da) the unpaid principal amount of and accrued interest on the Loans, (b) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit), and (c) all other Obligations (other than Secured Hedge Obligations) shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Company, and the obligation of each Lender to make any Loan, the obligation of Administrative Agent to issue any Letter of Credit and the right of any Lender to issue any Letter of Credit hereunder shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, Administrative Agent shall, upon the written request of Requisite Lenders, by written notice to Company, (x) declare all or any portion of the Obligations for amounts described in clauses (a) through (c) above to be, and the same shall forthwith become, immediately due and payable, without presentment, demand, protest or other requirements of any reason shall cease kind, all of which are hereby expressly waived by Borrowers, (y) declare the obligation of each Lender to make any Loan and the obligation of the Issuing Lender to issue any Letter of Credit hereunder to be “Senior Indebtedness” (or any comparable term) underterminated, whereupon such obligations shall be terminated, and as defined in, (c) require that Company Cash Collateralize the Letters of Credit (in an amount equal to the outstanding amount of all such Letters of Credit); provided that the foregoing shall not affect in any documentation relating to any Permitted Subordinated Indebtedness or any other Indebtedness that is subordinated to, or secured on a junior Lien basis with, way the Obligations, obligations of Revolving Lenders under subsection 3.3C(i) or the subordination provisions set forth obligations of Revolving Lenders to purchase participations of any unpaid Swing Line Loans as provided in any documentation relating to such Permitted Subordinated Indebtedness or other Indebtedness shall cease to be effective or cease to be legally valid, binding and enforceable against the holders thereof, or in any such case any Group Member shall assert any of the foregoing; THEN:subsection 2.1A(iii).

Invalidity of Loan Documents; Failure of Security; Repudiation of Obligations. At any time after the execution and delivery thereof, (ai) any Loan Document or any provision thereof, for any reason other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void, (bii) Administrative Agent shall not have or shall cease to have a valid and perfected (subject to the qualifications with respect to perfection contained in the Loan Documents) First Priority Lien in any Collateral purported to be covered by the Collateral Documents, to the extent required by the Collateral Documents, having a fair market value, individually or in the aggregate, exceeding $7,500,000 (except to the extent that each case for any such loss of perfection or priority results from reason other than the failure of Administrative Agent or any Lender to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents take any action within its control, or to file Uniform Commercial Code continuation statements when it has complete and proper information to do so), (ciii) any Loan Party shall contest the validity or enforceability of any Loan Document or any provision thereof in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Loan Document or any provision thereof to which it is a party party: THEN (i) upon the occurrence of any Event of Default described in subsection 8.6 or 8.7, each of (da) the unpaid principal amount of and accrued interest on the Loans, (b) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit), and (c) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Company, and the obligation of each Lender to make any Loan, the obligation of Administrative Agent to issue any Letter of Credit and the right of Issuing Lender to issue any Letter of Credit hereunder shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to Company, declare all or any portion of the Obligations for any reason shall cease amounts described in clauses (a) through (c) above to be “Senior Indebtedness” (or any comparable term) underbe, and as defined inthe same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any documentation relating to any Permitted Subordinated Indebtedness or any other Indebtedness that is subordinated to, or secured on a junior Lien basis withLoan, the Obligations, obligation of Issuing Lender to issue any Letter of Credit hereunder shall thereupon terminate; provided that the foregoing shall not affect in any way the obligations of Revolving Lenders under subsection 3.3C(i) or the subordination provisions set forth obligations of Revolving Lenders to purchase assignments of any unpaid Swing Line Loans as provided in any documentation relating subsection 2.1A(ii). Any amounts described in clause (b) above, when received by Administrative Agent, shall be held by Administrative Agent pursuant to such Permitted Subordinated Indebtedness or other Indebtedness shall cease to be effective or cease to be legally valid, binding and enforceable against the holders thereof, or in any such case any Group Member shall assert any terms of the foregoing; THEN:Pledge Agreement and shall be applied as therein provided.

