Common use of Subordinated Indebtedness Clause in Contracts

Subordinated Indebtedness. (i) Any of the Obligations for any reason shall cease to be “Senior Indebtedness” or “Designated Senior Indebtedness” (or any comparable terms) under, and as defined in, the documents evidencing or governing any Indebtedness that is expressly subordinated to the Obligations, (ii) any Indebtedness other than the Obligations shall constitute “Designated Senior Indebtedness” (or any comparable term) under, and as defined in, the documents evidencing or governing any Indebtedness that is expressly subordinated to the Obligations, or (iii) the subordination provisions of the documents evidencing or governing any Indebtedness that is expressly subordinated to the Obligations, shall, in whole or in part, terminate, cease to be effective, or cease to be legally valid, binding, and enforceable against any holder of the applicable subordinated Indebtedness; THEN, (A) upon the occurrence of any Event of Default described in Section 8.01(f) or Section 8.01(g), automatically and (B) upon the occurrence of any other Event of Default, at the request of (or with the consent of) Required Lenders, upon notice to Borrower by Administrative Agent, (1) the Commitments, if any, of each Lender having such Commitments shall immediately terminate, (2) each of the following shall immediately become due and payable, in each case without presentment, demand, protest, or other requirements of any kind, all of which are hereby expressly waived by each Loan Party, : (x) the unpaid principal amount of and accrued interest on the Loans, and (y) all other Obligations, and (3) Agents may enforce any and all Liens and security interests created pursuant to Collateral Documents and apply the proceeds thereof pursuant to Section 2.15(g).

Subordinated Indebtedness. (i) Any of Subordinated Indebtedness permitted hereunder or the Obligations guarantees thereof shall cease, for any reason shall cease reason, to be “Senior Indebtedness” or “Designated Senior Indebtedness” (or any comparable terms) under, and as defined in, the documents evidencing or governing any Indebtedness that is expressly validly subordinated to the ObligationsObligations of the Loan Parties hereunder, (ii) any Indebtedness other than as provided in the Obligations shall constitute “Designated Senior indenture governing such Subordinated Indebtedness” (, or any comparable term) underLoan Party, and as defined inany Affiliate of any Loan Party, the documents evidencing agent of trustee in respect of any such Subordinated Indebtedness or governing any the holders of at least 25.0% in aggregate principal amount of such Subordinated Indebtedness that is expressly subordinated to the Obligations, or (iii) the subordination provisions of the documents evidencing or governing any Indebtedness that is expressly subordinated to the Obligations, shall, in whole or in part, terminate, cease to be effective, or cease to be legally valid, binding, and enforceable against any holder of the applicable subordinated Indebtednessshall so assert; THEN, (A1) upon the occurrence of any Event of Default described in Section 8.01(f) or Section 8.01(g), automatically automatically, and (B2) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the consent of) of the Required Lenders, upon notice to Borrower by Administrative Agent, (1A) the Revolving Commitments, if any, of each Lender having such Commitments Revolving Commitments, the obligation of any Issuing Bank to issue any Letter of Credit and the obligation of any Swing Line Lender to make any Swing Line Loan shall immediately terminate, ; (2B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest, protest or other requirements of any kind, all of which are hereby expressly waived by each Loan Party, : (xI) the unpaid principal amount of and accrued interest on the Loans, (II) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether 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 Letters of Credit), and (yIII) all other Obligations; provided, and that the foregoing shall not affect in any way the obligations of Lenders under Section 2.03(b)(v) or Section 2.04(e); (3C) Agents the Administrative Agent may cause the Collateral Agent to enforce any and all Liens and security interests created pursuant to Security Documents; (D) the Administrative Agent shall direct each Borrower to pay (and each Borrower hereby agrees upon receipt of such notice, or upon the occurrence of any Event of Default specified in Sections 8.01(f) and (g) to pay) to the Revolving Administrative Agent such additional amounts of cash as reasonable requested by any Issuing Bank, to be held as security for such Borrower’s reimbursement Obligations in respect of Letters of Credit then outstanding; and (E) the Administrative Agent, the Revolving Administrative Agent and the Collateral Agent may exercise on behalf of themselves, the Lenders, each Issuing Bank and the other Secured Parties all rights and remedies available to the Administrative Agent, the Revolving Administrative Agent, the Collateral Agent, the Lenders and any Issuing Bank under the Loan Documents and apply the proceeds thereof pursuant to Section 2.15(g)or under applicable law or in equity.

Subordinated Indebtedness. (i) Any Each Obligor will not, nor will it permit any of its Subsidiaries to, purchase, redeem, retire or otherwise acquire for value, or set apart any money for a sinking, defeasance or other analogous fund for the purchase, redemption, retirement or other acquisition of, or make any payment of the Obligations for any reason shall cease to be “Senior Indebtedness” principal of or “Designated Senior Indebtedness” (interest on, or any comparable terms) underother amount owing in respect of, and as defined in, the documents evidencing or governing any Indebtedness Subordinated Indebtedness; provided that is expressly subordinated to the Obligations, (ii) any Indebtedness other than the Obligations shall constitute “Designated Senior Indebtedness” (or any comparable term) under, and as defined in, the documents evidencing or governing any Indebtedness that is expressly subordinated to the Obligations, or (iiia) the subordination provisions of the documents evidencing or governing any Obligors may prepay such Subordinated Indebtedness that is expressly subordinated to the Obligations, shall, in whole or in part, terminate, cease to be effective, part (i) from the Net Cash Proceeds of any sale or cease to be legally valid, binding, and enforceable against any holder sales of Equity Interests of the applicable subordinated Obligors and (ii) from the Net Cash Proceeds of any incurrence of Subordinated Indebtedness; THEN, (Ab) upon the occurrence Obligors may make regularly scheduled payments of principal and interest in respect thereof required pursuant to the agreement, instrument or other document evidencing such Subordinated Indebtedness so long as, immediately before and after giving effect to each such payment, (i) no Default shall have occurred and be continuing and (ii) the Obligors shall be in Pro Forma Compliance (and a Responsible Officer on behalf of the Obligors shall have certified as such to the Administrative Agent), (c) for the avoidance of doubt, any Obligor may convert Subordinated Indebtedness into Equity Interests of such Obligor and (d) the Obligors may purchase or redeem Subordinated Indebtedness from the Mubadala Investors in connection with the Specified IPO from (i) the proceeds of any Event of Default described in Revolving Credit Loan to the extent permitted by Section 8.01(f6.08(b) or Section 8.01(g), automatically and (Bii) upon cash and Permitted Investments, the occurrence source of which is business operations and not from the incurrence of any other Event of Default, at the request of (or with the consent of) Required Lenders, upon notice to Borrower by Administrative Agent, (1) the Commitments, if any, of each Lender having such Commitments shall immediately terminate, (2) each of the following shall immediately become due and payable, in each case without presentment, demand, protest, or other requirements of any kind, all of which are hereby expressly waived by each Loan Party, : (x) the unpaid principal amount of and accrued interest on the Loans, and (y) all other Obligations, and (3) Agents may enforce any and all Liens and security interests created pursuant to Collateral Documents and apply the proceeds thereof pursuant to Section 2.15(g)Indebtedness.

