Common use of Remedies Upon Event of Default Clause in Contracts

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit): (i) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iii) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (iv) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. (a) If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (i) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowerBorrowers; (iii) require that the Borrower Borrowers Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (iv) subject to the Intercreditor Agreement, exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to Borrower Xxxxxxx under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable and the obligation of the Borrower Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. (b) Notwithstanding the foregoing, for the purpose of this Agreement, for the period from the Closing Date until the date which falls three months after the Pushdown Date (the “Clean-Up Period”), a breach of the representations and warranties or a breach of the covenants or an Event of Default, will be deemed not to be a breach of warranty or a breach of covenant or an Event of Default (as the case may be) if it would have been (if it were not for this provision) a breach of warranty or a breach of covenant or an Event of Default only by reason of circumstances existing at or within one month following the Pushdown Date and relating exclusively to the business or operations of the Company and its Subsidiaries (other than Xxxxxxx) or any of them if and for so long as the circumstances giving rise to the relevant breach of warranty or breach of covenant or Event of Default: (i) are capable of being cured and, if Xxxxxxx (or following the date which is one month after the Pushdown Date, any of the Borrowers and their respective Subsidiaries) is aware of the relevant circumstances at the time, reasonable efforts are being used to cure the same; (ii) have not been procured by or approved by Xxxxxxx or other entities formed by the Sponsors (or following the date which is one month after the Pushdown Date, any of the Borrowers and their respective Subsidiaries or such other entities formed by the Sponsors); and (iii) do not have a Material Adverse Effect, provided that if the relevant circumstances are continuing at the end of the Clean-Up Period there shall be a breach of warranty, breach of covenant or Event of Default, as the case may be.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may andwith the consent of, and shall at the request of of, the Required Lenders, shall Lenders take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment Commitments of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments Commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Credit Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowerBorrowers; (iiic) require that the Borrower Borrowers Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (ivd) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Credit Documents or applicable Law; provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to to: (x) the Parent Borrower under the Bankruptcy Code of the United States, the obligation Commitments of each Lender to make Loans the Parent Borrower and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans owed by the Parent Borrower and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Parent Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, (y) the Swiss Subsidiary Borrower under the Debtor Relief Laws of Switzerland, the Commitments of each Lender to the Swiss Subsidiary Borrower shall automatically terminate, the unpaid principal amount of all outstanding Loans owed by the Swiss Subsidiary Borrower and all interests and other amounts as aforesaid shall automatically become due and payable and (z) the Japanese Subsidiary Borrower under the Debtor Relief Laws of Japan, the Commitments of each Lender to the Japanese Subsidiary Borrower shall automatically terminate, the unpaid principal amount of all outstanding Loans owed by the Japanese Subsidiary Borrower and all interests and other amounts as aforesaid shall automatically become due and payable in each case without further act of the Administrative Agent or any Lender. Notwithstanding anything to the contrary, if the only Events of Default then having occurred and continuing are pursuant to a failure to observe a Financial Covenant, the Administrative Agent shall only take the actions set forth in this Section 8.02 at the request of the Required Facility Lenders (as opposed to Required Lenders) under the Revolving Credit Facilities and the Term A Facilities.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may andshall, at the request of of, or may, with the consent of: (a) the Required Revolving Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (i) declare the commitment of each Revolving Lender to make Revolving Loans and any obligation obligations of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (ii) declare the unpaid principal amount of all outstanding Revolving Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document with respect to the Revolving Commitments, Revolving Loans or Letters of Credit to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iii) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (iv) exercise on behalf of itself and the Revolving Lenders all rights and remedies available to it and the Revolving Lenders under the Loan Documents or applicable Lawlaw; provided and (b) the Required Incremental Term Lenders, take any or all of the following actions: (i) declare the commitment, if any, of each Incremental Term Lender to make Incremental Term Loans to be terminated, whereupon such commitments shall be terminated; (ii) declare the unpaid principal amount of all outstanding Incremental Term Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document with respect to the Incremental Term Loans to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; and (iii) exercise on behalf of itself and the Incremental Term Lenders all rights and remedies available to it and the Incremental Term Lenders under the Loan Documents or applicable law, including, without limitation, its rights with respect to any Incremental Term Loan Cash Collateral; provided, however, in each case, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Revolving Credit Loans, Swing Line Loans, and L/C Obligations, any Letters of CreditCredit and L/C Credit Extensions): (i) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iii) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (iv) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent shall not have any rights or remedies with respect to any pledge of the Equity Interests of AFA or any other registered investment adviser unless the Required Regulatory Approvals shall have been obtained with respect to each applicable exercise of rights or remedies.