Invalidity of Loan Documents; Failure of Security; Repudiation of Obligations. At any time after the execution and delivery thereof, (ai) any Any Loan Document or any provision thereof, for any reason other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void, (bii) Administrative Collateral Agent shall not have or shall cease to have a valid and perfected (subject to the qualifications with respect to perfection contained in the Loan Documentsa) First Priority Lien in on any Collateral purported to be covered by the Collateral Documents, to the extent required by the Collateral Documents, Documents having a fair market value, individually or in the aggregate, exceeding $7,500,000 (except to the extent that 4,000,000, in each case for any such loss of perfection or priority results from reason other than the failure of Administrative Agent or any Lender to maintain possession of certificates actually delivered to it representing securities pledged under take any action within its control, or (b) Lien on the Collateral Documents or purported to file Uniform Commercial Code continuation statements when it has complete and proper information to do so)secure the ABL Obligations, (ciii) any Loan Party shall contest the validity or enforceability of any Loan Document or any provision thereof or the validity, perfection or priority of any Lien on any Collateral purported to be covered by the Collateral Documents having a fair market value, individually or in the aggregate, exceeding $4,000,000 (provided such threshhold shall not apply to Collateral purported to secure the ABL Oblgiations), in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Loan Document or any provision thereof to which it is a party party; or THEN (di) upon the occurrence of any Event of Default described in subsection 8.6 or 8.7 with respect to Company, each of (a) the unpaid principal amount of and accrued interest on the Loans and (b) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Company, and the obligation of each Lender to make any Loan shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to Company, declare all or any portion of the Obligations for any reason shall cease amounts described in clauses (a) and (b) above to be “Senior Indebtedness” (or any comparable term) underbe, and the same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any Loan hereunder shall thereupon terminate. Any amounts described in clause (b) above, when received by Administrative Agent, shall be held by Administrative Agent pursuant to the terms of this Agreement and the other Loan Documents and shall be applied as defined in, any documentation relating to any Permitted Subordinated Indebtedness or any other Indebtedness that is subordinated to, or secured on a junior Lien basis with, the Obligations, or the subordination provisions set forth in any documentation relating to such Permitted Subordinated Indebtedness or other Indebtedness shall cease to be effective or cease to be legally valid, binding herein and enforceable against the holders thereof, or in any such case any Group Member shall assert any of the foregoing; THEN:therein provided.

Invalidity of Loan Documents; Failure of Security; Repudiation of Obligations. At any time after the execution and delivery thereof, (ai) the Credit Agreement or any Loan Document Note or any provision thereof, for any reason other than the satisfaction in full of or all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void, (bii) the Subsidiary Guaranty, for any reason other than the satisfaction in full of all Obligations or upon the release of any Subsidiary Guarantor in connection with an Asset Sale permitted hereby, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void, (iii) any Collateral Document, for any reason other than the satisfaction in full of the Obligations or upon a release of Collateral in accordance with the terms hereof or thereof, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void, or Administrative Agent shall not have or shall cease to have a valid and perfected (subject to the qualifications with respect to perfection contained in the Loan Documents) First Priority Lien in any Collateral purported to be covered by the Collateral Documents, to the extent required by the Collateral Documents, having a fair market value, individually or in the aggregate, exceeding $7,500,000 (except to the extent that Documents for any such loss of perfection or priority results from reason other than the failure of Administrative Agent or any Lender to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents take any action within its control, or to file Uniform Commercial Code continuation statements when it has complete and proper information to do so), (civ) any Loan Party shall contest the validity or enforceability of any Loan Document or any provision thereof or the validity or first priority of any First Priority Lien in any Collateral purported to be covered by the Collateral Documents in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Loan Document or any provision thereof to which it is a party party: THEN (i) upon the occurrence of any Event of Default described in subsection 8.6 or 8.7, each of (da) the unpaid principal amount of and accrued interest on the Loans, (b) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit), and (c) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Company, and the obligation of each Lender to make any Loan, the obligation of Administrative Agent to issue any Letter of Credit and the right of any Lender to issue any Letter of Credit hereunder shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, Administrative Agent shall, upon the written request of Requisite Lenders, by written notice to Company, declare all or any portion of the Obligations for any reason shall cease amounts described in clauses (a) through (c) above to be “Senior Indebtedness” (or any comparable term) underbe, and as defined inthe same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any documentation relating to any Permitted Subordinated Indebtedness or any other Indebtedness that is subordinated to, or secured on a junior Lien basis withLoan, the Obligations, obligation of Administrative Agent to issue any Letter of Credit and the right of any Lender to issue any Letter of Credit hereunder shall thereupon terminate; provided that the foregoing shall not affect in any way the obligations of Revolving Lenders under subsection 3.3C(i) or the subordination provisions set forth obligations of Revolving Lenders to purchase assignments of any unpaid Swing Line Loans as provided in any documentation relating subsection 2.1A(iii). Any amounts described in clause (b) above, when received by Administrative Agent, shall be held by Administrative Agent pursuant to such Permitted Subordinated Indebtedness or other Indebtedness shall cease to be effective or cease to be legally valid, binding and enforceable against the holders thereof, or in any such case any Group Member shall assert any terms of the foregoing; THEN:Security Agreement and shall be applied as therein provided