Subordinated Indebtedness. (i) Any of the Obligations for any reason shall cease to be “Senior Indebtedness” or “Designated Senior Indebtedness” (or any comparable terms) under, and as defined in, the documents evidencing or governing any Indebtedness that is expressly subordinated to the Obligations, (ii) any Indebtedness other than the Obligations shall constitute “Designated Senior Indebtedness” (or any comparable term) under, and as defined in, the documents evidencing or governing any Indebtedness that is expressly subordinated to the Obligations, or (iii) the subordination provisions of the documents evidencing or governing any Indebtedness that is expressly subordinated to the Obligations, shall, in whole or in part, terminate, cease to be effective, or cease to be legally valid, binding, and enforceable against any holder of the applicable subordinated Indebtedness; or THEN, (A) upon the occurrence of any Event of Default described in Section 8.01(f) or Section 8.01(g), automatically and (B) upon the occurrence of any other Event of Default, at the request of (or with the consent of) Required Lenders, upon notice to Borrower by Administrative Agent, (1) the Commitments, if any, of each Lender having such Commitments shall immediately terminate, (2) each of the following shall immediately become due and payable, in each case without presentment, demand, protest, or other requirements of any kind, all of which are hereby expressly waived by each Loan Party, : (x) the unpaid principal amount of and accrued interest on the Loans, and (y) all other Obligations, and (3) Agents may enforce any and all Liens and security interests created pursuant to Collateral Documents and apply the proceeds thereof pursuant to Section 2.15(g).

Subordinated Indebtedness. There shall occur any default under any Subordinated Indebtedness, or there shall occur any event that requires Borrower or any of its Subsidiaries to purchase, redeem or otherwise acquire or offer to purchase, redeem or otherwise acquire all or any portion of any Subordinated Indebtedness; or Borrower or any of its Subsidiaries shall for any reasons purchase, redeem or otherwise acquire or offer to purchase, redeem or otherwise acquire, or make any other payments in respect of, all or any portion of any Subordinated Indebtedness, except to the extent expressly permitted by subsection 7.5; THEN (i) Any of the Obligations for any reason shall cease to be “Senior Indebtedness” or “Designated Senior Indebtedness” (or any comparable terms) under, and as defined in, the documents evidencing or governing any Indebtedness that is expressly subordinated to the Obligations, (ii) any Indebtedness other than the Obligations shall constitute “Designated Senior Indebtedness” (or any comparable term) under, and as defined in, the documents evidencing or governing any Indebtedness that is expressly subordinated to the Obligations, or (iii) the subordination provisions of the documents evidencing or governing any Indebtedness that is expressly subordinated to the Obligations, shall, in whole or in part, terminate, cease to be effective, or cease to be legally valid, binding, and enforceable against any holder of the applicable subordinated Indebtedness; THEN, (A) upon the occurrence of any Event of Default described in Section 8.01(fsubsection 8.6 or 8.7, 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 Section 8.01(gnot 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), automatically and (Bc) upon the occurrence of any all other Event of Default, at the request of (or with the consent of) Required Lenders, upon notice to Borrower by Administrative Agent, (1) the Commitments, if any, of each Lender having such Commitments Obligations shall automatically become immediately terminate, (2) each of the following shall immediately become due and payable, in each case without presentment, demand, protest, protest or other requirements of any kind, all of which are hereby expressly waived by Borrower, and the obligation of each Loan PartyLender 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 (xii) 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 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 Lenders under subsection 3.3C(i) or the obligations of 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 Borrower shall pay all arrears of interest and all payments on account of principal amount which shall have become due otherwise 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 (ypayable solely by virtue of acceleration) all other Obligationsshall be remedied or waived pursuant to subsection 10.6, then Requisite Lenders, by written notice to Borrower, 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 Borrower, and (3) Agents may enforce such provisions shall not at any and all Liens and security interests created pursuant time be construed so as to Collateral Documents and apply grant Borrower the proceeds thereof pursuant right to Section 2.15(g)require Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in this paragraph are met.

Subordinated Indebtedness. There shall occur any default under any Subordinated Indebtedness, or there shall occur any event that requires Holdings or any of its Subsidiaries to purchase, redeem or otherwise acquire or offer to purchase, redeem or otherwise acquire all or any portion of any Subordinated Indebtedness; or Holdings or any of its Subsidiaries shall for any reasons purchase, redeem or otherwise acquire or offer to purchase, redeem or otherwise acquire, or make any other payments in respect of, all or any portion of any Subordinated Indebtedness, except to the extent expressly permitted by subsection 7.5; THEN (i) Any of the Obligations for any reason shall cease to be “Senior Indebtedness” or “Designated Senior Indebtedness” (or any comparable terms) under, and as defined in, the documents evidencing or governing any Indebtedness that is expressly subordinated to the Obligations, (ii) any Indebtedness other than the Obligations shall constitute “Designated Senior Indebtedness” (or any comparable term) under, and as defined in, the documents evidencing or governing any Indebtedness that is expressly subordinated to the Obligations, or (iii) the subordination provisions of the documents evidencing or governing any Indebtedness that is expressly subordinated to the Obligations, shall, in whole or in part, terminate, cease to be effective, or cease to be legally valid, binding, and enforceable against any holder of the applicable subordinated Indebtedness; THEN, (A) upon the occurrence of any Event of Default described in Section 8.01(fsubsection 8.6 or 8.7, 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 Section 8.01(gnot 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), automatically and (Bc) upon the occurrence of any all other Event of Default, at the request of (or with the consent of) Required Lenders, upon notice to Borrower by Administrative Agent, (1) the Commitments, if any, of each Lender having such Commitments Obligations shall automatically become immediately terminate, (2) each of the following shall immediately become due and payable, in each case without presentment, demand, protest, protest or other requirements of any kind, all of which are hereby expressly waived by Borrower, and the obligation of each Loan PartyLender 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 (xii) 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 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 Lenders under subsection 3.3C(i) or the obligations of Lenders to purchase assignments of any unpaid Swing Line Loans as provided in subsection 2.1A(iv). 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 Borrower shall pay all arrears of interest and all payments on account of principal amount which shall have become due otherwise 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 (ypayable solely by virtue of acceleration) all other Obligationsshall be remedied or waived pursuant to subsection 10.6, then Requisite Lenders, by written notice to Borrower, 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 Borrower, and (3) Agents may enforce such provisions shall not at any and all Liens and security interests created pursuant time be construed so as to Collateral Documents and apply grant Borrower the proceeds thereof pursuant right to Section 2.15(g)require Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent or Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth in this paragraph are met.

