Common use of Subordinated Indebtedness Clause in Contracts

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; THEN, (1) upon the occurrence of any Event of Default described in Section 8.01(f) or 8.01(g), automatically, and (2) upon the occurrence and during the continuance of any other Event of Default, at the request of or with the consent of the Required Lenders, (A) the Revolving Commitments, if any, of each Lender having such 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; (B) 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: (I) 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 (III) all other Obligations; provided, that the foregoing shall not affect in any way the obligations of Lenders under Section 2.03(b)(v) or Section 2.04(e); (C) 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 or under applicable law or in equity.

Subordinated Indebtedness. (i) Any Subordinated Indebtedness permitted hereunder or of the guarantees thereof shall cease, Obligations for any reason, reason shall cease to be validly “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 Loan Parties hereunderdocuments evidencing or governing any Indebtedness that is expressly subordinated to the Obligations, as provided shall, in the indenture governing such Subordinated Indebtednesswhole or in part, terminate, cease to be effective, or cease to be legally valid, binding, and enforceable against any Loan Party, any Affiliate holder 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 assertapplicable subordinated Indebtedness; THEN, (1A) upon the occurrence of any Event of Default described in Section 8.01(f) or Section 8.01(g), automatically, automatically and (2B) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the consent of the of) Required Lenders, upon notice to Borrower by Administrative Agent, (A1) the Revolving Commitments, if any, of each Lender having such 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 Commitments shall immediately terminate; , (B2) 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, : (Ix) 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 (IIIy) all other Obligations; provided, that the foregoing shall not affect in any way the obligations of Lenders under Section 2.03(b)(vand (3) or Section 2.04(e); (C) the Administrative Agent Agents may cause the Collateral Agent to enforce any and all Liens and security interests created pursuant to Security Documents; (D) Collateral Documents and apply the Administrative Agent shall direct each Borrower proceeds thereof pursuant 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 or under applicable law or in equitySection 2.15(g).

Subordinated Indebtedness. (i) Any Subordinated Indebtedness permitted hereunder or of the guarantees thereof shall cease, Obligations for any reason, reason shall cease to be validly “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 Loan Parties hereunderdocuments evidencing or governing any Indebtedness that is expressly subordinated to the Obligations, as provided shall, in the indenture governing such Subordinated Indebtednesswhole or in part, terminate, cease to be effective, or cease to be legally valid, binding, and enforceable against any Loan Party, any Affiliate holder of any Loan Party, the agent of trustee in respect of any such Subordinated Indebtedness applicable subordinated Indebtedness; or the holders of at least 25.0% in aggregate principal amount of such Subordinated Indebtedness shall so assert; THEN, (1A) upon the occurrence of any Event of Default described in Section 8.01(f) or Section 8.01(g), automatically, automatically and (2B) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the consent of the of) Required Lenders, upon notice to Borrower by Administrative Agent, (A1) the Revolving Commitments, if any, of each Lender having such 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 Commitments shall immediately terminate; , (B2) 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, : (Ix) 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 (IIIy) all other Obligations; provided, that the foregoing shall not affect in any way the obligations of Lenders under Section 2.03(b)(vand (3) or Section 2.04(e); (C) the Administrative Agent Agents may cause the Collateral Agent to enforce any and all Liens and security interests created pursuant to Security Documents; (D) Collateral Documents and apply the Administrative Agent shall direct each Borrower proceeds thereof pursuant 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 or under applicable law or in equitySection 2.15(g).

Subordinated Indebtedness. 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 principal of or interest on, or any other amount owing in respect of, any Subordinated Indebtedness; provided that (a) the Obligors may prepay such Subordinated Indebtedness permitted hereunder in whole or in part (i) from the guarantees thereof shall cease, for Net Cash Proceeds of any reason, to be validly subordinated to the Obligations sale or sales of Equity Interests of the Loan Parties hereunder, as provided in Obligors and (ii) from the indenture governing such Net Cash Proceeds of any incurrence of Subordinated Indebtedness, or any Loan Party, any Affiliate (b) the Obligors may make regularly scheduled payments of any Loan Party, the agent of trustee principal and interest in respect of any thereof required pursuant to the agreement, instrument or other document evidencing such Subordinated Indebtedness or the holders of at least 25.0% in aggregate principal amount of so long as, immediately before and after giving effect to each such Subordinated Indebtedness shall so assert; THENpayment, (1i) upon the occurrence of any Event of no Default described in Section 8.01(f) or 8.01(g), automatically, shall have occurred and be continuing and (2) upon the occurrence and during the continuance of any other Event of Default, at the request of or with the consent of the Required Lenders, (Aii) the Revolving Commitments, if any, of each Lender having such 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; (B) 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: (I) 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 Obligors shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letters of Credit), and (III) all other Obligations; provided, that the foregoing shall not affect in any way the obligations of Lenders under Section 2.03(b)(v) or Section 2.04(e); (C) 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 Pro Forma Compliance (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 a Responsible Officer on behalf of themselves, the Lenders, each Issuing Bank and the other Secured Parties all rights and remedies available 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 Revolving Credit Loan to the extent permitted by Section 6.08(b) and (ii) cash and Permitted Investments, the Revolving Administrative Agent, source of which is business operations and not from the Collateral Agent, the Lenders and incurrence of any Issuing Bank under the Loan Documents or under applicable law or in equityIndebtedness.

Subordinated Indebtedness. Any The subordination provisions, including, without limitation, those contained in any Intercreditor Agreement, relating to any Subordinated Indebtedness permitted hereunder (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 guarantees thereof principal or interest on any Loan, any L/C Obligation or other Obligations shall ceasefail to constitute "designated senior debt" (or any other similar term) under any document, for any reason, to be validly subordinated to the Obligations of the Loan Parties hereunder, as provided in the indenture governing 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) the effectiveness, validity or enforceability of any of the Subordination Provisions, or (ii) that any 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 in accordance with its terms; or any Second Lien Lender, any Loan PartyParty or any of its Subsidiaries shall, directly or indirectly, disavow or contest in any Affiliate manner (i) the effectiveness, validity or enforceability of any Loan Partyof the Second Lien Provisions, the agent of trustee in respect of or (ii) that any such Subordinated Indebtedness or the holders of at least 25.0% in aggregate principal amount of such Subordinated Indebtedness shall so assert; THEN, (1) upon Second Lien Provisions exist for the occurrence benefit of any Event of Default described in Section 8.01(f) or 8.01(g), automatically, and (2) upon the occurrence and during the continuance of any other Event of Default, at the request of or with the consent of the Required Lenders, (A) the Revolving Commitments, if any, of each Lender having such 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; (B) 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: (I) 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 (III) all other Obligations; provided, that the foregoing shall not affect in any way the obligations of Lenders under Section 2.03(b)(v) or Section 2.04(e); (C) 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 or under applicable law or in equity.