Invalidity of Loan Documents; Failure of Security; Repudiation of Obligations. At any time after the execution and delivery thereof, (ai) any Loan Document or any provision thereof, for any reason reason, other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared 118 to be null and void, (bii) any Collateral Document shall cease to be in full force and effect (other than by reason of a release of Collateral thereunder in accordance with the terms hereof or thereof, the satisfaction in full of the Obligations or any other termination of such Collateral Document in accordance with the terms hereof or thereof) or shall be declared null and void, or Administrative Agent shall not have or shall cease to have a valid and perfected (subject to the qualifications with respect to perfection contained in the Loan Documents) First Priority Lien in any Collateral purported to be covered by the Collateral Documentsthereby (other than in accordance with its terms), to the extent required by the Collateral Documents, having a fair market value, individually or in the aggregate, exceeding $7,500,000 (except to the extent that each case for any such loss of perfection or priority results from reason other than the failure of Administrative Agent or any Lender to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents take any action within its control, or to file Uniform Commercial Code continuation statements when it has complete and proper information to do so), (ciii) any Loan Party shall contest the validity or enforceability of any Loan Document or any provision thereof in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Loan Document or any provision thereof to which it is a party party: THEN (i) upon the occurrence of any Event of Default described in subsection 8.6, 8.7 or 8.11, each of (da) the unpaid principal amount of and accrued interest on the Loans, (b) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit), and (c) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Company, and the obligation of each Lender to make any Loan, the obligation of Administrative Agent to issue any Letter of Credit and the right of any Lender to issue any Letter of Credit hereunder shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to Company, declare all or any portion of the amounts described in clauses (a) through (c) above to be, and the same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any Loan, the obligation of Administrative Agent to issue any Letter of Credit and the right of any Lender to issue any Letter of Credit hereunder shall thereupon terminate; provided that the foregoing shall not affect in any way the obligations of Revolving Lenders under subsection 3.3C(i) or the obligations of Revolving Lenders to purchase assignments of any unpaid Swing Line Loans as provided in subsection 2.1A(iii). Any amounts described in clause (b) above, when received by Administrative Agent, shall be held by Administrative Agent pursuant to the terms of the Security Agreement and shall be applied as therein provided. Notwithstanding anything contained in the second preceding paragraph, if at any time within 60 days after an acceleration of the Loans pursuant to clause (ii) of such paragraph Company shall pay all arrears of interest and all payments on account of principal which shall have become due other than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to subsection 10.6, then Requisite Lenders, by written notice to Company, may at their option rescind and annul such acceleration and its 119 consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Lenders from exercising any of the Obligations for rights or remedies available to them under any reason shall cease to be “Senior Indebtedness” (or any comparable term) underof the Loan Documents, and as defined in, any documentation relating to any Permitted Subordinated Indebtedness or any other Indebtedness that is subordinated to, or secured on a junior Lien basis with, even if the Obligations, or the subordination provisions conditions set forth in any documentation relating to such Permitted Subordinated Indebtedness or other Indebtedness shall cease to be effective or cease to be legally valid, binding and enforceable against the holders thereof, or in any such case any Group Member shall assert any of the foregoing; THEN:this paragraph are met.

Invalidity of Loan Documents; Failure of Security; Repudiation of Obligations. At any time after the execution and delivery thereof, (ai) any Loan Document or any provision thereof, for any reason reason, other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void, (bii) any Collateral Document shall cease to be in full force and effect (other than by reason of a release of Collateral thereunder in accordance with the terms hereof or thereof, the satisfaction in full of the Obligations or any other termination of such Collateral Document in accordance with the terms hereof or thereof) or shall be declared null and void, or Administrative Agent shall not have or shall cease to have a valid and perfected (subject to the qualifications with respect to perfection contained in the Loan Documents) First Priority Lien in any Collateral purported to be covered by the Collateral Documentsthereby (other than in accordance with its terms), to the extent required by the Collateral Documents, having a fair market value, individually or in the aggregate, exceeding $7,500,000 (except to the extent that each case for any such loss of perfection or priority results from reason other than the failure of Administrative Agent or any Lender to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents take any action within its control, or to file Uniform Commercial Code continuation statements when it has complete and proper information to do so), (ciii) any Loan Party shall contest the validity or enforceability of any Loan Document or any provision thereof in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Loan Document or any provision thereof to which it is a party party: THEN (i) upon the occurrence of any Event of Default described in subsection 8.6, 8.7 or 8.11, each of (da) the unpaid principal amount of and accrued interest on the Loans, (b) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit), and (c) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Company, and the obligation of each Lender to make any Loan, the obligation of Administrative Agent to issue any Letter of Credit and the right of any Lender to issue any Letter of Credit hereunder shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to Company, declare all or any portion of the amounts described in clauses (a) through (c) above to be, and the same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any Loan, the obligation of Administrative Agent to issue any Letter of Credit and the right of any Lender to issue any Letter of Credit hereunder shall thereupon terminate; provided that the foregoing shall not affect in any way the obligations of Revolving Lenders under subsection 3.3C(i) or the obligations of Revolving Lenders to purchase assignments of any unpaid Swing Line Loans as provided in subsection 2.1A(iii). Any amounts described in clause (b) above, when received by Administrative Agent, shall be held by Administrative Agent pursuant to the terms of the Security Agreement and shall be applied as therein provided. Notwithstanding anything contained in the second preceding paragraph, if at any time within 60 days after an acceleration of the Loans pursuant to clause (ii) of such paragraph Company shall pay all arrears of interest and all payments on account of principal which shall have become due other than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to subsection 10.6, then Requisite Lenders, by written notice to Company, may at their option rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended, directly or indirectly, to benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Lenders from exercising any of the Obligations for rights or remedies available to them under any reason shall cease to be “Senior Indebtedness” (or any comparable term) underof the Loan Documents, and as defined in, any documentation relating to any Permitted Subordinated Indebtedness or any other Indebtedness that is subordinated to, or secured on a junior Lien basis with, even if the Obligations, or the subordination provisions conditions set forth in any documentation relating to such Permitted Subordinated Indebtedness or other Indebtedness shall cease to be effective or cease to be legally valid, binding and enforceable against the holders thereof, or in any such case any Group Member shall assert any of the foregoing; THEN:this paragraph are met.