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions (or, if to the extent such Event of Default solely comprises a Financial Covenant Event of Default occurs and is continuing and Default, prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Class Lenders under with respect to the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Loans, Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit): (ia) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowerLoan Parties; (iiic) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (ivd) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided provided, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the United States Bankruptcy Code of the United States(11 U.S.C. § 101, et seq.), the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may may, and, at the request of the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowerBorrower (to the extent permitted by applicable law); (iiic) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to 103% of the then Outstanding Amount thereof); and; (ivd) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; (e) solely in connection with an Event of Default under Section 8.01(b)(ii) (a “Financial Covenant Event of Default”) that is uncured or unwaived, the Required Revolving Lenders may, so long as a Compliance Date continues to be in effect, either (x) terminate the Revolving Credit Commitments and/or (y) take the actions specified in Section 8.02(a), (b), (c) and (d) in respect of the Revolving Credit Commitments, the Revolving Credit Loans and Letters of Credit; and (f) solely in connection with a Financial Covenant Event of Default that is continuing, the Required Revolving Lenders may take the actions specified in Section 8.02(a), (b) and (d) from and after the date that the Required Revolving Lenders terminate the Revolving Credit Commitments and accelerate all Obligations in respect of the Revolving Credit Commitments; provided, however, that the Required Lenders may not take such actions if either (i) the Revolving Credit Loans have been repaid in full (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit) or (ii) the Financial Covenant Event of Default has been waived by either the Required Revolving Lenders or the Required Lenders; provided that upon the occurrence of an actual or deemed entry of an order any event described in Section 8.01(f) (but without giving effect to any grace periods contemplated therein (other than the grace period for relief any non-consensual insolvency)), with respect to Holdings or the Borrower under the Bankruptcy Code of the United States, States or any Debtor Relief Laws the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions (or, if to the extent such Event of Default solely comprises a Financial Covenant Event of Default occurs and is continuing and Default, prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Class Lenders under with respect to the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Loans, Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit): (ia) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowerLoan Parties; (iiic) require that the Borrower Borrowers Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (ivd) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided provided, that upon the occurrence of an actual or deemed entry of an order for relief with respect to Borrower Parent or either Borrowers under the United States Bankruptcy Code of the United States(11 U.S.C. § 101, et seq), the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable and the obligation of the Borrower Borrowers to Cash Collateralize Collateralize, on a joint and several basis, the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may andshall, at the request of of, or may, with the consent of, the Required Lenders, shall take any or all of the following actions actions: (or, if a Financial Covenant Event of Default occurs and is continuing and prior a) upon written notice to the expiration of the Term Loan Standstill PeriodBorrowers, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit): (i) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the each Borrower; (iiic) require that the Borrower Borrowers Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Minimum Collateral Amount thereofwith respect thereto); and; (ivd) exercise on behalf of itself itself, the Lenders and the Lenders L/C Issuer all rights and remedies available to it it, the Lenders and the Lenders L/C Issuer under the Loan Documents or applicable LawDocuments; provided and (e) direct the Collateral Agent in accordance with the Permitted Notes Intercreditor Agreement to exercise on behalf of the Secured Bank Creditors all rights and remedies available to the Secured Bank Creditors under the Security Instruments; provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable and payable, the obligation of the Borrower Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, and all payment obligations under the Guaranty of each Guarantor shall automatically become due and payable, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may andshall, at the request of of, or may, with the consent of, the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment Commitment of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments Commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the each Borrower; (iiic) require that the each Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (ivd) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the United StatesStates (or, in the case of any Designated Borrower that is a Foreign Subsidiary, under the comparable laws of the applicable jurisdiction), the obligation of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the each Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may andshall, at the request of of, or may, with the consent of, the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment of each Revolving Lender to make Revolving Loans and any obligation of the L/C