Subordinated Indebtedness. Any series, class or type of Subordinated Indebtedness permitted hereunder or the guarantees thereof shall cease, for any reason, to be validly subordinated to the Obligations of the Loan Credit Parties hereunder, as provided in the indenture governing corresponding Subordination Agreement or the subordination terms of such Subordinated Indebtedness, if applicable, or as a result of any structural change thereto, or any Loan Credit Party, any Affiliate of any Loan Credit Party, the agent of trustee in respect of any such Subordinated Indebtedness or the holders of at least 25.025% in aggregate principal amount or more of such series, class or type of such Subordinated Indebtedness shall so assert; THEN, (1) upon the occurrence of any Event of Default described in Section 8.01(f8.1(f) or 8.01(g8.1(g), automatically, and (2) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the consent of the Required of) Requisite Lenders, upon notice to Company by Administrative Agent, (A) the Revolving Commitments, if any, of each Lender having such 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 Commitments shall immediately terminate; (B) 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 Credit Party: (I) the unpaid principal amount of and accrued interest on the Loans, and (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 (III) all other Obligations; provided, that the foregoing shall not affect in any way the obligations of Lenders under Section 2.03(b)(v) or Section 2.04(e2.3(e); (C) the Administrative Agent may cause the Collateral Agent to enforce any and all Liens and security interests created pursuant to Security Collateral Documents; and (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 enforce any other Secured Parties all rights and remedies available to the Administrative Agent, the Revolving Administrative Agent, the Collateral Agent, the Lenders and it under any Issuing Bank under the Loan Documents Credit Document or under applicable law or in equitylaw.

Subordinated Indebtedness. (i) Any Subordinated Indebtedness permitted hereunder or of the guarantees thereof shall cease, Obligations for any reason, reason shall cease to be validly “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 Loan Parties hereunderdocuments evidencing or governing any Indebtedness that is expressly subordinated to the Obligations, as provided shall, in the indenture governing such Subordinated Indebtednesswhole or in part, terminate, cease to be effective, or cease to be legally valid, binding, and enforceable against any Loan Party, any Affiliate holder of any Loan Party, the agent of trustee in respect of any such Subordinated Indebtedness applicable subordinated Indebtedness; or the holders of at least 25.0% in aggregate principal amount of such Subordinated Indebtedness shall so assert; THEN, (1A) upon the occurrence of any Event of Default described in Section 8.01(f) or Section 8.01(g), automatically, automatically and (2B) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the consent of the of) Required Lenders, upon notice to Borrower by Administrative Agent, (A1) the Revolving Commitments, if any, of each Lender having such 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 Commitments shall immediately terminate; , (B2) 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, : (Ix) 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 (IIIy) all other Obligations; provided, that the foregoing shall not affect in any way the obligations of Lenders under Section 2.03(b)(vand (3) or Section 2.04(e); (C) the Administrative Agent Agents may cause the Collateral Agent to enforce any and all Liens and security interests created pursuant to Security Documents; (D) Collateral Documents and apply the Administrative Agent shall direct each Borrower proceeds thereof pursuant 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 or under applicable law or in equity.Section 2.15(g). ARTICLE IX ADMINISTRATIVE AGENT

Subordinated Indebtedness. There shall occur and be continuing any “Event of Default” (or any comparable term) under, and as defined in the documents evidencing or governing any subordinated Indebtedness. Any Subordinated Indebtedness permitted hereunder or of the guarantees thereof shall cease, Obligations for any reason, reason shall cease to be validly “Senior Indebtedness” or “Designated Senior Indebtedness” (or any comparable terms) under, and as defined in the documents evidencing or governing any subordinated Indebtedness. Any Indebtedness other than the 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 shall fail to the Obligations perform or comply with any of the Loan Parties hereunder, as provided in subordination provisions of the indenture documents evidencing or governing such Subordinated Indebtednesssubordinated Indebtedness (including, or any Loan Partywithout limitation, any Affiliate subordination agreement). The subordination provisions of the documents (including, without limitation, any Loan Partysubordination agreement) evidencing or governing any subordinated indebtedness 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 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 assertapplicable subordinated indebtedness; THEN, (1A) upon the occurrence of any Event of Default described in Section 8.01(f8.1(f) or 8.01(gSection 8.1(g), automatically, and (2B) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the consent of the of) Required Lenders, upon notice to Company by Agents, (A1) the Revolving Commitments, if any, of each Lender having such 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 Commitments shall immediately terminate; (B2) 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: (Ix) 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 (IIIy) all other Obligations; provided, that the foregoing shall not affect in any way the obligations of Lenders under Section 2.03(b)(vand (3) or Section 2.04(e); (C) the Administrative Agent Agents may cause the Collateral Agent to enforce any and all Liens and security interests created pursuant to Security Collateral 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 or under applicable law or in equity.