Subordinated Indebtedness. (i) Any of Indebtedness pursuant to the Obligations Subordinated Notes or the Subordinated Notes Indenture, any Permitted Refinancing thereof or the guarantees thereof shall cease, for any reason shall cease reason, to be “Senior Indebtedness” or “Designated Senior Indebtedness” (or any comparable terms) under, and as defined in, the documents evidencing or governing any Indebtedness that is expressly validly subordinated to the ObligationsObligations of the Credit Parties hereunder, as provided in the Subordinated Notes Indenture or (ii) any Indebtedness management, consulting, monitoring, advisory or other than fee payable to the Obligations Sponsor or its Affiliates pursuant to the Management Agreement, shall constitute “Designated Senior Indebtedness” (or cease, for any comparable term) underreason, and as defined in, the documents evidencing or governing any Indebtedness that is expressly to be validly subordinated to the Obligations, or (iii) the subordination provisions Obligations of the documents evidencing or governing any Indebtedness that is expressly subordinated to Credit Parties hereunder, as provided in the ObligationsManagement Fee Subordination Agreement, shallor, in whole either case, any Credit Party or in part, terminate, cease to be effective, or cease to be legally valid, binding, and enforceable against any holder Affiliate of the applicable subordinated Indebtednessany Credit Party shall so assert; THEN, (A1) upon the occurrence of any Event of Default described in Section 8.01(f8.1(f) or Section 8.01(g8.1(g), automatically automatically, and (B2) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the consent of) Required Requisite Lenders, upon notice to Borrower by Administrative Agent, (1A) the Revolving Commitments, if any, of each Lender having such Revolving Commitments and the obligation of Issuing Lender to issue any Letter of Credit shall immediately terminate, ; (2B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest, protest or other requirements of any kind, all of which are hereby expressly waived by each Loan Credit Party, : (xI) the unpaid principal amount of and accrued interest on the Loans, (II) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether 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 Letters of Credit), and (yIII) all other Obligations; provided, and the foregoing shall not affect in any way the obligations of Lenders having Revolving Exposure under Section 2.3(b)(v) or Section 2.4(e); (3C) Agents Administrative Agent may cause Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents Documents; and apply (D) Administrative Agent shall direct Borrower to pay (and Borrower hereby agrees upon receipt of such notice, or upon the proceeds thereof pursuant occurrence of any Event of Default specified in Sections 8.1(f) and (g) to Section 2.15(g)pay) to Administrative Agent such additional amounts of cash as reasonably requested by Issuing Lender, to be held as security for Borrower’s reimbursement Obligations in respect of Letters of Credit then outstanding.

Subordinated Indebtedness. There shall occur and be continuing any “Event of Default” (ior any comparable term) Any under, and as defined in the documents evidencing or governing any Subordinated Indebtedness, (ii) any of the Obligations for any reason shall cease to be “Senior Indebtedness” or “Designated Senior Indebtedness” (or any comparable terms) under, and as defined in, in the documents evidencing or governing any Indebtedness that is expressly subordinated to the ObligationsSubordinated Indebtedness, (iiiii) any Indebtedness other than the Obligations shall constitute “Designated Senior Indebtedness” (or any comparable term) under, and as defined in, the documents evidencing or governing any Subordinated Indebtedness, (iv) any holder of Subordinated Indebtedness that is expressly subordinated shall fail to the Obligations, perform or (iii) comply with any of the subordination provisions of the documents evidencing or governing such Subordinated Indebtedness (including, without limitation, any Subordination Agreement), or (v) the subordination provisions of the documents (including, without limitation, any Subordination Agreement) evidencing or governing any Subordinated Indebtedness that is expressly subordinated to the Obligations, shall, in whole or in part, terminate, cease to be effective, effective or cease to be legally valid, binding, binding and enforceable against any holder of the applicable subordinated Subordinated Indebtedness; or THEN, (A) upon the occurrence of any Event of Default described in Section 8.01(f8.1(f) or Section 8.01(g8.1(g), automatically automatically, and (B) upon the occurrence of any other Event of Default, at the request of (or with the consent of) Required Lenders, upon notice to Administrative Borrower by Administrative Agent, (1) the Commitments, if any, of each Lender having such Commitments shall immediately terminate, ; (2) each of the following shall immediately become due and payable, in each case without presentment, demand, protest, protest or other requirements of any kind, all of which are hereby expressly waived by each Loan Party, : (x) the unpaid principal amount of and accrued interest on the LoansLoans and Reimbursement Obligations, and (y) all other Obligations; provided, and the foregoing shall not affect in any way the obligations of Lenders under Section 2.3(e); (3) Agents Agent may enforce any and all Liens and security interests created pursuant to Collateral Documents Documents; (4) the Borrowers shall Cash Collateralize each Letter of Credit then outstanding; and apply (5) the proceeds thereof pursuant Borrowers shall be obligated to Section 2.15(g)provide (and Borrowers agree that they will provide) Bank Product Collateralization to be held as security for the Borrowers’ Obligations in respect of outstanding Bank Product Obligations.

Subordinated Indebtedness. (i) Any of Subordinated Indebtedness permitted hereunder or the Obligations guarantees thereof shall cease, for any reason shall cease reason, to be “Senior Indebtedness” or “Designated Senior Indebtedness” (or any comparable terms) under, and as defined in, the documents evidencing or governing any Indebtedness that is expressly validly subordinated to the ObligationsObligations of the Credit Parties hereunder, (ii) any Indebtedness other than as provided in the Obligations shall constitute “Designated Senior indenture governing such Subordinated Indebtedness” (, or any comparable term) underCredit Party, and as defined inany Affiliate of any Credit Party, the documents evidencing or governing any Indebtedness that is expressly subordinated to the Obligations, or (iii) the subordination provisions trustee in respect of the documents evidencing Subordinated Indebtedness or governing any Indebtedness that is expressly subordinated to the Obligations, shall, holders of at least 25% in whole or in part, terminate, cease to be effective, or cease to be legally valid, binding, and enforceable against any holder aggregate principal amount of the applicable subordinated IndebtednessSubordinated Indebtedness shall so assert; THEN, (A1) upon the occurrence of any Event of Default described in Section 8.01(f9.01(f) or Section 8.01(g9.01(g), automatically automatically, and (B2) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the consent of) Required Requisite Lenders, upon notice to Borrower by Administrative Agent, (1A) the Revolving Commitments, if any, of each Lender having such Revolving Commitments and the obligation of Issuing Bank to issue any Letter of Credit shall immediately terminate, ; (2B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest, protest or other requirements of any kind, all of which are hereby expressly waived by each Loan Credit Party, : (xI) the unpaid principal amount of and accrued interest on the Loans, (II) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether 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 Letters of Credit), and (yIII) all other ObligationsObligations (other than Obligations in respect of Secured Hedge Agreements and Cash Management Agreements); provided, and the foregoing shall not affect in any way the obligations of Lenders under Section 2.03(b)(v) or Section 2.04(e); (3C) Agents Administrative Agent may cause Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents Documents; and apply (D) Administrative Agent shall direct Borrower to pay (and Borrower hereby agrees upon receipt of such notice, or upon the proceeds thereof pursuant occurrence of any Event of Default specified in Sections 9.01(f) or 9.01(g) to Section 2.15(g)pay) to Administrative Agent such additional amounts of cash as reasonable requested by Issuing Bank, to be held as security for Borrower’s reimbursement Obligations in respect of Letters of Credit then outstanding.