Invalidity of Loan Documents; Failure of Security; Repudiation of Obligations. At any time after the execution and delivery thereof, (ai) this Agreement or any Loan Document Note or any provision thereof, for any reason other than the satisfaction in full of or all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void, (bii) any 123 of the Guaranties, for any reason other than the satisfaction in full of all Obligations or upon the release of any Subsidiary Guarantor in connection with an asset sale permitted hereby, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void, (iii) any Collateral Document, for any reason other than the satisfaction in full of the Obligations or upon a release of Collateral in accordance with the terms hereof or thereof, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void, or Administrative Agent shall not have or shall cease to have a valid and perfected (subject to the qualifications with respect to perfection contained in the Loan Documents) First Priority Lien in any material Collateral purported to be covered by the Collateral Documents, to the extent required by the Collateral Documents, having a fair market value, individually or in the aggregate, exceeding $7,500,000 (except to the extent that Documents for any such loss of perfection or priority results from reason other than the failure of Administrative Agent or any Lender to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents take any action within its control, or to file Uniform Commercial Code continuation statements when it has complete and proper information to do so), (civ) any Loan Party shall contest the validity or enforceability of any Loan Document or any provision thereof or the validity or first priority of any First Priority Lien in any Collateral purported to be covered by the Collateral Documents in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Loan Document or any provision thereof to which it is a party party; THEN (i) upon the occurrence of any Event of Default described in subsection 8.6 or 8.7, each of (da) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit), and shall be required to be deposited with the Administrative Agent as Cash Collateral, and (b) the unpaid principal amount of and accrued interest on the Loans and all other Obligations (other than Secured Hedge Obligations) shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Company, and the obligation of each Lender to make any Loan, the obligation of Administrative Agent to issue any Letter of Credit and the right of any Lender to issue any Letter of Credit hereunder shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, Administrative Agent shall, upon the written request of Requisite Lenders, by written notice to Company, (x) declare all or any portion of the Obligations for amounts described in clause (b) above to be, and the same shall forthwith become, immediately due and payable, without presentment, demand, protest or other requirements of any reason shall cease kind, all of which are hereby expressly waived by Borrowers, (y) declare the obligation of each Lender to make any Loan and the obligation of the Issuing Lender to issue any Letter of Credit hereunder to be “Senior Indebtedness” (or any comparable term) underterminated, whereupon such obligations shall be terminated, and as defined in, (c) require that Company Cash Collateralize the Letters of Credit (in an amount equal to the outstanding amount of all such Letters of Credit); provided that the foregoing shall not affect in any documentation relating to any Permitted Subordinated Indebtedness or any other Indebtedness that is subordinated to, or secured on a junior Lien basis with, way the Obligations, obligations of Revolving Lenders under subsection 3.3C(i) or the subordination provisions set forth obligations of Revolving Lenders to purchase participations of any unpaid Swing Line Loans as provided in any documentation relating to such Permitted Subordinated Indebtedness or other Indebtedness shall cease to be effective or cease to be legally valid, binding and enforceable against the holders thereof, or in any such case any Group Member shall assert any of the foregoing; THEN:subsection 2.1A(iii).