Subordinated Indebtedness. Any Subordinated Indebtedness permitted hereunder or the guarantees thereof There shall cease, for occur any reason, to be validly subordinated to the Obligations of the Loan Parties hereunder, as provided in the indenture governing such default under any Subordinated Indebtedness, or there shall occur any Loan Partyevent 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 Affiliate portion of any Loan PartySubordinated Indebtedness; or Borrower or any of its Subsidiaries shall for any reasons purchase, the agent of trustee 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 such Subordinated Indebtedness or Indebtedness, except to the holders of at least 25.0% in aggregate principal amount of such Subordinated Indebtedness shall so assertextent expressly permitted by subsection 7.5; THEN, THEN (1i) upon the occurrence of any Event of Default described in Section 8.01(f) subsection 8.6 or 8.01(g)8.7, automatically, and (2) upon the occurrence and during the continuance of any other Event of Default, at the request of or with the consent of the Required Lenders, (A) the Revolving Commitments, if any, of each Lender having such 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; (B) 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: (Ia) the unpaid principal amount of and accrued interest on the Loans, (IIb) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of 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 Letters Letter of Credit), and (IIIc) all other ObligationsObligations 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 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, provided that the foregoing shall not affect in any way the obligations of Lenders under Section 2.03(b)(vsubsection 3.3C(i) or Section 2.04(ethe obligations of Lenders to purchase assignments of any unpaid Swing Line Loans as provided in subsection 2.1A(iii); . Any amounts described in clause (Cb) the above, when received by Administrative Agent, shall be held by Administrative Agent may cause pursuant to the Collateral Agent 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 enforce any clause (ii) of such paragraph Borrower shall pay all arrears of interest and all Liens payments on account of principal 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 security interests created 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 Security Documentssubsection 10.6, then Requisite Lenders, by written notice to Borrower, may at their option rescind and annul such acceleration and its consequences; (D) the Administrative Agent but such action shall direct each Borrower to pay (and each Borrower hereby agrees upon receipt of such notice, or upon the occurrence of not affect any subsequent Event of Default specified in Sections 8.01(f) 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 (g) are not intended, directly or indirectly, to pay) benefit Borrower, and such provisions shall not at any time be construed so as to grant Borrower the Revolving right to require Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent such additional amounts or Lenders from exercising any 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 or remedies available to the Administrative Agent, the Revolving Administrative Agent, the Collateral Agent, the Lenders and them under any Issuing Bank under of the Loan Documents or under applicable law or Documents, even if the conditions set forth in equitythis paragraph are met.

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 Credit Parties hereunder, as provided in the indenture governing such Subordinated Indebtedness, or any Loan Credit Party, any Affiliate of any Loan Credit Party, the agent of trustee in respect of any such the Subordinated Indebtedness Notes or the holders of at least 25.025% in aggregate principal amount of such the Subordinated Indebtedness Notes shall so assert; THEN, subject to the terms of the Intercreditor Agreement, (1) upon the occurrence of any Event of Default described in Section 8.01(f8.1(g) or 8.01(g8.1(h), automatically, and (2) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the consent of the Required of) Requisite Lenders, (A) the Revolving Commitmentsupon notice to Borrower by Administrative Agent, if any, of each Lender having such 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; (B) 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 Credit Party: (I) the unpaid principal amount of and accrued interest and premium on the Loans, and (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 (III) all other Obligations; provided, that the foregoing shall not affect in any way the obligations of Lenders under Section 2.03(b)(v2.3(b)(v) or Section 2.04(e2.4(e); (C) the Administrative Agent may cause the Collateral Agent to enforce any and all Liens and security interests created pursuant to Security Collateral Documents; and (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 or under applicable law or in equity8.1(g).

Subordinated Indebtedness. Any There shall occur and be continuing any “Event of Default” (or any comparable term) 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 the documents evidencing or governing any Subordinated Indebtedness, (iii) 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 permitted hereunder shall fail to perform or the guarantees thereof shall cease, for comply with any reason, to be validly subordinated to the Obligations of the Loan Parties hereunder, as provided in subordination provisions of the indenture documents evidencing or governing such Subordinated IndebtednessIndebtedness (including, without limitation, any subordination agreement), or any Loan Party(v) the subordination provisions of the documents (including, without limitation, any Affiliate of subordination agreement) evidencing or governing any Loan Party, the agent of trustee in respect of any such Subordinated Indebtedness 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 holders of at least 25.0% in aggregate principal amount of such applicable Subordinated Indebtedness shall so assert; Indebtedness. THEN, (1A) upon the occurrence of any Event of Default described in Section 8.01(f8.1(f) or 8.01(gSection 8.1(g), automatically, and (2B) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the consent of the of) Required Lenders, upon notice to Company by Administrative Agent, (A1) the Revolving Commitments, if any, unpaid principal amount of each Lender having such Revolving Commitments, and accrued interest on the obligation of any Issuing Bank to issue any Letter of Credit Loans and the obligation of any Swing Line Lender to make any Swing Line Loan shall immediately terminate; (B) each of the following all other Obligations 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: (I) 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 (III2) all other Obligations; provided, that the foregoing shall not affect in any way the obligations of Lenders under Section 2.03(b)(v) or Section 2.04(e); (C) the Administrative Collateral Agent may cause the Collateral Agent to enforce any and all Liens and security interests created pursuant to Security Collateral 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 or under applicable law or in equity.

Subordinated Indebtedness. Any Subordinated Indebtedness permitted hereunder or Borrower shall fail to comply with the guarantees thereof shall cease, for any reason, to be validly subordinated to the Obligations of the Loan Parties hereunder, as provided subordination provisions contained in the indenture Senior Subordinated Note Indenture or any other agreement governing such any other 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; THEN, THEN (1i) upon the occurrence of any Event of Default described in Section 8.01(f) subsection 8.6 or 8.01(g)8.7 with respect to Borrower, automatically, and (2) upon the occurrence and during the continuance of any other Event of Default, at the request of or with the consent of the Required Lenders, (A) the Revolving Commitments, if any, of each Lender having such 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; (B) 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: (Ia) the unpaid principal amount of and accrued -135- interest on the Loans, (IIb) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of 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 Letters Letter of Credit), and (IIIc) all other ObligationsObligations 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 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, provided that the foregoing shall not affect in any way the obligations of Lenders under Section 2.03(b)(vsubsection 3.3C(i) or Section 2.04(ethe obligations of Lenders to purchase participations in any unpaid Swing Line Loans as provided in subsection 2.1A(iii); . Any amounts described in clause (Cb) the above, when received by Administrative Agent, shall be held by Administrative Agent may cause pursuant to the terms of the Collateral Agent Account 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 enforce any clause (ii) of such paragraph Borrower shall pay all arrears of interest and all Liens payments on account of principal 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 security interests created 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 Security Documentssubsection 10.6, then Requisite Lenders, by written notice to Borrower, may at their option rescind and annul such acceleration and its consequences; (D) the Administrative Agent but such action shall direct each Borrower to pay (and each Borrower hereby agrees upon receipt of such notice, or upon the occurrence of not affect any subsequent Event of Default specified in Sections 8.01(f) 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 (g) are not intended, directly or indirectly, to pay) benefit Borrower, and such provisions shall not at any time be construed so as to grant Borrower the Revolving right to require Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent such additional amounts or Lenders from exercising any 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 or remedies available to the Administrative Agent, the Revolving Administrative Agent, the Collateral Agent, the Lenders and them under any Issuing Bank under of the Loan Documents or under applicable law or Documents, even if the conditions set forth in equitythis paragraph are met.