Subordinated Indebtedness. (i) Any of Subordinated Indebtedness permitted hereunder or the Obligations guarantees thereof shall cease, for any reason shall cease reason, to be “Senior Indebtedness” or “Designated Senior Indebtedness” (or any comparable terms) under, and as defined in, the documents evidencing or governing any Indebtedness that is expressly validly subordinated to the ObligationsObligations of the Credit Parties hereunder, (ii) any Indebtedness other than as provided in the Obligations shall constitute “Designated Senior indenture governing such Subordinated Indebtedness” (, or any comparable term) underCredit Party, and as defined inany Affiliate of any Credit Party, the documents evidencing or governing any Indebtedness that is expressly subordinated to the Obligations, or (iii) the subordination provisions trustee in respect of the documents evidencing Subordinated Notes or governing any Indebtedness that is expressly subordinated to the Obligations, shall, holders of at least 25% in whole or in part, terminate, cease to be effective, or cease to be legally valid, binding, and enforceable against any holder aggregate principal amount of the applicable subordinated IndebtednessSubordinated Notes shall so assert; THEN, (A1) upon the occurrence of any Event of Default described in Section 8.01(f8.1(g) or Section 8.01(g8.1(h), automatically automatically, and (B2) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the consent of) Required Requisite Lenders, upon notice to Borrower by Administrative Agent, (1A) the Revolving Commitments, if any, of each Lender having such Revolving Commitments and the obligation of Issuing Bank to issue any Letter of Credit shall immediately terminate, ; (2B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest, protest or other requirements of any kind, all of which are hereby expressly waived by each Loan Credit Party, : (xI) the unpaid principal amount of and accrued interest and premium on the Loans, (II) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether 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 Letters of Credit), and (yIII) all other Obligations; provided, and the foregoing shall not affect in any way the obligations of Lenders under Section 2.3(b)(v) or Section 2.4(e); (3C) Agents Administrative Agent may cause Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents Documents; and apply (D) Administrative Agent shall direct Borrower to pay (and Borrower hereby agrees upon receipt of such notice, or upon the proceeds thereof pursuant occurrence of any Event of Default specified in Sections 8.1(g) and (h) to Section 2.15(g)pay) to Administrative Agent such additional amounts of cash as reasonably requested by Issuing Bank, to be held as security for Borrower’s reimbursement obligations in respect of Letters of Credit then outstanding.

Subordinated Indebtedness. (i) Any of Subordinated Indebtedness permitted hereunder or the Obligations guarantees thereof shall cease, for any reason shall cease reason, to be “Senior Indebtedness” or “Designated Senior Indebtedness” (or any comparable terms) under, and as defined in, the documents evidencing or governing any Indebtedness that is expressly validly subordinated to the ObligationsObligations of the Credit Parties hereunder, (ii) any Indebtedness other than as provided in the Obligations shall constitute “Designated Senior indenture governing such Subordinated Indebtedness” (, or any comparable term) underCredit Party, and as defined inany Affiliate of any Credit Party, the documents evidencing or governing any Indebtedness that is expressly subordinated to the Obligations, or (iii) the subordination provisions trustee in respect of the documents evidencing Subordinated Indebtedness or governing any Indebtedness that is expressly subordinated to the Obligations, shall, holders of at least 25% in whole or in part, terminate, cease to be effective, or cease to be legally valid, binding, and enforceable against any holder aggregate principal amount of the applicable subordinated IndebtednessSubordinated Indebtedness shall so assert; THEN, (A1) upon the occurrence of any Event of Default described in Section 8.01(f9.01(f) or Section 8.01(g9.01(g), automatically automatically, and (B2) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the consent of) Required Requisite Lenders, upon notice to Borrower by Administrative Agent, (1A) the Revolving Commitments, if any, of each Lender having such Revolving Commitments and the obligation of Issuing Bank to issue any Letter of Credit shall immediately terminate, ; (2B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest, protest or other requirements of any kind, all of which are hereby expressly waived by each Loan Credit Party, : (xI) the unpaid principal amount of and accrued interest on the Loans, (II) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether 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 Letters of Credit), and (yIII) all other ObligationsObligations (other than Obligations in respect of Secured Hedge Agreements and Cash Management Agreements); provided, and the foregoing shall not affect in any way the obligations of Lenders under Section 2.03(b)(v) or Section 2.04(e); (3C) Agents Administrative Agent may cause Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents Documents; and apply (D) Administrative Agent shall direct Borrower to pay (and Borrower hereby agrees upon receipt of such notice, or upon the proceeds thereof pursuant occurrence of any Event of Default specified in Sections 9.01(f) or 9.01(g) to Section 2.15(g)pay) to Administrative Agent such additional amounts of cash as reasonable requested by Issuing Bank, to be held as security for Borrower’’s reimbursement Obligations in respect of Letters of Credit then outstanding.

Subordinated Indebtedness. (i) Any of Subordinated Indebtedness permitted hereunder or the Obligations guarantees thereof shall cease, for any reason shall cease reason, to be “Senior Indebtedness” or “Designated Senior Indebtedness” (or any comparable terms) under, and as defined in, the documents evidencing or governing any Indebtedness that is expressly validly subordinated to the ObligationsObligations of the Credit Parties hereunder, (ii) any Indebtedness as provided in the indenture or other than the Obligations shall constitute “Designated Senior documents governing such Subordinated Indebtedness” (, or any comparable term) underCredit Party, and as defined inany Affiliate of any Credit Party, the documents evidencing trustee or governing any Indebtedness that is expressly subordinated to the Obligations, or (iii) the subordination provisions agent in respect of the documents evidencing Subordinated Indebtedness or governing any Indebtedness that is expressly subordinated to the Obligations, shall, holders of at least 25% in whole or in part, terminate, cease to be effective, or cease to be legally valid, binding, and enforceable against any holder aggregate principal amount of the applicable subordinated IndebtednessSubordinated Indebtedness shall so assert; THEN, (A1) upon the occurrence of any Event of Default described in Section 8.01(f9.01(f) or Section 8.01(g9.01(g), automatically automatically, and (B2) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the consent of) Required Requisite Lenders, upon notice to Borrower by Administrative Agent, (1A) the Revolving Commitments, if any, of each Lender having such Revolving Commitments and the obligation of Issuing Bank to issue any Letter of Credit shall immediately terminate, ; (2B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest, protest or other requirements of any kind, all of which are hereby expressly waived by each Loan Credit Party, : (xI) the unpaid principal amount of and accrued interest on the Loans, (II) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether 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 Letters of Credit), and (yIII) all other ObligationsObligations (other than Obligations in respect of Secured Hedge Agreements and Cash Management Agreements); provided, and the foregoing shall not affect in any way the obligations of Lenders under Section 2.03(b)(v) or Section 2.04(e); (3C) Agents Administrative Agent may cause Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents Documents; (D) Administrative Agent shall direct Borrower to pay (and apply Borrower hereby agrees upon receipt of such notice, or upon the proceeds thereof pursuant occurrence of any Event of Default specified in Sections 9.01(f) or 9.01(g) to Section 2.15(g)pay) to Administrative Agent such additional amounts of cash as reasonably requested by any Issuing Bank, to be held as security for Borrower’s reimbursement Obligations in respect of Letters of Credit then outstanding and (E) Administrative Agent may exercise any other remedies available at law or in equity.