Issuers C-BA Issuer to make L/C C-BA Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the each Borrower; (iiic) require that the Borrower Borrowers Cash Collateralize the L/C C-BA Obligations (in an amount equal to the then Outstanding Amount thereof); and; (ivd) exercise on behalf of itself itself, the Lenders and the Lenders L/C-BA Issuer all rights and remedies available to it it, the Lenders and the Lenders L/C-BA Issuer under the Loan Documents; and (e) direct the Administrative Agent (as collateral agent) in accordance with the Intercreditor Agreement to exercise on behalf of the Secured Parties all rights and remedies available to the Secured Parties under the Collateral Documents or applicable Law; provided provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the United Statesany Debtor Relief Law, the obligation of each Lender to make Loans and any obligation of the L/C Issuers C-BA Issuer to make L/C C-BA Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower Borrowers to Cash Collateralize the L/C C-BA Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. If Subject to Section 8.04, if any Event of Default occurs and is continuing, the Administrative Agent may andwith the consent of the Required Lenders and shall, at the request of the Required Lenders, shall take any or all of the following actions actions: (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, 1) at the request direction of the Required Revolving Credit Lenders under the Revolving Credit Facility onlyLenders, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit): (i) declare the commitment Commitments of each Lender to make Loans and any obligation of the L/C Issuers Issuing Banks to make L/C Credit Extensions and the Swing Line Lender to make Swing Line Loans to be terminated, whereupon such commitments Commitments and obligation shall will be terminated; (ii2) at the direction of the Required Lenders, declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iii3) at the direction of the Required Lenders, require that the Borrower Cash Collateralize the L/C Obligations then outstanding Letters of Credit (in an amount equal to the then Outstanding Amount thereof); and (iv4) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code Title 11 of the United StatesStates Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”), the obligation Commitments of each Lender to make Loans and any obligation of the L/C Issuers Issuing Banks to issue Letters of Credit and any obligation of the Swing Line Lender to make L/C Credit Extensions shall Swing Line Loans, will automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall will automatically become due and payable payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations Letters of Credit as aforesaid shall will automatically become effective, in each case without further act of the Administrative Agent or any Lender.. After the Priority Revolving Facility Termination Date shall have occurred, the Administrative Agent may with the consent of the Required Facility Lenders under the Priority Revolving Facility and shall, at the request of the Required Facility Lenders under the Priority Revolving Facility, take any or all of the following actions:

Remedies Upon Event of Default. If Subject to Section 8.04, if any Event of Default occurs and is continuing, the Administrative Agent may andmay, at any time after the Closing Date, with the consent of the Required Lenders and shall, at the request of the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (i1) declare the commitment Commitments of each Lender to make Loans and any obligation of the L/C Issuers Issuing Banks to make L/C Credit Extensions to be terminated, whereupon such commitments Commitments and obligation shall will be terminated; (ii2) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iii3) require that the Borrower Cash Collateralize the L/C Obligations then outstanding Letters of Credit (in an amount equal to the then Outstanding Amount thereof); and (iv4) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided that (a) upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code Title 11 of the United StatesStates Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”), the obligation Commitments of each Lender to make Loans and any obligation of the L/C Issuers Issuing Banks to make L/C Credit Extensions shall issue Letters of Credit, will automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall will automatically become due and payable payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations Letters of Credit as aforesaid shall will automatically become effective, in each case without further act of the Administrative Agent or any LenderLender and (b) notwithstanding anything to the contrary, if the only Events of Default then having occurred and continuing are pursuant to a Financial Covenant Event of Default, then, unless a Financial Covenant Cross Default has occurred and is continuing, the Administrative Agent shall only take the actions set forth in this Section 8.02 at the request (or with the consent) of the Required Facility Lenders under the Revolving Facilities (as opposed to the Required Lenders) and only with respect to the Revolving Commitments, Revolving Loans, Letters of Credit and Obligations under the Revolving Facilities.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Revolving Credit Loans, Swing Line Loans, and L/C Obligations, any Letters of CreditCredit and L/C Credit Extensions): (i) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iii) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (iv) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. If any an Event of Default occurs and is continuing, the Term Administrative Agent may andshall, at upon the written request of the Required Lenders, shall take any or all of the following actions Lenders (or, if a Financial Covenant in the case of an Event of Default occurs and is continuing and prior relating to the expiration of the Term Loan Standstill PeriodSection 10.7, at the request of the Required Revolving Credit Lenders under following the Revolving Credit Facility onlyexpiration of the Borrower’s ability to effectuate the Cure Right), and by written notice to the Borrower, without prejudice to the rights of the Administrative Agents or any Lender to enforce its claims against the Borrower, except as otherwise specifically provided for in such case only