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 Credit Parties hereunder, as provided in the indenture or other documents governing such Subordinated Indebtedness, or any Loan Credit Party, any Affiliate of any Loan Credit Party, the trustee or agent of trustee in respect of any such the Subordinated Indebtedness or the holders of at least 25.025% in aggregate principal amount of such the Subordinated Indebtedness shall so assert; THEN, (1) upon the occurrence of any Event of Default described in Section 8.01(f9.01(f) or 8.01(g9.01(g), automatically, and (2) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the consent of the Required of) Requisite Lenders, upon notice to Borrower by Administrative Agent, (A) the Revolving Commitments, if any, of each Lender having such Revolving Commitments, Commitments and 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; (B) 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 Credit Party: (I) 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 (III) all other ObligationsObligations (other than Obligations in respect of Secured Hedge Agreements and Cash Management Agreements); provided, that the foregoing shall not affect in any way the obligations of Lenders under Section 2.03(b)(v) or Section 2.04(e); (C) the Administrative Agent may cause the Collateral Agent to enforce any and all Liens and security interests created pursuant to Security Collateral 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(f9.01(f) and (gor 9.01(g) to pay) to the Revolving Administrative Agent such additional amounts of cash as reasonable reasonably requested by any Issuing Bank, to be held as security for such Borrower’s reimbursement Obligations in respect of Letters of Credit then outstanding; 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 any 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 or under applicable at law or in equity.

Subordinated Indebtedness. (i) Any Subordinated Indebtedness permitted hereunder or of the guarantees thereof shall cease, Obligations for any reason, reason shall cease to be validly “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 Loan Parties hereunderdocuments evidencing or governing any Indebtedness that is expressly subordinated to the Obligations, as provided shall, in the indenture governing such Subordinated Indebtednesswhole or in part, terminate, cease to be effective, or cease to be legally valid, binding, and enforceable against any Loan Party, any Affiliate holder 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 assertapplicable subordinated Indebtedness; THEN, (1A) upon the occurrence of any Event of Default described in Section 8.01(f) or Section 8.01(g), automatically, automatically and (2B) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the consent of the of) Required Lenders, upon notice to Borrower by Administrative Agent, (A1) the Revolving Commitments, if any, of each Lender having such 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 Commitments shall immediately terminate; , (B2) 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, S/B Parent, Global Parent and Liberty Top Parent: (Ix) 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 (IIIy) all other Obligations; provided, that the foregoing shall not affect in any way the obligations of Lenders under Section 2.03(b)(vand (3) or Section 2.04(e); (C) the Administrative Agent Agents may cause the Collateral Agent to enforce any and all Liens and security interests created pursuant to Security Documents; (D) Collateral Documents and apply the Administrative Agent shall direct each Borrower proceeds thereof pursuant 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 or under applicable law or in equitySection 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 Credit Parties hereunder, as provided in the indenture governing such Subordinated Indebtedness, or any Loan Credit Party, any Affiliate of any Loan Credit Party, the agent of trustee in respect of any such the Subordinated Indebtedness or the holders of at least 25.025% in aggregate principal amount of such the Subordinated Indebtedness shall so assert; THEN, (1) upon the occurrence of any Event of Default described in Section 8.01(f9.01(f) or 8.01(g9.01(g), automatically, and (2) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the consent of the Required of) Requisite Lenders, upon notice to Borrower by Administrative Agent, (A) the Revolving Commitments, if any, of each Lender having such Revolving Commitments, Commitments and 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; (B) 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 Credit Party: (I) 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 (III) all other ObligationsObligations (other than Obligations in respect of Secured Hedge Agreements and Cash Management Agreements); provided, that the foregoing shall not affect in any way the obligations of Lenders under Section 2.03(b)(v) or Section 2.04(e); (C) the Administrative Agent may cause the Collateral Agent to enforce any and all Liens and security interests created pursuant to Security Collateral Documents; and (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(f9.01(f) and (gor 9.01(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 or under applicable law or in equity.

Subordinated Indebtedness. Any Subordinated Indebtedness permitted hereunder or the guarantees thereof There shall cease, for occur any reason, to be validly subordinated to the Obligations of the Loan Parties hereunder, as provided in the indenture governing such default under any Subordinated Indebtedness, or there shall occur any Loan Partyevent 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 Affiliate portion of any Loan PartySubordinated Indebtedness; or Holdings or any of its Subsidiaries shall for any reasons purchase, the agent of trustee 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 such Subordinated Indebtedness or Indebtedness, except to the holders of at least 25.0% in aggregate principal amount of such Subordinated Indebtedness shall so assertextent expressly permitted by subsection 7.5; THEN, THEN (1i) upon the occurrence of any Event of Default described in Section 8.01(f) subsection 8.6 or 8.01(g)8.7, automatically, and (2) upon the occurrence and during the continuance of any other Event of Default, at the request of or with the consent of the Required Lenders, (A) the Revolving Commitments, if any, of each Lender having such 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; (B) 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: (Ia) the unpaid principal amount of and accrued interest on the Loans, (IIb) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of 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 Letters Letter of Credit), and (IIIc) all other ObligationsObligations 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 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, PROVIDED that the foregoing shall not affect in any way the obligations of Lenders under Section 2.03(b)(vsubsection 3.3C(i) or Section 2.04(ethe obligations of Lenders to purchase assignments of any unpaid Swing Line Loans as provided in subsection 2.1A(iv); . Any amounts described in clause (Cb) the above, when received by Administrative Agent, shall be held by Administrative Agent may cause pursuant to the Collateral Agent 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 enforce any clause (ii) of such paragraph Borrower shall pay all arrears of interest and all Liens payments on account of principal 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 security interests created 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 Security Documentssubsection 10.6, then Requisite Lenders, by written notice to Borrower, may at their option rescind and annul such acceleration and its consequences; (D) the Administrative Agent but such action shall direct each Borrower to pay (and each Borrower hereby agrees upon receipt of such notice, or upon the occurrence of not affect any subsequent Event of Default specified in Sections 8.01(f) 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 (g) are not intended, directly or indirectly, to pay) benefit Borrower, and such provisions shall not at any time be construed so as to grant Borrower the Revolving right to require Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent such additional amounts or Lenders from exercising any 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 or remedies available to the Administrative Agent, the Revolving Administrative Agent, the Collateral Agent, the Lenders and them under any Issuing Bank under of the Loan Documents or under applicable law or Documents, even if the conditions set forth in equitythis paragraph are met.