Invalidity of Loan Documents; Failure of Security; Repudiation of Obligations. At any time after the execution and delivery thereof, (ai) any Loan Document or any provision thereof, for any reason other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void, (bii) Administrative Collateral Agent shall not have or shall cease to have a valid and perfected (subject to the qualifications with respect to perfection contained in the Loan Documents) First Second Priority Lien in any Collateral purported to be covered by the Collateral Documents, to the extent required by the Collateral Documents, Documents having a fair market value, individually or in the aggregate, exceeding $7,500,000 (except to the extent that 4,200,000, in each case for any such loss of perfection or priority results from reason other than the failure of Administrative Agent or any Lender to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents take any action within its control, or to file Uniform Commercial Code continuation statements when it has complete and proper information to do so), (ciii) any Loan Party shall contest the validity or enforceability of any Loan Document or any provision thereof or the validity, perfection or priority of any Lien on any Collateral purported to be covered by the Collateral Documents having a fair market value, individually or in the aggregate, exceeding $4,200,000, in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Loan Document or any provision thereof to which it is a party party; or THEN (di) upon the occurrence of any Event of Default described in subsection 8.6 or 8.7 with respect to Company, each of (a) the unpaid principal amount of and accrued interest on the Loans and (b) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Company, and (ii) upon the occurrence and during the continuation of any other Event of Default, Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to Company, declare all or any portion of the Obligations for any reason shall cease amounts described in clauses (a) and (b) above to be “Senior Indebtedness” (or any comparable term) underbe, and as defined inthe same shall forthwith become, any documentation relating to any Permitted Subordinated Indebtedness or any other Indebtedness that is subordinated to, or secured on a junior Lien basis with, the Obligations, or the subordination provisions set forth in any documentation relating to such Permitted Subordinated Indebtedness or other Indebtedness shall cease to be effective or cease to be legally valid, binding immediately due and enforceable against the holders thereof, or in any such case any Group Member shall assert any of the foregoing; THEN:payable.

Invalidity of Loan Documents; Failure of Security; Repudiation of Obligations. At any time after the execution and delivery thereof, (ai) any Loan Document or any provision thereof, for any reason other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void, (bii) Administrative Agent shall not have or shall cease to have a valid and perfected (subject to the qualifications with respect to perfection contained in the Loan Documents) First Priority Lien in any Collateral purported to be covered by the Collateral Documents except as permitted by the terms of the Loan Documents, to the extent required by the Collateral Documents, having a fair market value, individually or in the aggregate, exceeding $7,500,000 (except to the extent that each case for any such loss of perfection or priority results from reason other than the failure of Administrative Agent Agent, any Lender or any other Secured Party (as defined in the Security Agreement) to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents take any action within its control, or to file Uniform Commercial Code continuation statements when it has complete and proper information to do so), (ciii) any Loan Party shall contest the validity or enforceability of any Loan Document or any provision thereof in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Loan Document or any provision thereof to which it is a party party: THEN (i) upon the occurrence of any Event of Default described in subsection 8.6 or 8.7, each of (da) the unpaid principal amount of and accrued interest on the Loans, (b) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit), and (c) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Borrower, and the obligation of each Lender to make any Loan, the obligation of Administrative Agent to issue any Letter of Credit and the right of any Lender to issue any Letter of Credit hereunder shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, Administrative Agent shall, upon the written request or with the written consent of Required Lenders, by written notice to Borrower, declare all or any portion of the Obligations for any reason shall cease amounts described in clauses (a) through (c) above to be “Senior Indebtedness” (or any comparable term) underbe, and as defined inthe same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any documentation relating to any Permitted Subordinated Indebtedness or any other Indebtedness that is subordinated to, or secured on a junior Lien basis withLoan, the Obligations, obligation of Administrative Agent to issue any Letter of Credit and the right of any Lender to issue any Letter of Credit hereunder shall thereupon terminate; provided that the foregoing shall not affect in any way the obligations of Revolving Lenders under subsection 3.3C(i) or the subordination provisions set forth obligations of Revolving Lenders to purchase assignments of any unpaid Swing Line Loans as provided in any documentation relating subsection 2.1A(ii). Any amounts described in clause (b) above, when received by Administrative Agent, shall be held by Administrative Agent pursuant to such Permitted Subordinated Indebtedness or other Indebtedness shall cease to be effective or cease to be legally valid, binding and enforceable against the holders thereof, or in any such case any Group Member shall assert any terms of the foregoing; THEN:Security Agreement and shall be applied as therein provided.