this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Revolving Credit CommitmentsBorrower, Swing Line Loansthe result that would occur upon the giving of written notice by the Term Administrative Agent as specified in clauses (i), (ii), (iii) and (iv) below shall occur automatically without the giving of any Letters of Credit): such notice): (i) declare the commitment Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender to make Loans or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any obligation Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind and, after any termination of the L/C Issuers Revolving Credit Commitments pursuant to make L/C Credit Extensions this clause (i), the Required Term Loan Lenders shall have the right to be terminated, whereupon such commitments and obligation shall be terminated; accelerate the Term Loans; (ii) declare the unpaid principal amount of and any accrued interest and fees in respect of all outstanding LoansLoans (or, in the case of action by the Required Revolving Credit Lenders, all interest accrued and unpaid thereon, Revolving Credit Loans) and all other amounts owing or payable hereunder or under any other Loan Document related Obligations to be immediately be, whereupon the same shall become, forthwith due and payable, payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; Borrower to the extent permitted by applicable law; (iii) require terminate any Letter of Credit that the Borrower Cash Collateralize the L/C Obligations (may be terminated in an amount equal to the then Outstanding Amount thereof)accordance with its terms; and and/or (iv) exercise on behalf of itself direct the Borrower to (and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents Borrower agrees that upon receipt of such notice, or applicable Law; provided that upon the occurrence of an actual or deemed entry Event of an order for relief Default specified in Section 11.5 with respect to Borrower the Borrower, it will) Cash Collateralize all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the Bankruptcy Code covenant under Section 10.7, the actions previously described will be permitted to occur only following the expiration of the United States, ability to effectuate the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any LenderCure Right.

Remedies Upon Event of Default. (a) If any Event of Default occurs and is continuingcontinuing (other than an Event of Default under Section 8.01(b)(ii) unless the conditions of the second proviso contained therein have been satisfied), the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (i) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iii) require that the Borrower Borrowers Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (iv) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided that (i) upon the occurrence of an actual or deemed entry Event of an order for relief Default under Section 8.01(f) with respect to Borrower under the Bankruptcy Code of the United StatesParent Borrower, the obligation of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any LenderLender and (ii) no such action set forth in this Section 8.02(a) may be taken prior to the Closing Date except as a result of (x) an Event of Default with respect to clause (a) of Section 8.01 with respect to a failure to pay principal or interest when due or (ii) an Event of Default under clause (f) of Section 8.01 with respect to a Borrower. (b) Subject to the first proviso in Section 8.01(b)(ii), if any Event of Default under Section 8.01(b)(ii) occurs and is continuing, the Administrative Agent may and, at the request of the Required Revolving Credit Lenders, shall take any or all of the following actions: (i) declare the commitment of each Lender to make Revolving Credit Loans and Swing Line Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (ii) declare the unpaid principal amount of all outstanding Revolving Credit Loans and Swing Line Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document under or in respect of the Revolving Credit Facility to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers; (iii) require that the Borrowers Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (iv) exercise on behalf of itself and the Revolving Credit Lenders all rights and remedies available to it and the Revolving Credit Lenders under the Loan Documents or applicable Laws, in each case under or in respect of the Revolving Credit Facility.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may andshall, at the request of of, or may, with the consent of, the Required Lenders, shall with notice to the Borrowers, take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment of each Lender to make Loans and any obligation of the Fronting L/C Issuers Issuer or each Lender, as applicable, to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowerBorrowers; (iiic) require that the each Borrower Cash Collateralize the its L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (ivd) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans to any Borrower and any obligation of the Fronting L/C Issuers Issuer or each Lender, as applicable, to make L/C Credit Extensions to the Borrowers shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may andshall, at the request of of, or may, with the consent of, the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowerCredit Parties; (iiic) require that the Borrower Credit Parties Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (ivd) exercise on behalf of itself itself, the Lenders and the Lenders L/C Issuers all rights and remedies available to it it, the Lenders and the Lenders L/C Issuers under the Loan Documents or applicable LawDocuments; provided provided, however, that upon the occurrence of an Event of Default with respect to any Credit Party pursuant to Section 8.01(f) or (g) or the occurrence of an actual or deemed entry of an order for relief with respect to Borrower any Credit Party under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower Credit Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may andshall, at the request of of, or may, with the consent of, the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment of each Lender to make Loans Credit Extensions and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iiic) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Minimum Collateral Amount thereofwith respect thereto); and (ivd) exercise on behalf of itself itself, the Lenders and the