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) FML Holdings shall own any material assets other than the shares of Holdings or the net cash proceeds from equity issuances by FML Holdings of shares in FML Holdings or (ii) any material portion of Consolidated Adjusted EBITDA shall be derived from operations other than the operations of Holdings and its Subsidiaries; THEN, (1) upon the occurrence of any Event of Default described in Section 8.01(f) or 8.01(g), automatically, and (2) upon the occurrence and during the continuance of any other Event of Default, at the request of or with the consent of the Required Lenders, (A) the Revolving Commitments, if any, of each Lender having such 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; (B) 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: (I) the unpaid principal amount of and accrued interest on the Loans, and (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 (III) all other Obligations; provided, that the foregoing shall not affect in any way the obligations of Lenders under Section 2.03(b)(v) or Section 2.04(e); (CB) the Administrative Agent may cause the Collateral Agent to enforce any and all Liens and security interests created pursuant to Security Documents; and (DC) 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 Lenders and the other Secured Parties all rights and remedies available to the Administrative Agent, the Revolving Administrative Agent, Agent the Collateral Agent, Agent and the Lenders and any Issuing Bank under the Loan Documents or under applicable law or in equity.

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 Credit Parties hereunder, as provided in the indenture governing such Subordinated Indebtedness, or any Loan Credit Party, any Affiliate of any Loan Credit Party, the agent of trustee in respect of any such the Subordinated Indebtedness or the holders of at least 25.025% in aggregate principal amount of such the Subordinated Indebtedness shall so assert; THEN, (1) upon the occurrence of any Event of Default described in Section 8.01(f9.01(f) or 8.01(g9.01(g), automatically, and (2) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the consent of the Required of) Requisite Lenders, upon notice to Borrower by Administrative Agent, (A) the Revolving Commitments, if any, of each Lender having such Revolving Commitments, Commitments and 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; (B) 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 Credit Party: (I) 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 (III) all other ObligationsObligations (other than Obligations in respect of Secured Hedge Agreements and Cash Management Agreements); provided, that the foregoing shall not affect in any way the obligations of Lenders under Section 2.03(b)(v) or Section 2.04(e); (C) the Administrative Agent may cause the Collateral Agent to enforce any and all Liens and security interests created pursuant to Security Collateral Documents; and (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(f9.01(f) and (gor 9.01(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 or under applicable law or in equity.

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 Credit Parties hereunder, as provided in the indenture governing such Subordinated Indebtedness, or any Loan Credit Party, any Affiliate of any Loan Credit Party, the agent of trustee in respect of any such the Subordinated Indebtedness Notes or the holders of at least 25.025% in aggregate principal amount of such the Subordinated Indebtedness Notes shall so assert; THEN, (1) upon the occurrence of any Event of Default described in Section 8.01(f9.01(f) or 8.01(g9.01(g), automatically, and (2) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the consent of the Required of) Requisite Lenders, upon notice to Borrower by Administrative Agent, (A) the Revolving Commitments, if any, of each Lender having such Revolving Commitments, Commitments and 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; (B) 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 Credit Party: (I) 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 (III) all other ObligationsObligations (other than Obligations in respect of Secured Hedge Agreements and Cash Management Agreements); provided, that the foregoing shall not affect in any way the obligations of Lenders under Section 2.03(b)(v) or Section 2.04(e); (C) the Administrative Agent may cause the Collateral Agent to enforce any and all Liens and security interests created pursuant to Security Collateral Documents; and (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(f9.01(f) and (gor 9.01(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 or under applicable law or in equity.

Subordinated Indebtedness. Any Subordinated Indebtedness permitted hereunder or the guarantees thereof (a) There shall cease, for occur any reason, to be validly subordinated to the Obligations of the Loan Parties hereunder, as provided in the indenture governing such default under any Subordinated Indebtedness, or there shall occur any Loan Partyevent 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 Affiliate portion of any Loan PartySubordinated Indebtedness; (b) Borrower or any of its Subsidiaries shall for any reason 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 agent of extent expressly permitted by subsection 7.5 or (c) the trustee in respect of any such Subordinated Indebtedness or the requisite holders of at least 25.0% in aggregate principal amount of such the notes evidencing the Subordinated Indebtedness shall so assert; THEN, contest the validity or enforceability of any subordination provisions contained within the agreements related to any Subordinated Indebtedness; (1i) upon the occurrence of any Event of Default described in Section 8.01(f) subsection 8.6, 8.7 or 8.01(g8.15(b), automatically, and (2) upon the occurrence and during the continuance of any other Event of Default, at the request of or with the consent of the Required Lenders, (A) the Revolving Commitments, if any, of each Lender having such 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; (B) 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: (Ia) the unpaid principal amount of and accrued interest on the Loans, (IIb) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of 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 Letters Letter of Credit), and (IIIc) all other ObligationsObligations 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, 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 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, and the right of any Lender to issue any Letter of Credit hereunder shall thereupon terminate; provided, provided that the foregoing shall not affect in any way the obligations of Lenders under Section 2.03(b)(vsubsection 3.3C(i). Notwithstanding anything contained in the preceding paragraph, if at any time within 60 days after an acceleration of the Loans pursuant to clause (ii) or Section 2.04(e); (C) the Administrative Agent may cause the Collateral Agent to enforce any of such paragraph Borrower shall pay all arrears of interest and all Liens payments on account of principal 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 security interests created 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 Security Documentssubsection 10.6, then Requisite Lenders, by written notice to Borrower, may at their option rescind and annul such acceleration and its consequences; (D) the Administrative Agent but such action shall direct each Borrower to pay (and each Borrower hereby agrees upon receipt of such notice, or upon the occurrence of not affect any subsequent Event of Default specified in Sections 8.01(f) 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 (g) are not intended, directly or indirectly, to pay) benefit Borrower, and such provisions shall not at any time be construed so as to grant Borrower the Revolving right to require Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent such additional amounts or Lenders from exercising any 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 or remedies available to the Administrative Agent, the Revolving Administrative Agent, the Collateral Agent, the Lenders and them under any Issuing Bank under of the Loan Documents or under applicable law or Documents, even if the conditions set forth in equitythis paragraph are met.