Invalidity of Loan Documents; Failure of Security; Repudiation of Obligations. At any time after the execution and delivery thereof, (ai) any Loan Document or any provision thereof, for any reason other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void, (bii) Administrative Agent shall not have or shall cease to have (or Borrower or any other Loan Party shall assert in writing that Administrative Agent does not have or has ceased to have) a valid and perfected (subject to the qualifications with respect to perfection contained in the Loan Documents) First Priority Lien in any Collateral purported to be covered by the Collateral Documents, in each case for any reason other than the failure of Administrative Agent or any Lender to the extent required by the Collateral Documents, having a fair market value, individually or in the aggregate, exceeding $7,500,000 (take any action within its control and except to the extent that (a) such event relates to assets of Borrower or any of its Subsidiaries which are, individually and in the aggregate, immaterial and (b) such loss of perfection or priority results from the failure of event is insured under a title insurance policy issued to Administrative Agent for the benefit of Lenders and the relevant insurer accepts in writing liability for any loss or damage sustained by Administrative Agent as a result of it ceasing to maintain possession of certificates actually delivered to it representing securities pledged have a valid and perfected First Priority Lien under the Collateral Documents insured Mortgage and acknowledges in writing that the insured Mortgage is fully covered by the title insurance policy and that Administrative Agent’s recovery is not subject to any restrictions other than the provisions, conditions and stipulations set forth in the relevant title insurance policy, or to file Uniform Commercial Code continuation statements when it has complete and proper information to do so), (ciii) any Loan Party shall contest the validity or enforceability of any Loan Document or any provision thereof in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Loan Document or any provision thereof to which it is a party party. THEN (i) upon the occurrence of any Event of Default described in subsection 8.6 or 8.7, each of (da) the unpaid principal amount of and accrued interest on the Loans, (b) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit), and (c) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Borrower, and the obligation of each Lender to make any Loan, the obligation of Administrative Agent to issue any Letter of Credit and the right of any Lender to issue any Letter of Credit hereunder shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to Borrower, declare all or any portion of the Obligations for any reason shall cease amounts described in clauses (a) through (c) above to be “Senior Indebtedness” (or any comparable term) underbe, and as defined inthe same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any documentation relating to any Permitted Subordinated Indebtedness or any other Indebtedness that is subordinated to, or secured on a junior Lien basis withLoan, the Obligationsobligation of Administrative Agent to issue any Letter of Credit and the right of any Lender to issue any Letter of Credit hereunder shall thereupon terminate; provided that the foregoing shall not affect in any way the obligations of Revolving Lenders or Synthetic Letter of Credit Lenders, as the case may be, under subsection 3.3C(i) or the subordination provisions set forth obligations of Revolving Lenders to purchase assignments of any unpaid Swing Line Loans as provided in any documentation relating subsection 2.1A(ii). Any amounts described in clause (b) above, when received by Administrative Agent, shall be held by Administrative Agent pursuant to such Permitted Subordinated Indebtedness or other Indebtedness shall cease to be effective or cease to be legally valid, binding and enforceable against the holders thereof, or in any such case any Group Member shall assert any terms of the foregoing; THEN:Security Agreement and shall be applied as therein provided.

Invalidity of Loan Documents; Failure of Security; Repudiation of Obligations. At any time after the execution and delivery thereof, (ai) any Loan Document or any material provision thereof, for any reason other than as expressly permitted hereunder or thereunder or the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void, (bii) Administrative Agent shall not have or shall cease to have a valid and perfected (subject to the qualifications with respect to perfection contained in the Loan Documents) First Priority Lien in any Collateral purported to be covered by the Collateral Documents, to the extent required by the Collateral Documents, Documents having a fair market value, individually or in the aggregate, exceeding $7,500,000 (except to the extent that 1,000,000, in each case for any such loss of perfection or priority results from reason other than the failure of Administrative Agent or any Lender to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents take any action within its control, or to file Uniform Commercial Code continuation statements when it has complete and proper information to do so), (ciii) any Loan Party shall contest the validity or enforceability of any Loan Document or any provision thereof in writing or deny in writing that it has any further liability, including with respect to future advances by Lendersother than as a result of repayment in full of the Obligations, under any Loan Document or any provision thereof to which it is a party party; THEN (i) upon the occurrence of any Event of Default described in subsection 8.6 or 8.7, each of (da) the unpaid principal amount of and accrued interest on the Loans, (b) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit), and (c) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Company, and the obligation of each Lender to make any Loan, the obligation of Administrative Agent to issue any Letter of Credit and the right of any Lender to issue any Letter of Credit hereunder shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to Company, declare all or any portion of the Obligations for any reason shall cease amounts described in clauses (a) through (c) above to be “Senior Indebtedness” (or any comparable term) underbe, and as defined inthe same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any documentation relating Loan, the obligation of Administrative Agent to issue any Letter of Credit and the right of any Lender to issue any Letter of Credit hereunder shall thereupon terminate; provided that the foregoing shall not affect in any way the obligations of Revolving Lenders under subsection 3.3C(i); provided further that from the date of delivery of a written notice to Administrative Agent of the intent to cure an Event of Default with a Permitted Cure Issuance in accordance with subsection 8.3 above until the date that is 15 Business Days thereafter, neither Administrative Agent nor the Lenders shall exercise any such remedies with respect to any Permitted Subordinated Indebtedness or any other Indebtedness that is subordinated toEvent of Default under subsection 8.3 addressed in such notice. Any amounts described in clause (b) above, or secured on a junior Lien basis withwhen received by Administrative Agent, shall be held by Administrative Agent pursuant to the Obligations, or the subordination provisions set forth in any documentation relating to such Permitted Subordinated Indebtedness or other Indebtedness shall cease to be effective or cease to be legally valid, binding and enforceable against the holders thereof, or in any such case any Group Member shall assert any terms of the foregoing; THEN:Security Agreement and shall be applied as therein provided.