Lenders L/C Issuers all rights and remedies available to it it, the Lenders and the Lenders L/C Issuers under the Loan Documents or applicable LawDocuments; provided provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Parent, the Borrower or any Unencumbered Eligible Subsidiary under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans Credit Extensions and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may andshall, at the request of of, or may, with the consent of, the Required Lenders, shall take any or all of the following actions actions: (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under a) declare the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit): (i) declare the commitment Commitment of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments Revolving Credit Commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the each Borrower; (iiic) require that the each Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (ivd) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the United StatesStates (or, in the case of any Designated Borrower that is a Foreign Subsidiary, under the comparable laws of the applicable jurisdiction), the obligation of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the each Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Revolving Credit Loans, Swing Line Loans, and L/C Obligations, any Letters of CreditCredit and L/C Credit Extensions): (i) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowerBorrowers; (iii) require that the Borrower Borrowers Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (iv) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Parent Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable and the obligation of the Borrower Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions (or, if to the extent such Event of Default solely comprises a Financial Covenant Event of Default occurs and is continuing and Default, prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Class Lenders under with respect to the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Loans, Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit): (ia) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowerLoan Parties; (iiic) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (ivd) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided provided, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the United States Bankruptcy Code of the United States(11 U.S.C. § 101, et seq.), the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. If Except as provided in clause (a) below, if any Event of Default occurs and is continuing, the Administrative Agent may andwith the consent of the Required Lenders and shall, at the request of the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (i1) declare the commitment Commitments of each Lender to make Loans and any obligation of the L/C Issuers Issuing Banks to make L/C Credit Extensions and the Swing Line Lender to make Swing Line Loans to be terminated, whereupon such commitments Commitments and obligation shall will be terminated; (ii2) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iii3) require that the Borrower Cash Collateralize the L/C Obligations then outstanding Letters of Credit (in an amount equal to the then Outstanding Amount thereof); and (iv4) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code Title 11 of the United StatesStates Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”), the obligation Commitments of each Lender to make Loans and any obligation of the L/C Issuers Issuing Banks to issue Letters of Credit and any obligation of the Swing Line Lender to make L/C Credit Extensions shall Swing Line Loans, will automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall will automatically become due and payable payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations Letters of Credit as aforesaid shall will automatically become effective, in each case without further act of the Administrative Agent or any Lender; provided further that: (a) (i) if a Financial Covenant Event of Default occurs and is continuing, the Required Revolving Lenders may either (x) terminate the Revolving Commitments or (y) take the actions specified in this Section 8.02 in respect of the Revolving Commitments, the Revolving Loans, the Swing Line Loans and Letters of Credit and (ii) the Required Lenders may take any of the actions specified in this Section 8.02 in respect of a Financial Covenant Event of Default that has occurred and is continuing upon the occurrence of a Financial Covenant Cross Default; and (b) notwithstanding anything to the contrary, if the only Event of Default then having occurred and continuing is the Financial Covenant Event of Default, then the Administrative Agent may not take any of the actions set forth in this Section 8.02 (i) unless the Required Revolving Lenders have taken action under the preceding clause (a)(i) or (ii) during the period commencing on the date that the Administrative Agent receives a Notice of Intent to Cure and ending on the Cure Expiration Date with respect thereto in accordance with and to the extent permitted by Section 8.04.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (i) declare the commitment Revolving Credit Commitment of each Lender to make Loans (including Swing Line Loans) and any obligation of the L/C Issuers to make L/C issue Letters of Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (ii) declare the unpaid principal amount of all outstanding Loans (including Swing Line Loans), all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowerBorrowers; (iii) require that the Borrower Borrowers Cash Collateralize the amount of the L/C Obligations (in an amount equal to 101.50% of then Stated Amount of outstanding Letters of Credit plus 100.00% of then unreimbursed amounts due to the then Outstanding Amount thereofL/C Issuers); and (iv) exercise on behalf of itself and the Lenders Secured Parties all rights and remedies available to it and the Lenders Secured Parties under the Loan Documents or applicable Law; provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to Borrower the Borrowers under the Bankruptcy Code of the United StatesDebtor Relief Laws, the obligation of each Lender to make Loans (including Swing Line Loans) and any obligation of the L/C Issuers to make L/C issue Letters of Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans (including Swing Line Loans) and all