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 Credit Parties hereunder, as provided in the indenture governing such Subordinated Indebtedness, or any Loan Credit Party, any Affiliate of any Loan Credit Party, the agent of trustee in respect of any such the Subordinated Indebtedness Notes or the holders of at least 25.025% in aggregate principal amount of such the Subordinated Indebtedness Notes shall so assert; THEN, (1) upon the occurrence of any Event of Default described in Section 8.01(f8.1(g) or 8.01(g8.1(h), automatically, and (2) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the consent of the Required of) Requisite Lenders, upon notice to Borrower by Administrative Agent, (A) the Revolving Commitments, if any, of each Lender having such Revolving Commitments, Commitments and 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; (B) 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 Credit Party: (I) 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 (III) all other Obligations; provided, that the foregoing shall not affect in any way the obligations of Lenders under Section 2.03(b)(v2.3(b)(v) or Section 2.04(e2.4(e); (C) the Administrative Agent may cause the Collateral Agent to enforce any and all Liens and security interests created pursuant to Security Collateral Documents; and (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(f8.1(g) and (gh) to pay) to the Revolving Administrative Agent such additional amounts of cash as reasonable reasonably requested by any Issuing Bank, to be held as security for such Borrower’s reimbursement Obligations 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 or under applicable law or in equity.

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 Credit Parties hereunder, as provided in the indenture documents governing such Subordinated Indebtedness, or any Loan Credit Party, any Affiliate of any Loan Credit 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; THEN, (1) upon the occurrence of any Event of Default described in Section 8.01(f8.1(f) or 8.01(g8.1(g), automatically, and (2) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the consent of of) Requisite Lenders, upon notice to the Required LendersBorrower by the Administrative Agent, (A) the Revolving Commitments, if any, of each Lender having such 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; (B) 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 Credit Party: (I) the unpaid principal amount of and accrued interest and premium on the Loans, and (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 (III) all other Obligations; provided(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, that the foregoing whereupon such commitments and obligations shall not affect in any way the obligations of Lenders under Section 2.03(b)(v) or Section 2.04(e)be terminated; (C) the Administrative Agent may require the Borrower to Cash Collateralize the LC Exposure and (D) the Administrative Agent may cause the Collateral Agent to enforce any and all Liens and security interests created pursuant to Security Collateral 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 or under applicable law or in equity.

Subordinated Indebtedness. Any Subordinated Indebtedness permitted hereunder of the Credit Parties with an aggregate principal amount of (i) $20,000,000 or more, in the guarantees thereof case of Indebtedness incurred with respect to all Baseline Earnout Amounts, or (ii) $5,000,000 or more, in the case of all other such Subordinated Indebtedness, shall cease, for any reason, cease to be validly subordinated to the Obligations of the Loan Parties hereunder, as provided in the indenture governing agreements evidencing such Subordinated Indebtedness, or any Loan Partyin each case, any Affiliate to the extent that such failure has been determined by a court 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 assertcompetent jurisdiction; THEN, (1i) upon the occurrence of any Event of Default described in Section 8.01(f8.1(f) or 8.01(g8.1(g), automatically, and (2ii) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the consent of the Required of) Requisite Lenders, upon notice to Borrower by Administrative Agent, (A) the Revolving Commitments, if any, of each Lender having such Revolving Commitments, the obligation of any Issuing Bank to issue any Letter Letters of Credit and the obligation of any Swing Line Lender to make any Swing Line Loan Loans shall immediately terminate; (B) each of the following shall immediately become due and payable, in each case to the extent permitted by applicable law without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Loan Credit Party: (I) 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 (III) all other Obligations; provided, that the foregoing shall not affect in any way the obligations of Lenders under Section 2.03(b)(v2.3(b)(v) or Section 2.04(e2.4(e); (C) the Administrative Agent may cause the Collateral Agent to enforce any and all Liens and security interests created pursuant to Security Collateral 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(f8.1(f) and (g) ), to pay) to the Revolving Administrative Agent such additional amounts of cash as reasonable reasonably 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 and/or 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 Credit Documents or under applicable law or in equity.