Invalidity of Loan Documents; Failure of Security; Repudiation of Obligations. At any time after the execution and delivery thereof, (ai) any Loan Document or any material provision thereof, for any reason other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void, (bii) Administrative Agent shall not have or shall cease to have a valid and perfected (subject to the qualifications with respect to perfection contained in the Loan Documents) First Priority Lien in any material Collateral purported to be covered by the Collateral Documents, to the extent required by the Collateral Documents, having a fair market value, individually or in the aggregate, exceeding $7,500,000 (except to the extent that each case for any such loss of perfection or priority results from reason other than the failure of Administrative Agent or any Lender to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents take any action within its control, or to file Uniform Commercial Code continuation statements when it has complete and proper information to do so), (ciii) any Loan Party shall contest the validity or enforceability of any Loan Document or any material provision thereof in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Loan Document or any provision thereof to which it is a party party: THEN (i) upon the occurrence of any Event of Default described in subsection 8.6 or 8.7, each of (da) the unpaid principal amount of and accrued interest on the Loans, (b) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit), and (c) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Company, and the obligation of each Lender to make any Loan, the obligation of Administrative Agent to issue any Letter of Credit and the right of any Lender to issue any Letter of Credit hereunder shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to Company, declare all or any portion of the Obligations for any reason shall cease amounts described in clauses (a) through (c) above to be “Senior Indebtedness” (or any comparable term) underbe, and as defined inthe same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any documentation relating to any Permitted Subordinated Indebtedness or any other Indebtedness that is subordinated to, or secured on a junior Lien basis withLoan, the Obligations, or obligation of Administrative Agent to issue any Letter of Credit and the subordination provisions set forth right of any Lender to issue any Letter of Credit hereunder shall thereupon terminate; provided that the foregoing shall not affect in any documentation relating way the obligations of Revolving Lenders under subsection 3.3C(i). Any amounts described in clause (b) above, when received by Administrative Agent, shall be held by Administrative Agent pursuant to such Permitted Subordinated Indebtedness or other Indebtedness shall cease to be effective or cease to be legally valid, binding and enforceable against the holders thereof, or in any such case any Group Member shall assert any terms of the foregoing; THEN:Security Agreement and shall be applied as therein provided.

Invalidity of Loan Documents; Failure of Security; Repudiation of Obligations. At any time after the execution and delivery thereof, (ai) any Loan Document or any provision thereof, for any reason other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void, (bii) Administrative Agent shall not have or shall cease to have a valid and perfected (subject to the qualifications with respect to perfection contained in the Loan Documents) First Priority Lien in any Collateral purported to be covered by the Collateral Documents, to the extent required by the Collateral Documents, having a fair market value, individually or in the aggregate, exceeding $7,500,000 (except to the extent that each case for any such loss of perfection or priority results from reason other than the failure of Administrative Agent or any Lender to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents take any action within its control, or to file Uniform Commercial Code continuation statements when it has complete and proper information to do so), (ciii) any Loan Party shall contest the validity or enforceability of any Loan Document or any provision thereof in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Loan Document or any provision thereof to which it is a party party: THEN (i) upon the occurrence of any Event of Default described in subsection 8.6 or 8.7, each of (da) the unpaid principal amount of and accrued interest on the Loans, (b) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit), and (c) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Company, and the obligation of each Lender to make any Loan, the obligation of Administrative Agent to issue any Letter of Credit and the right of Issuing Lender to issue any Letter of Credit hereunder shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to Company, declare all or any portion of the Obligations for any reason shall cease amounts described in clauses (a) through (c) above to be “Senior Indebtedness” (or any comparable term) underbe, and as defined inthe same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any documentation relating to any Permitted Subordinated Indebtedness or any other Indebtedness that is subordinated to, or secured on a junior Lien basis withLoan, the Obligations, obligation of Issuing Lender to issue any Letter of Credit hereunder shall thereupon terminate; provided that the foregoing shall not affect in any way the obligations of Revolving Lenders under subsection 3.3C(i) or the subordination provisions set forth obligations of Revolving Lenders to purchase assignments of any unpaid Swing Line Loans as provided in any documentation relating subsection 2.1A(iii). Any amounts described in clause (b) above, when received by Administrative Agent, shall be held by Administrative Agent pursuant to such Permitted Subordinated Indebtedness or other Indebtedness shall cease to be effective or cease to be legally valid, binding and enforceable against the holders thereof, or in any such case any Group Member shall assert any terms of the foregoing; THEN:Security Agreement and shall be applied as therein provided.