interest and other amounts as aforesaid shall automatically become due and payable and the obligation obligations of the Borrower Borrowers to Cash Collateralize the amount of the L/C Obligations as aforesaid shall automatically become effective, in each case case, without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may andshall, at the request of of, or may, with the consent of, the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; provided that, to the extent permitted by applicable law, the Administrative Agent shall use good faith efforts to provide notice to the Revolving Borrower of such declaration, provided further, however, that the failure to provide such notice will not impair the effectiveness of such declaration or give rise to any liability of the Administrative Agent, any Lender or the L/C Issuer with respect thereto; (iib) upon notice to the Revolving Borrower, declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowerCompany and the Borrowers; (iiic) require that the any Borrower or Borrowers Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and; (ivd) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable LawLaw or equity; provided and (e) to the extent permitted pursuant to such Payment Commitment, revise, terminate or suspend Payment Commitments with any manufacturer or distributor; provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Company or any Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower Borrowers (jointly or severally) to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may andmay, with the consent of, and shall, at the request of of, the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (i) declare the commitment Commitment of each Lender to make Loans and any obligation of the L/C Issuers Issuing Banks to make L/C LC Credit Extensions to be terminated, whereupon such commitments Commitments and obligation shall be terminated; (ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowerBorrowers; (iii) require that the Borrower Borrowers Cash Collateralize the L/C LC Obligations (in an amount equal to the then Outstanding Amount thereof); and (iv) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents Documents, any document evidencing Indebtedness in respect of which the Facilities have been designated as “designated senior debt” (or any comparable term) or applicable Law; provided that upon the occurrence of an Event of Default as a result of an actual or deemed entry of an order for relief with respect to Borrower the Borrowers under any Debtor Relief Laws, the Bankruptcy Code of the United StatesRevolving Credit Commitments, the obligation of each Lender to make Loans and any obligation of the L/C Issuers Issuing Banks to make L/C LC Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable and the obligation of the Borrower Borrowers to Cash Collateralize the L/C LC Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may andshall, at the request of of, or may, with the consent of, (i) the Required LendersLenders (except with respect to an Event of Default under Section 8.01(b) when such Event of Default does not exist with respect to the Term Loans) or (ii) with respect to an Event of Default under Section 8.01(b) which only applies to the Revolving Credit Loans, shall the Required Revolving Lenders (but solely with respect to the Revolving Credit Loans, Revolving Credit Commitments and Letters of Credit), take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iiic) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (ivd) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Lawlaw; provided provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code Debtor Relief Laws of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. If (a) Subject to the terms and conditions of the Final DIP Order prior to the Conversion Date, if any Event of Default occurs and is continuing, the Administrative Agent may andmay, and shall, at the request of the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (i) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iii) require that the Borrower Cash Collateralize Collateralizes the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (iv) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided that (i) upon the occurrence of an actual or deemed entry Event of an order for relief with respect to Borrower Default under the Bankruptcy Code of the United StatesSection 8.01(f), the obligation of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any LenderLender and (ii) prior to the Conversion Date, with respect to enforcement of Liens or other remedies with respect to the Collateral of the Debtors, the Administrative Agent shall provide the Borrower at least five (5) Business Days’ prior written notice to the taking of such action; provided further that during such period, any party in interest shall be entitled to seek an emergency hearing with the Bankruptcy Court, for the sole purpose of contesting whether an Event of Default has occurred and/or is continuing. Notwithstanding anything to the contrary herein, the Designated Entities shall not be included in determining whether an Event of Default under clause (e), (f), (g) or (h) of Section 8.01 has occurred or is continuing to the extent related to, arising from, or in connection with the Staggered Emergence.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may andshall, at the request of of, or may, with the consent of, the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment Commitment of each Lender to make Loans and any obligation of the each L/C Issuers Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments Commitments and obligation obligations shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowerBorrowers; (iiic) require that the Borrower Borrowers Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Minimum Collateral Amount thereofwith respect thereto); and (ivd) exercise on behalf of itself itself, the Lenders and the Lenders L/C Issuers all rights and remedies available to it it, the Lenders and the Lenders L/C Issuers under the Loan Documents or applicable LawLaw or equity; provided provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the each L/C Issuers Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. If any Event of Default has occurred and is continuing, the Lenders, any Affiliate Counterparties or other Affiliates of Lenders may pursue any and all remedies provided for under any Swap Contracts.