Subordinated Indebtedness. Any Subordinated Indebtedness permitted hereunder or the guarantees thereof shall cease, for any reason, Unless consented 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; THEN, (1) upon the occurrence of any Event of Default described in Section 8.01(f) or 8.01(g), automatically, and (2) upon the occurrence and during the continuance of any other Event of Default, at the request of or with the consent of by the Required Lenders: (a) prepay, (A) redeem, purchase, repurchase, defease or otherwise satisfy prior to the Revolving Commitmentsscheduled maturity thereof in any manner, if any, of each Lender having such Revolving Commitments, the obligation or make any payment in violation of any Issuing Bank to issue subordination terms of, any Letter of Credit and the obligation of any Swing Line Lender to make any Swing Line Loan shall immediately terminate; (B) each of the following shall immediately become due and payableSubordinated Indebtedness, in each case without presentmentincluding pursuant to any change of control, demandsale of assets, protest or other requirements issuance of any kind, all of which are hereby expressly waived by each Loan Party: (I) equity or otherwise as may be set forth in the unpaid principal amount of and accrued interest on the Loans, (II) an amount equal terms therefor or available to the maximum amount that may Borrower at its option; or (b) amend, modify or change in any time be drawn under all Letters manner any term or condition of Credit then outstanding any Subordinated Indebtedness (regardless including without limitation any of whether any beneficiary under any the documents evidencing 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 (IIISubordinated Indebtedness) all other Obligations; provided, so that the foregoing shall not affect in any way the obligations of Lenders under Section 2.03(b)(v) or Section 2.04(e); (C) the Administrative Agent may cause the Collateral Agent to enforce any terms 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) conditions thereof are less favorable 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 Lenders than the terms and conditions of such Indebtedness as of December 30, 2003; provided that at any time the Borrower may exercise on behalf of themselvesprepay, the Lendersredeem, each Issuing Bank and the other Secured Parties all rights and remedies available purchase, repurchase, defease or otherwise satisfy prior to the Administrative Agentscheduled maturity thereof (each such event a "Bond Repurchase") a principal amount of Subordinated Indebtedness so long as both immediately before and after the making of any such Bond Repurchase, and pro forma for each such Bond Repurchase, (i) the Available Repurchase Amount is not less than $0, (ii) the Total Leverage Ratio is less than or equal to 1.75 to 1.00, (iii) the excess of the Aggregate Revolving Administrative AgentCredit Commitments over the aggregate Outstanding Amount of all Revolving Loans, the Collateral AgentSwing Line Loans and L/C Obligations shall equal or exceed $15,000,000, the Lenders and any Issuing Bank under the Loan Documents (iv) no Default or under applicable law or in equityEvent of Default shall have occurred and be continuing.

Subordinated Indebtedness. There shall occur and be continuing any "Event of Default" (or 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 the documents evidencing or governing 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 Subordinated Indebtedness. The subordination provisions of the documents (including, without limitation, any subordination agreement) evidencing or governing any Subordinated Indebtedness permitted hereunder shall, in whole or the guarantees thereof shall ceasein part, for any reasonterminate, cease to be validly subordinated effective or cease to the Obligations be legally valid, binding and enforceable against any holder of the Loan Parties hereunder, as provided in the indenture governing such applicable 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 assertindebtedness; THEN, (1A) upon the occurrence of any Event of Default described in Section 8.01(f8.1(f) or 8.01(gSection 8.1(g), automatically, and (2B) upon the occurrence and during the continuance continuation of any other Event of Default, at the request of (or with the consent of the of) Required Lenders, upon notice to Company by Agents, (A1) the Revolving Commitments, if any, of each Lender having such 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 Commitments shall immediately terminate; (B2) 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: (Ix) the unpaid principal amount of and accrued interest on the Term 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 (IIIy) all other Obligations; provided, that the foregoing shall not affect in any way the obligations of Lenders under Section 2.03(b)(vand (3) or Section 2.04(e); (C) the Administrative Agent Agents may cause the Collateral Agent to enforce any and all Liens and security interests created pursuant to Security Collateral 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 or under applicable law or in equity.

Subordinated Indebtedness. Any series, class or type of Subordinated Indebtedness permitted hereunder or the guarantees thereof shall cease, for any reason, to be validly subordinated to the Obligations of the Loan Credit Parties hereunder, as provided in the indenture governing corresponding Subordination Agreement or the subordination terms of such Subordinated Indebtedness, if applicable, or as a result of any structural change thereto, or any Loan Credit Party, any Affiliate of any Loan Credit Party, the agent of trustee in respect of any such Subordinated Indebtedness or the holders of at least 25.025% in aggregate principal amount or more of such series, class or type of such Subordinated Indebtedness shall so assert; . THEN, (1) upon the occurrence of any Event of Default described in Section 8.01(f8.1(f) or 8.01(g8.1(g), automatically, and (2) upon the occurrence and during the continuance of any other Event of Default, at the written request of or with the consent of the Required Requisite Lenders, upon notice to Company by Administrative Agent, (A) the Revolving Commitments, if any, of each Lender having such 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; (B) 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 Credit Party: (I) the unpaid principal amount of and accrued interest and premium on the Loans, and (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 (III) all other Obligations; provided, that . In addition to the foregoing shall not affect in any way the obligations of Lenders under Section 2.03(b)(v) or Section 2.04(e); (C) the rights and remedies, Administrative Agent may may, at the written request of Requisite Lenders, cause the Collateral Agent to enforce any and all Liens and security interests created pursuant to Security Collateral 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 Collateral Agent, at the Collateral Agent may exercise on behalf written request of themselves, the Requisite Lenders, each Issuing Bank and the may enforce any other Secured Parties all rights and remedies available to the Administrative Agent, the Revolving Administrative Agent, the Collateral Agent, the Lenders and it under any Issuing Bank under the Loan Documents Credit Document or under applicable law or in equitylaw.

Subordinated Indebtedness. (i) Any Indebtedness pursuant to the Subordinated Indebtedness permitted hereunder Notes or the Subordinated Notes Indenture, any Permitted Refinancing thereof or the guarantees thereof shall cease, for any reason, to be validly subordinated to the Obligations of the Loan Credit Parties hereunder, as provided in the indenture governing such Subordinated IndebtednessNotes Indenture or (ii) any management, consulting, monitoring, advisory or other fee payable to the Sponsor or its Affiliates pursuant to the Management Agreement, shall cease, for any Loan Partyreason, to be validly subordinated to the Obligations of the Credit Parties hereunder, as provided in the Management Fee Subordination Agreement, or, in either case, any Credit Party or 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 Credit Party shall so assert; THEN, (1) upon the occurrence of any Event of Default described in Section 8.01(f8.1(f) or 8.01(g8.1(g), automatically, and (2) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the consent of the Required of) Requisite Lenders, upon notice to Borrower by Administrative Agent, (A) the Revolving Commitments, if any, of each Lender having such Revolving Commitments, Commitments and the obligation of any Issuing Bank Lender to issue any Letter of Credit and the obligation of any Swing Line Lender to make any Swing Line Loan shall immediately terminate; (B) 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 Credit Party: (I) 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 (III) all other Obligations; provided, that the foregoing shall not affect in any way the obligations of Lenders having Revolving Exposure under Section 2.03(b)(v2.3(b)(v) or Section 2.04(e2.4(e); (C) the Administrative Agent may cause the Collateral Agent to enforce any and all Liens and security interests created pursuant to Security Collateral Documents; and (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(f8.1(f) and (g) to pay) to the Revolving Administrative Agent such additional amounts of cash as reasonable reasonably requested by any Issuing BankLender, 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 or under applicable law or in equity.