Subordinated Indebtedness. There shall occur and be continuing any "Event of Default" (ior any comparable term) under, and as defined in the documents evidencing or governing any Subordinated Indebtedness. Any of the Obligations for any reason shall cease to be “"Senior Indebtedness” " or “"Designated Senior Indebtedness” " (or any comparable terms) under, and as defined in, in the documents evidencing or governing any Indebtedness that is expressly subordinated to the Obligations, (ii) any Subordinated Indebtedness. Any Indebtedness other than the Obligations shall constitute “"Designated Senior Indebtedness” " (or any comparable term) under, and as defined in, the documents evidencing or governing any Indebtedness that is expressly subordinated to the Obligations, or (iii) the Subordinated Indebtedness. The subordination provisions of the documents (including, without limitation, any subordination agreement) evidencing or governing any Subordinated Indebtedness that is expressly subordinated to the Obligations, shall, in whole or in part, terminate, cease to be effective, effective or cease to be legally valid, binding, binding and enforceable against any holder of the applicable subordinated IndebtednessSubordinated indebtedness; THEN, (A) upon the occurrence of any Event of Default described in Section 8.01(f8.1(f) or Section 8.01(g8.1(g), automatically automatically, and (B) upon the occurrence and during the continuation of any other Event of Default, at the request of (or with the consent of) Required Lenders, upon notice to Borrower Company by Administrative AgentAgents, (1) the Commitments, if any, of each Lender having such Commitments shall immediately terminate, ; (2) each of the following shall immediately become due and payable, in each case without presentment, demand, protest, protest or other requirements of any kind, all of which are hereby expressly waived by each Loan Party, : (x) the unpaid principal amount of and accrued interest on the Term Loans, and (y) all other Obligations, ; and (3) Agents may enforce any and all Liens and security interests created pursuant to Collateral Documents and apply the proceeds thereof pursuant to Section 2.15(g)Documents.

Subordinated Indebtedness. (i) Any series, class or type of Subordinated Indebtedness permitted hereunder or the Obligations guarantees thereof shall cease, for any reason shall cease reason, to be “Senior Indebtedness” or “Designated Senior Indebtedness” (or any comparable terms) under, and as defined in, the documents evidencing or governing any Indebtedness that is expressly validly subordinated to the ObligationsObligations of the Credit Parties hereunder, (ii) as provided in the corresponding Subordination Agreement or the subordination terms of such Subordinated Indebtedness, if applicable, or as a result of any Indebtedness other than the Obligations shall constitute “Designated Senior Indebtedness” (structural change thereto, or any comparable term) underCredit Party, and as defined in, the documents evidencing or governing any Indebtedness that is expressly subordinated to the ObligationsAffiliate of any Credit Party, or (iii) the subordination provisions holders of the documents evidencing 25% or governing any more of such series, class or type of such Subordinated Indebtedness that is expressly subordinated to the Obligations, shall, in whole or in part, terminate, cease to be effective, or cease to be legally valid, binding, and enforceable against any holder of the applicable subordinated Indebtedness; shall so assert. THEN, (A1) upon the occurrence of any Event of Default described in Section 8.01(f8.1(f) or Section 8.01(g8.1(g), automatically automatically, and (B2) upon the occurrence of any other Event of Default, at the written request of (or with the consent of) Required Requisite Lenders, upon notice to Borrower Company by Administrative Agent, (1A) the Commitments, if any, of each Lender having such Commitments shall immediately terminate, Commitments; and (2B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest, protest or other requirements of any kind, all of which are hereby expressly waived by each Loan Credit Party, : (xI) the unpaid principal amount of and accrued interest and premium on the Loans, and (yII) all other Obligations. In addition to the foregoing rights and remedies, and (3) Agents may Administrative Agent may, at the written request of Requisite Lenders, cause Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents Documents; and apply Administrative Agent and Collateral Agent, at the proceeds thereof pursuant written request of Requisite Lenders, may enforce any other rights and remedies available to Section 2.15(g)it under any Credit Document or under applicable law.

Subordinated Indebtedness. The subordination provisions, including, without limitation, those contained in any Intercreditor Agreement, relating to any Subordinated Indebtedness (the "Subordination Provisions") shall fail to be enforceable by Agent (which have not effectively waived the benefits thereof) in accordance with the terms thereof, or the principal or interest on any Loan, any L/C Obligation or other Obligations shall fail to constitute "designated senior debt" (or any other similar term) under any document, instrument or agreement evidencing such Subordinated Indebtedness; or any Subordinated Lender, Loan Party or any of its Subsidiaries shall, directly or indirectly, disavow or contest in any manner (i) Any the effectiveness, validity or enforceability of any of the Obligations for any reason shall cease to be “Senior Indebtedness” Subordination Provisions, or “Designated Senior Indebtedness” (or any comparable terms) under, and as defined in, the documents evidencing or governing any Indebtedness that is expressly subordinated to the Obligations, (ii) that any Indebtedness of such Subordination Provisions exist for the benefit of Agent. The provisions contained in the Second Lien Intercreditor Agreement (the "Second Lien Provisions") shall fail to be enforceable by Agent (which have not effectively waived the benefits thereof) in accordance with the terms thereof, the Second Lien Lender breaches or defaults in its obligations thereunder, or the Second Lien Intercreditor Agreement becomes null or void other than the Obligations shall constitute “Designated Senior Indebtedness” (in accordance with its terms; or any comparable termSecond Lien Lender, any Loan Party or any of its Subsidiaries shall, directly or indirectly, disavow or contest in any manner (i) underthe effectiveness, and as defined in, validity or enforceability of any of the documents evidencing or governing any Indebtedness that is expressly subordinated to the ObligationsSecond Lien Provisions, or (iiiii) that any of such Second Lien Provisions exist for the subordination provisions benefit of the documents evidencing or governing any Indebtedness that is expressly subordinated to the Obligations, shall, in whole or in part, terminate, cease to be effective, or cease to be legally valid, binding, and enforceable against any holder of the applicable subordinated Indebtedness; THEN, (A) upon the occurrence of any Event of Default described in Section 8.01(f) or Section 8.01(g), automatically and (B) upon the occurrence of any other Event of Default, at the request of (or with the consent of) Required Lenders, upon notice to Borrower by Administrative Agent, (1) the Commitments, if any, of each Lender having such Commitments shall immediately terminate, (2) each of the following shall immediately become due and payable, in each case without presentment, demand, protest, or other requirements of any kind, all of which are hereby expressly waived by each Loan Party, : (x) the unpaid principal amount of and accrued interest on the Loans, and (y) all other Obligations, and (3) Agents may enforce any and all Liens and security interests created pursuant to Collateral Documents and apply the proceeds thereof pursuant to Section 2.15(g).