Invalidity of Loan Documents; Failure of Security; Repudiation of Obligations. At any time after the execution and delivery thereof, (ai) any Loan Document or any provision thereof, for any reason other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void, (bii) Administrative Agent shall not have or shall cease to have (or Borrower or any other Loan Party shall assert in writing that Administrative Agent does not have or has ceased to have) a valid and perfected (subject to the qualifications with respect to perfection contained in the Loan Documents) First Priority Lien in any Collateral purported to be covered by the Collateral Documents, in each case for any reason other than the failure of Administrative Agent or any Lender to the extent required by the Collateral Documents, having a fair market value, individually or in the aggregate, exceeding $7,500,000 (take any action within its control and except to the extent that (a) such event relates to assets of Borrower or any of its Subsidiaries which are, individually and in the aggregate, immaterial and (b) such loss of perfection or priority results from the failure of event is insured under a title insurance policy issued to Administrative Agent for the benefit of Lenders and the relevant insurer accepts in writing liability for any loss or damage sustained by Administrative Agent as a result of it ceasing to maintain possession of certificates actually delivered to it representing securities pledged have a valid and perfected First Priority Lien under the Collateral Documents insured Mortgage and acknowledges in writing that the insured Mortgage is fully covered by the title insurance policy and that Administrative Agent’s recovery is not subject to any restrictions other than the provisions, conditions and stipulations set forth in the relevant title insurance policy, or to file Uniform Commercial Code continuation statements when it has complete and proper information to do so), (ciii) any Loan Party shall contest the validity or enforceability of any Loan Document or any provision thereof in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Loan Document or any provision thereof to which it is a party party. THEN (i) upon the occurrence of any Event of Default described in subsection 8.6 or 8.7, each of (da) the unpaid principal amount of and accrued interest on the Loans, (b) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit), and (c) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Borrower, and the obligation of each Lender to make any Loan, the obligation of Administrative Agent to issue any Letter of Credit and the right of any Lender to issue any Letter of Credit hereunder shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to Borrower, declare all or any portion of the Obligations for any reason shall cease amounts described in clauses (a) through (c) above to be “Senior Indebtedness” (or any comparable term) underbe, and as defined inthe same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any documentation relating to any Permitted Subordinated Indebtedness or any other Indebtedness that is subordinated to, or secured on a junior Lien basis withLoan, the Obligationsobligation of Administrative Agent to issue any Letter of Credit and the right of any Lender to issue any Letter of Credit hereunder shall thereupon terminate; provided that the foregoing shall not affect in any way the obligations of Revolving Lenders or LC Facility Lenders or Synthetic Letter of Credit Lenders, as the case may be, under subsection 3.3C(i) or the subordination provisions set forth obligations of Revolving Lenders to purchase assignments of any unpaid Swing Line Loans as provided in any documentation relating subsection 2.1A(iii). Any amounts described in clause (b) above, when received by Administrative Agent, shall be held by Administrative Agent pursuant to such Permitted Subordinated Indebtedness or other Indebtedness shall cease to be effective or cease to be legally valid, binding and enforceable against the holders thereof, or in any such case any Group Member shall assert any terms of the foregoing; THEN:Security Agreement and shall be applied as therein provided.

Invalidity of Loan Documents; Failure of Security; Repudiation of Obligations. At any time after the execution and delivery thereof, (ai) any Loan Document or any material provision thereof, for any reason other than as expressly permitted hereunder or thereunder or the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void, (bii) Administrative Agent shall not have or shall cease to have a valid and perfected (subject to the qualifications with respect to perfection contained in the Loan Documents) First Second Priority Lien in any Collateral purported to be covered by the Collateral Documents, to the extent required by the Collateral Documents, Documents having a fair market value, individually or in the aggregate, exceeding $7,500,000 (except to the extent that 1,100,000, in each case for any such loss of perfection or priority results from reason other than the failure of Administrative Agent or any Lender to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents take any action within its control, or to file Uniform Commercial Code continuation statements when it has complete and proper information to do so), (ciii) any Loan Party shall contest the validity or enforceability of any Loan Document or any provision thereof in writing or deny in writing that it has any further liability, including with respect to future advances by Lendersother than as a result of repayment in full of the Obligations, under any Loan Document or any provision thereof to which it is a party party; THEN (i) upon the occurrence of any Event of Default described in subsection 8.6 or 8.7, each of (da) the unpaid principal amount of and accrued interest on the Loans and (b) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Company and (ii) upon the occurrence and during the continuation of any other Event of Default, Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to Company, declare all or any portion of the Obligations for any reason shall cease amounts described in clauses (a) and (b) above to be “Senior Indebtedness” (or any comparable term) underbe, and as defined inthe same shall forthwith become, immediately due and payable; provided that from the date of delivery of a written notice to Administrative Agent of the intent to cure an Event of Default with a Permitted Cure Issuance in accordance with subsection 8.3 above until the date that is 15 Business Days thereafter, neither Administrative Agent nor the Lenders shall exercise any documentation relating such remedies with respect to any Permitted Subordinated Indebtedness or any other Indebtedness that is subordinated to, or secured on a junior Lien basis withEvent of Default under subsection 8.3 addressed in such notice; provided further that, the Obligations, or provisions of this Article 8 shall be subject to the subordination provisions set forth in any documentation relating to such Permitted Subordinated Indebtedness or other Indebtedness shall cease to be effective or cease to be legally valid, binding and enforceable against the holders thereof, or in any such case any Group Member shall assert any terms of the foregoing; THEN:Intercreditor Agreement.