Remedies Upon Event of Default. (a) If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (i) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowerBorrowers; (iii) require that the Borrower Borrowers Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (iv) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to Borrower Xxxxxxx under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable and the obligation of the Borrower Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. (b) Notwithstanding the foregoing, for the purpose of this Agreement, for the period from the Closing Date until the date which falls three months after the Pushdown Date (the “Clean-Up Period”), a breach of the representations and warranties or a breach of the covenants or an Event of Default, will be deemed not to be a breach of warranty or a breach of covenant or an Event of Default (as the case may be) if it would have been (if it were not for this provision) a breach of warranty or a breach of covenant or an Event of Default only by reason of circumstances existing at or within one month following the Pushdown Date and relating exclusively to the business or operations of the Company and its Subsidiaries (other than Xxxxxxx) or any of them if and for so long as the circumstances giving rise to the relevant breach of warranty or breach of covenant or Event of Default: (i) are capable of being cured and, if Xxxxxxx (or following the date which is one month after the Pushdown Date, any of the Borrowers and their respective Subsidiaries) is aware of the relevant circumstances at the time, reasonable efforts are being used to cure the same; (ii) have not been procured by or approved by Xxxxxxx or other entities formed by the Sponsors (or following the date which is one month after the Pushdown Date, any of the Borrowers and their respective Subsidiaries or such other entities formed by the Sponsors); and (iii) do not have a Material Adverse Effect, provided that if the relevant circumstances are continuing at the end of the Clean-Up Period there shall be a breach of warranty, breach of covenant or Event of Default, as the case may be.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may and(or shall, at the request of the Required Lenders, shall ) take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions Extensions, as applicable, to be terminated, whereupon such commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, all premiums accrued and unpaid thereon, if any, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iiic) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to 103% of the then Outstanding Amount thereof); and (ivd) exercise on behalf of itself itself, any L/C Issuers and the Lenders all rights and remedies available to it it, any L/C Issuers and the Lenders under the Loan Documents Documents, under any document evidencing Indebtedness in respect of which the Facilities have been designated as “Designated Senior Debt” (or any comparable term) and/or under applicable Law; provided provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United Statesany Debtor Relief Law, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall shall, in each case, automatically terminate, the unpaid principal amount of all outstanding Loans and all interest interest, premiums, if any, and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent Lender may and, at the request of the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment Commitment of each the Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments Commitment and obligation obligations shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document Obligations to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowerLoan Parties; (iiic) require that the Borrower Loan Parties Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof)Obligations; and (ivd) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise on behalf of itself and the Lenders all rights and remedies available to it and of the Lenders Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if the Obligations shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided provided, however, that upon the occurrence of an actual any Default or deemed entry Event of an order for relief Default with respect to Borrower any Loan Party or any Subsidiary thereof under the Bankruptcy Code of the United StatesSection 8.01(f), the obligation of each the Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any Lenderother provision of Law.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, with the consent of the Required Lenders the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowerBorrower (to the extent permitted by applicable law); (iiic) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to 103% of the then Outstanding Amount thereof); and; (ivd) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; (e) solely in connection with an Event of Default under Section 8.01(b)(ii) (a “Financial Covenant Event of Default”) that is uncured or unwaived, the Required Revolving Lenders may, so long as a Compliance Date continues to be in effect, either (x) terminate the Revolving Credit Commitments and/or (y) take the actions specified in Section 8.02(a), (b), (c) and (d) in respect of the Revolving Credit Commitments, the Revolving Credit Loans and Letters of Credit; and (f) solely in connection with a Financial Covenant Event of Default that is continuing, the Required Revolving Lenders may take the actions specified in Section 8.02(a), (b) and (d) on the date that the Required Revolving Lenders terminate the Revolving Credit Commitments or accelerate all