Subordinated Indebtedness. (i) Any of the Obligations for any reason shall cease to be “Senior Indebtedness” or “Designated Senior Indebtedness” (or any comparable terms) under, and as defined in, the documents evidencing or governing any Indebtedness that is expressly subordinated to the Obligations, (ii) any Indebtedness other than the Obligations shall constitute “Designated Senior Indebtedness” (or any comparable term) under, and as defined in, the documents evidencing or governing any Indebtedness that is expressly subordinated to the Obligations, or (iii) the subordination provisions of the documents evidencing or governing any Indebtedness that is expressly subordinated to the Obligations, shall, in whole or in part, terminate, cease to be effective, or cease to be legally valid, binding, and enforceable against any holder of the applicable subordinated Indebtedness; THEN, (A) upon the occurrence of any Event of Default described in Section 8.01(f) or Section 8.01(g), automatically and (B) upon the occurrence of any other Event of Default, at the request of (or with the consent of) Required Lenders, upon notice to Borrower by Administrative Agent, (1) the Commitments, if any, of each Lender having such Commitments shall immediately terminate, (2) each of the following shall immediately become due and payable, in each case without presentment, demand, protest, or other requirements of any kind, all of which are hereby expressly waived by each Loan Party, S/B Parent, Global Parent and Liberty Top Parent: (x) the unpaid principal amount of and accrued interest on the Loans, and (y) all other Obligations, and (3) Agents may enforce any and all Liens and security interests created pursuant to Collateral Documents and apply the proceeds thereof pursuant to Section 2.15(g).

Subordinated Indebtedness. Any Subordinated Indebtedness permitted hereunder or the guarantees thereof shall cease, for any reason, to be validly subordinated to the Obligations of the Loan Parties hereunder, as provided in the indenture governing such Subordinated Indebtedness, or any Loan Party, any Affiliate of any Loan Party, the agent of trustee in respect of any such Subordinated Indebtedness or the holders of at least 25.0% in aggregate principal amount of such Subordinated Indebtedness shall so assert; or (i) Any FML Holdings shall own any material assets other than the shares of Holdings or the Obligations for any reason shall cease to be “Senior Indebtedness” net cash proceeds from equity issuances by FML Holdings of shares in FML Holdings or “Designated Senior Indebtedness” (or any comparable terms) under, and as defined in, the documents evidencing or governing any Indebtedness that is expressly subordinated to the Obligations, (ii) any Indebtedness material portion of Consolidated Adjusted EBITDA shall be derived from operations other than the Obligations shall constitute “Designated Senior Indebtedness” (or any comparable term) under, operations of Holdings and as defined in, the documents evidencing or governing any Indebtedness that is expressly subordinated to the Obligations, or (iii) the subordination provisions of the documents evidencing or governing any Indebtedness that is expressly subordinated to the Obligations, shall, in whole or in part, terminate, cease to be effective, or cease to be legally valid, binding, and enforceable against any holder of the applicable subordinated Indebtednessits Subsidiaries; THEN, (A1) upon the occurrence of any Event of Default described in Section 8.01(f) or Section 8.01(g), automatically automatically, and (B2) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the consent of) of the Required Lenders, upon notice to Borrower by Administrative Agent, (1) the Commitments, if any, of each Lender having such Commitments shall immediately terminate, (2A) each of the following shall immediately become due and payable, in each case without presentment, demand, protest, protest or other requirements of any kind, all of which are hereby expressly waived by each Loan Party, : (xI) the unpaid principal amount of and accrued interest on the Loans, and (yII) all other Obligations, and ; (3B) Agents the Administrative Agent may cause the Collateral Agent to enforce any and all Liens and security interests created pursuant to Security Documents; and (C) the Administrative Agent and the Collateral Agent may exercise on behalf of themselves, the Lenders and the other Secured Parties all rights and remedies available to the Administrative Agent the Collateral Agent and the Lenders under the Loan Documents and apply the proceeds thereof pursuant to Section 2.15(g)or under applicable law or in equity.

Subordinated Indebtedness. (i) Any of the Obligations for any reason shall cease to be “Senior Indebtedness” or “Designated Senior Indebtedness” (or any comparable terms) under, and as defined in, the documents evidencing or governing any Indebtedness that is expressly subordinated to the Obligations, (ii) any Indebtedness other than the Obligations shall constitute “Designated Senior Indebtedness” (or any comparable term) under, and as defined in, the documents evidencing or governing any Indebtedness that is expressly subordinated to the Obligations, or (iii) the subordination provisions of the documents evidencing or governing any Indebtedness that is expressly subordinated to the Obligations, shall, in whole or in part, terminate, cease to be effective, or cease to be legally valid, binding, and enforceable against any holder of the applicable subordinated Indebtedness; or THEN, (A) upon the occurrence of any Event of Default described in Section 8.01(f) or Section 8.01(g), automatically and (B) upon the occurrence of any other Event of Default, at the request of (or with the consent of) Required Lenders, upon notice to Borrower by Administrative Agent, (1) the Commitments, if any, of each Lender having such Commitments shall immediately terminate, (2) each of the following shall immediately become due and payable, in each case without presentment, demand, protest, or other requirements of any kind, all of which are hereby expressly waived by each Loan Party, : (x) the unpaid principal amount of and accrued interest on the Loans, and (y) all other Obligations, and (3) Agents may enforce any and all Liens and security interests created pursuant to Collateral Documents and apply the proceeds thereof pursuant to Section 2.15(g).. ARTICLE IX ADMINISTRATIVE AGENT

Subordinated Indebtedness. (i) Any of Subordinated Indebtedness permitted hereunder or the Obligations guarantees thereof shall cease, for any reason shall cease reason, to be “Senior Indebtedness” or “Designated Senior Indebtedness” (or any comparable terms) under, and as defined in, the documents evidencing or governing any Indebtedness that is expressly validly subordinated to the ObligationsObligations of the Credit Parties hereunder, (ii) any Indebtedness other than as provided in the Obligations shall constitute “Designated Senior indenture governing such Subordinated Indebtedness” (, or any comparable term) underCredit Party, and as defined inany Affiliate of any Credit Party, the documents evidencing or governing any Indebtedness that is expressly subordinated to the Obligations, or (iii) the subordination provisions trustee in respect of the documents evidencing Subordinated Notes or governing any Indebtedness that is expressly subordinated to the Obligations, shall, holders of at least 25% in whole or in part, terminate, cease to be effective, or cease to be legally valid, binding, and enforceable against any holder aggregate principal amount of the applicable subordinated IndebtednessSubordinated Notes shall so assert; THEN, (A1) upon the occurrence of any Event of Default described in Section 8.01(f9.01(f) or Section 8.01(g9.01(g), automatically automatically, and (B2) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the consent of) Required Requisite Lenders, upon notice to Borrower by Administrative Agent, (1A) the Revolving Commitments, if any, of each Lender having such Revolving Commitments and the obligation of Issuing Bank to issue any Letter of Credit shall immediately terminate, ; (2B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest, protest or other requirements of any kind, all of which are hereby expressly waived by each Loan Credit Party, : (xI) the unpaid principal amount of and accrued interest on the Loans, (II) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether 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 Letters of Credit), and (yIII) all other ObligationsObligations (other than Obligations in respect of Secured Hedge Agreements and Cash Management Agreements); provided, and the foregoing shall not affect in any way the obligations of Lenders under Section 2.03(b)(v) or Section 2.04(e); (3C) Agents Administrative Agent may cause Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents Documents; and apply (D) Administrative Agent shall direct Borrower to pay (and Borrower hereby agrees upon receipt of such notice, or upon the proceeds thereof pursuant occurrence of any Event of Default specified in Sections 9.01(f) or 9.01(g) to Section 2.15(g)pay) to Administrative Agent such additional amounts of cash as reasonable requested by Issuing Bank, to be held as security for Borrower’s reimbursement Obligations in respect of Letters of Credit then outstanding.