Subordinated Indebtedness. Any (i) No Obligor shall, in any manner, make (or give notice in respect of) any voluntary or optional payment or prepayment on, or redemption or acquisition for value of, or redeem, defease or otherwise satisfy prior to the scheduled maturity of, its Subordinated Indebtedness permitted hereunder (including, without limitation, under the Qualifying Sub-Debt Issuance); and (ii) no Obligor shall directly or indirectly, purchase or otherwise acquire any of its Subordinated Indebtedness (including, without limitation, under the guarantees thereof Qualifying Sub-Debt Issuance), unless (A) no Event of Default or Incipient Default then exists or would exist after giving effect to any such action described in clause (i) or (ii), (B) any such action described in clause (i) or (ii) is effected solely with the proceeds of the sale of the Borrower's common stock, preferred stock, or options or warrants therefor, provided, however, that nothing in this clause (B) shall ceasebe construed to release or waive the Borrower's prepayment Obligations under and pursuant to Section 3.3(c), for any reason(C) the Agent shall have received 30 days' prior written notice thereof, to be validly subordinated and (D) the Borrower shall have delivered to the Obligations Agent or any Bank such information, certificates and other materials as the Agent or such Bank may reasonably request in connection therewith. No Obligor shall make any payment on or in respect of the Loan Parties hereunderprincipal of or interest on Subordinated Indebtedness (including, as provided without limitation, under the Qualifying Sub-Debt Issuance), or take or fail to take any other action, in violation of the indenture subordination provisions applicable to such Subordinated Indebtedness. (b) No Obligor shall amend, supplement, modify or waive any of the terms of any Subordinated Indebtedness or any instrument evidencing, guarantying or otherwise governing such Subordinated Indebtedness (i) if the effect of any such amendment, supplement, modification or waiver would be to (A) increase the principal or interest payable on any of such Subordinated Indebtedness, or change the date on which 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; THEN, (1) upon the occurrence of any Event of Default described in Section 8.01(f) or 8.01(g), automatically, and (2) upon the occurrence and during the continuance of any other Event of Default, at the request of or with the consent of the Required Lenders, (A) the Revolving Commitments, if any, of each Lender having such 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 same shall immediately terminate; (B) each of the following shall immediately be and/or become due and payable, in each case without presentment(B) shorten the term of any of such Subordinated Indebtedness, demand(C) create additional events of default under any of such documents, protest or impose any obligation on any Obligor (whether consisting of affirmative or negative covenants, or otherwise), the failure to comply with which would cause an event of default under any of such documents, (D) create any additional, or modify any existing, right or remedy available to the holder of such Subordinated Debt or any indenture trustee of any indenture comprising part of the documents evidencing, guarantying or otherwise governing such Subordinated Indebtedness upon a default thereunder, or shorten any grace period or other requirements period of delay before a default thereunder shall be deemed to exist or before such holder or trustee may exercise any right or remedy by virtue of any kinddefault, all or (E) limit or otherwise impair any provisions or agreements which subordinate the priority of such Subordinated Indebtedness in favor of the Obligations (whether by general description or specific reference) or which are hereby expressly waived by each Loan Party: (I) the unpaid principal amount of and accrued interest impose restrictions or limitations on the Loans, (II) an amount equal right of the holder thereof to receive payments or exercise remedies or otherwise modify terms of subordination approved by 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 Banks pursuant to present, the drafts or other documents or certificates required to draw under such Letters of Credit)Section 1.1, and (IIIii) all other Obligations; provided, that the foregoing shall not affect in any way event, without delivering to the obligations Agent written notice of Lenders under Section 2.03(b)(vany such amendment, supplement, modification or waiver not less than ten (10) or Section 2.04(e); (C) the Administrative Agent may cause the Collateral Agent Banking Days prior to enforce its effectiveness, which notice shall include a true and complete copy of 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 instruments effecting such noticeamendment, supplement, modification 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 or under applicable law or in equitywaiver.

Subordinated Indebtedness. Any There shall occur and be continuing any “Event of Default” (or any comparable term) 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 the documents evidencing or governing any Subordinated Indebtedness, (iii) 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 permitted hereunder shall fail to perform or the guarantees thereof shall cease, for comply with any reason, to be validly subordinated to the Obligations of the Loan Parties hereunder, as provided in subordination provisions of the indenture documents evidencing or governing such Subordinated IndebtednessIndebtedness (including, without limitation, any Subordination Agreement), or any Loan Party(v) the subordination provisions of the documents (including, without limitation, any Affiliate of Subordination Agreement) evidencing or governing any Loan Party, the agent of trustee in respect of any such Subordinated Indebtedness 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 holders of at least 25.0% in aggregate principal amount of such applicable Subordinated Indebtedness shall so assertIndebtedness; or THEN, (1A) upon the occurrence of any Event of Default described in Section 8.01(f8.1(f) or 8.01(gSection 8.1(g), automatically, and (2B) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the consent of the of) Required Lenders, upon notice to Administrative Borrower by Agent, (A1) the Revolving Commitments, if any, of each Lender having such 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 Commitments shall immediately terminate; (B2) 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: (Ix) 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)Loans and Reimbursement Obligations, and (IIIy) all other Obligations; provided, that the foregoing shall not affect in any way the obligations of Lenders under Section 2.03(b)(v) or Section 2.04(e2.3(e); (C3) the Administrative Agent may cause the Collateral Agent to enforce any and all Liens and security interests created pursuant to Security Collateral Documents; (D4) the Administrative Agent Borrowers shall direct Cash Collateralize 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 Letter of Credit then outstanding; and (E5) the Administrative Agent, Borrowers shall be obligated to provide (and Borrowers agree that they will provide) Bank Product Collateralization to be held as security for the Revolving Administrative Agent and the Collateral Agent may exercise on behalf Borrowers’ Obligations in respect of themselves, the Lenders, each Issuing outstanding 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 or under applicable law or in equityProduct Obligations.