Subordinated Indebtedness. There shall occur and be continuing any “Event of Default” (ior any comparable term) Any under, and as defined in the documents evidencing or governing any Subordinated Indebtedness, (ii) any of the Obligations for any reason shall cease to be “Senior Indebtedness” or “Designated Senior Indebtedness” (or any comparable terms) under, and as defined in, in the documents evidencing or governing any Indebtedness that is expressly subordinated to the ObligationsSubordinated Indebtedness, (iiiii) any Indebtedness other than the Obligations shall constitute “Designated Senior Indebtedness” (or any comparable term) under, and as defined in, the documents evidencing or governing any Subordinated Indebtedness, (iv) any holder of Subordinated Indebtedness that is expressly subordinated shall fail to the Obligations, perform or (iii) comply with any of the subordination provisions of the documents evidencing or governing such Subordinated Indebtedness (including, without limitation, any subordination agreement), or (v) the subordination provisions of the documents (including, without limitation, any subordination agreement) evidencing or governing any Subordinated Indebtedness that is expressly subordinated to the Obligations, shall, in whole or in part, terminate, cease to be effective, effective or cease to be legally valid, binding, binding and enforceable against any holder of the applicable subordinated Subordinated Indebtedness; . THEN, (A) upon the occurrence of any Event of Default described in Section 8.01(f8.1(f) or Section 8.01(g8.1(g), automatically automatically, and (B) upon the occurrence of any other Event of Default, at the request of (or with the consent of) Required Lenders, upon notice to Borrower Company by Administrative Agent, (1) the Commitments, if any, unpaid principal amount of each Lender having such Commitments shall immediately terminate, (2) each of and accrued interest on the following Loans and all other Obligations shall immediately become due and payable, in each case without presentment, demand, protest, protest or other requirements of any kind, all of which are hereby expressly waived by each Loan Party, : (x) the unpaid principal amount of and accrued interest on the Loans, ; and (y2) all other Obligations, and (3) Agents Collateral Agent may enforce any and all Liens and security interests created pursuant to Collateral Documents and apply the proceeds thereof pursuant to Section 2.15(g)Documents.

Subordinated Indebtedness. There shall occur and be continuing any “Event of Default” (ior any comparable term) under, and as defined in the documents evidencing or governing any subordinated Indebtedness. Any of the Obligations for any reason shall cease to be “Senior Indebtedness” or “Designated Senior Indebtedness” (or any comparable terms) under, and as defined in, in the documents evidencing or governing any Indebtedness that is expressly subordinated to the Obligations, (ii) any Indebtedness. Any Indebtedness other than the Obligations Obligations, the A/R Indebtedness and the Equipment Indebtedness shall constitute “Designated Senior Indebtedness” (or any comparable term) under, and as defined in, the documents evidencing or governing any subordinated Indebtedness. Any holder of subordinated Indebtedness that is expressly subordinated shall fail to the Obligations, perform or (iii) comply with any of the subordination provisions of the documents evidencing or governing such subordinated Indebtedness (including, without limitation, any Indebtedness that is expressly subordination agreement). The subordination provisions of the documents (including, without limitation, any subordination agreement) evidencing or governing any subordinated to the Obligations, indebtedness shall, in whole or in part, terminate, cease to be effective, effective or cease to be legally valid, binding, binding and enforceable against any holder of the applicable subordinated Indebtednessindebtedness; THEN, (A) upon the occurrence of any Event of Default described in Section 8.01(f8.1(f) or Section 8.01(g8.1(g), automatically automatically, and (B) upon the occurrence of any other Event of Default, at the request of (or with the consent of) Required Lenders, upon notice to Borrower Company by Administrative AgentAgents, (1) the Commitments, if any, of each Lender having such Commitments shall immediately terminate, ; (2) each of the following shall immediately become due and payable, in each case without presentment, demand, protest, protest or other requirements of any kind, all of which are hereby expressly waived by each Loan Party, : (x) the unpaid principal amount of and accrued interest on the Loans, and (y) all other Obligations, ; and (3) Agents may enforce any and all Liens and security interests created pursuant to Collateral Documents and apply the proceeds thereof pursuant to Section 2.15(g)Documents.

Subordinated Indebtedness. Subordinated Indebtedness of the Credit Parties with an aggregate principal amount of (i) Any $20,000,000 or more, in the case of Indebtedness incurred with respect to all Baseline Earnout Amounts, or (ii) $5,000,000 or more, in the Obligations for any reason case of all other such Subordinated Indebtedness, shall cease to be “Senior Indebtedness” or “Designated Senior Indebtedness” (or any comparable terms) under, and as defined in, the documents evidencing or governing any Indebtedness that is expressly validly subordinated to the ObligationsObligations as provided in the agreements evidencing such Subordinated Indebtedness, (ii) any Indebtedness other than the Obligations shall constitute “Designated Senior Indebtedness” (or any comparable term) underin each case, and as defined in, the documents evidencing or governing any Indebtedness that is expressly subordinated to the Obligations, or (iii) the subordination provisions extent that such failure has been determined by a court of the documents evidencing or governing any Indebtedness that is expressly subordinated to the Obligations, shall, in whole or in part, terminate, cease to be effective, or cease to be legally valid, binding, and enforceable against any holder of the applicable subordinated Indebtednesscompetent jurisdiction; THEN, (Ai) upon the occurrence of any Event of Default described in Section 8.01(f8.1(f) or Section 8.01(g8.1(g), automatically automatically, and (Bii) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the consent of) Required Requisite Lenders, upon notice to Borrower by Administrative Agent, (1A) the Revolving Commitments, if any, of each Lender having such Commitments Revolving Commitments, the obligation of Issuing Bank to issue any Letters of Credit and the obligation of Swing Line Lender to make any Swing Line Loans shall immediately terminate, ; (2B) each of the following shall immediately become due and payable, in each case to the extent permitted by applicable law without presentment, demand, protest, protest or other requirements of any kind, all of which are hereby expressly waived by each Loan Credit Party, : (xI) the unpaid principal amount of and accrued interest on the Loans, (II) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether 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 Letters of Credit), and (yIII) all other Obligations; provided, and that the foregoing shall not affect in any way the obligations of Lenders under Section 2.3(b)(v) or Section 2.4(e); (3C) Agents Administrative Agent may cause Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents; (D) Administrative Agent shall direct Borrower to pay (and Borrower hereby agrees upon receipt of such notice, or upon the occurrence of any Event of Default specified in Sections 8.1(f) and (g), to pay) to Administrative Agent such additional amounts of cash as reasonably requested by Issuing Bank, to be held as security for Borrower’s reimbursement Obligations in respect of Letters of Credit then outstanding; and (E) Administrative Agent and/or Collateral Agent may exercise on behalf of themselves, the Lenders, Issuing Bank and the other Secured Parties all rights and remedies available to Administrative Agent, Collateral Agent, Lenders and Issuing Bank under the Credit Documents and apply the proceeds thereof pursuant to Section 2.15(g)or under applicable law or in equity.

Subordinated Indebtedness. (i) Any series, class or type of Subordinated Indebtedness permitted hereunder or the Obligations guarantees thereof shall cease, for any reason shall cease reason, to be “Senior Indebtedness” or “Designated Senior Indebtedness” (or any comparable terms) under, and as defined in, the documents evidencing or governing any Indebtedness that is expressly validly subordinated to the ObligationsObligations of the Credit Parties hereunder, (ii) as provided in the corresponding Subordination Agreement or the subordination terms of such Subordinated Indebtedness, if applicable, or as a result of any Indebtedness other than the Obligations shall constitute “Designated Senior Indebtedness” (structural change thereto, or any comparable term) underCredit Party, and as defined in, the documents evidencing or governing any Indebtedness that is expressly subordinated to the ObligationsAffiliate of any Credit Party, or (iii) the subordination provisions holders of the documents evidencing 25% or governing any more of such series, class or type of such Subordinated Indebtedness that is expressly subordinated to the Obligations, shall, in whole or in part, terminate, cease to be effective, or cease to be legally valid, binding, and enforceable against any holder of the applicable subordinated Indebtednessshall so assert; THEN, (A1) upon the occurrence of any Event of Default described in Section 8.01(f8.1(f) or Section 8.01(g8.1(g), automatically automatically, and (B2) upon the occurrence of any other Event of Default, at the request of (or with the consent of) Required Requisite Lenders, upon notice to Borrower Company by Administrative Agent, (1A) the Commitments, if any, of each Lender having such Commitments shall immediately terminate, ; (2B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest, protest or other requirements of any kind, all of which are hereby expressly waived by each Loan Credit Party, : (xI) the unpaid principal amount of and accrued interest on the Loans, and (yII) all other Obligations; provided, and the foregoing shall not affect in any way the obligations of Lenders under Section 2.3(e); (3C) Agents Administrative Agent may cause Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents Documents; and apply the proceeds thereof pursuant (D) Administrative Agent and Collateral Agent may enforce any other rights and remedies available to Section 2.15(g)it under any Credit Document or under applicable law.

Subordinated Indebtedness. (i) Any of Subordinated Indebtedness permitted hereunder or the Obligations guarantees thereof shall cease, for any reason shall cease reason, to be “Senior Indebtedness” or “Designated Senior Indebtedness” (or any comparable terms) under, and as defined in, the documents evidencing or governing any Indebtedness that is expressly validly subordinated to the ObligationsObligations of the Credit Parties hereunder, (ii) any Indebtedness other than as provided in the Obligations shall constitute “Designated Senior documents governing such Subordinated Indebtedness” (, or any comparable term) underCredit Party, and as defined in, the documents evidencing or governing any Indebtedness that is expressly subordinated to the Obligations, or (iii) the subordination provisions Affiliate of the documents evidencing or governing any Indebtedness that is expressly subordinated to the Obligations, shall, in whole or in part, terminate, cease to be effective, or cease to be legally valid, binding, and enforceable against any holder of the applicable subordinated IndebtednessCredit Party; THEN, (A1) upon the occurrence of any Event of Default described in Section 8.01(f8.1(f) or Section 8.01(g8.1(g), automatically automatically, and (B2) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the consent of) Required Requisite Lenders, upon notice to the Borrower by the Administrative Agent, (1) the Commitments, if any, of each Lender having such Commitments shall immediately terminate, (2A) each of the following shall immediately become due and payable, in each case without presentment, demand, protest, protest or other requirements of any kind, all of which are hereby expressly waived by each Loan Credit Party, : (xI) the unpaid principal amount of and accrued interest and premium on the Loans, and (yII) all other Obligations; (B) the Administrative Agent may declare the commitment of each Lender to make Loans and any obligation of any Issuing Bank to issue Letters of Credit to be terminated, whereupon such commitments and obligations shall be terminated; (C) the Administrative Agent may require the Borrower to Cash Collateralize the LC Exposure and (3D) Agents the Administrative Agent may cause the Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents and apply the proceeds thereof pursuant to Section 2.15(g)Documents.

Subordinated Indebtedness. (i) Any of Subordinated Indebtedness permitted hereunder or the Obligations guarantees thereof shall cease, for any reason shall cease reason, to be “Senior Indebtedness” or “Designated Senior Indebtedness” (or any comparable terms) under, and as defined in, the documents evidencing or governing any Indebtedness that is expressly validly subordinated to the ObligationsObligations of the Credit Parties hereunder, (ii) any Indebtedness other than as provided in the Obligations shall constitute “Designated Senior indenture governing such Subordinated Indebtedness” (, or any comparable term) underCredit Party, and as defined inany Affiliate of any Credit Party, the documents evidencing or governing any Indebtedness that is expressly subordinated to the Obligations, or (iii) the subordination provisions trustee in respect of the documents evidencing Subordinated Notes or governing any Indebtedness that is expressly subordinated to the Obligations, shall, holders of at least 25% in whole or in part, terminate, cease to be effective, or cease to be legally valid, binding, and enforceable against any holder aggregate principal amount of the applicable subordinated IndebtednessSubordinated Notes shall so assert; THEN, subject to the terms of the Intercreditor Agreement, (A1) upon the occurrence of any Event of Default described in Section 8.01(f8.1(g) or Section 8.01(g8.1(h), automatically automatically, and (B2) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the consent of) Required Requisite Lenders, upon notice to Borrower by Administrative Agent, (1) the Commitments, if any, of each Lender having such Commitments shall immediately terminate, (2) each of the following shall immediately become due and payable, in each case without presentment, demand, protest, protest or other requirements of any kind, all of which are hereby expressly waived by each Loan Credit Party, : (xI) the unpaid principal amount of and accrued interest and premium on the Loans, and (yII) all other Obligations; provided, and the foregoing shall not affect in any way the obligations of Lenders under Section 2.3(b)(v) or Section 2.4(e); (3C) Agents Administrative Agent may cause Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents Documents; and apply (D) Administrative Agent shall direct Borrower to pay (and Borrower hereby agrees upon receipt of such notice, or upon the proceeds thereof pursuant to Section 2.15(goccurrence of any Event of Default specified in Sections 8.1(g).