Obligations in respect of the Revolving Credit Commitments; provided, however, that the Required Lenders may not take such actions if either (i) the Revolving Credit Loans have been repaid in full (other than contingent indemnification and reimbursement obligations for which no claim has been made) and the Revolving Credit Commitments have been terminated or (ii) the Financial Covenant Event of Default has been waived by either the Required Revolving Lenders or the Required Lenders; provided that upon the occurrence of an actual or deemed entry of an order any event described in Section 8.01(f) (but without giving effect to any grace periods contemplated therein (other than the grace period for relief any non-consensual insolvency)) with respect to Holdings or the Borrower under the Bankruptcy Code of the United StatesStates or any Debtor Relief Laws, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. If Subject to Section 8.04, if any Event of Default occurs and is continuing, the Administrative Agent may andwith the consent of the Required Lenders and shall, at the request of the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (i1) declare the commitment Commitments of each Lender to make Loans and any obligation of the L/C Issuers Issuing Banks to make L/C Credit Extensions to be terminated, whereupon such commitments Commitments and obligation shall will be terminated; (ii2) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iii3) require that the Borrower Cash Collateralize the L/C Obligations then outstanding Letters of Credit (in an amount equal to the then Outstanding Amount thereof); and (iv4) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided that (a) upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code Title 11 of the United StatesStates Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”), the obligation Commitments of each Lender to make Loans and any obligation of the L/C Issuers Issuing Banks to make L/C Credit Extensions shall issue Letters of Credit, will automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall will automatically become due and payable payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations Letters of Credit as aforesaid shall will automatically become effective, in each case without further act of the Administrative Agent or any LenderLender and (b) notwithstanding anything to the contrary, if the only Events of Default then having occurred and continuing are pursuant to a Financial Covenant Event of Default, then, unless a Financial Covenant Cross Default has occurred and is continuing, the Administrative Agent shall only take the actions set forth in this Section 8.02 at the request (or with the consent) of the Required Facility Lenders under the Revolving Facilities (as opposed to the Required Lenders) and only with respect to the Revolving Commitments, Revolving Loans, Letters of Credit and Obligations under the Revolving Facilities.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may andmay, and at the request of the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant it being understood that during any period during which an Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only Section 8.10 exists solely with respect to the Revolving Credit CommitmentsFacility, Swing Line Loansthe Administrative Agent may, and at the request of the Majority Facility Lenders in respect of the Revolving Credit Facility, shall take any Letters of Creditthe actions described below solely as they relate to the Revolving Credit Facility): (ia) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the each Borrower; (iiic) require that the Borrower Revolving Credit Borrowers Cash Collateralize the L/C Obligations (in an amount equal to 105% of the then Outstanding Amount thereof); and (ivd) exercise on behalf of itself itself, the Lenders and the Lenders L/C Issuer all rights and remedies available to it it, the Lenders and the Lenders L/C Issuer under the Loan Documents or applicable Law; provided provided, however, that upon the occurrence of an actual or deemed entry of an order for relief event with respect to Holdings or any Borrower under the Bankruptcy Code of the United Statesdescribed in Section 9.01(f), the obligation of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower Revolving Credit Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing (including any Event of Default arising by virtue of the termination and declaration contemplated by the proviso to Section 8.01(b)), the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders (and, if a Financial Covenant Event of Default occurs and is continuing, the Administrative Agent may andshall, at the request of of, or may, with the consent of, the Required LendersRevolving Lenders only, shall and in such case, without limiting the proviso to Section 8.01(b), only with respect to the Revolving Credit Facility and any Letters of Credit, L/C Credit Extensions and L/C Obligations), take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iiic) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (ivd) exercise on behalf of itself itself, the L/C Issuers and the Lenders all rights and remedies available to it it, the L/C Issuers and the Lenders under the Loan Documents Documents, under any document evidencing Indebtedness in respect of which the Facilities have been designated as “Designated Senior Debt” (or any comparable term) and/or under applicable Law; provided provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United Statesany Debtor Relief Law, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may andshall, at the request of of, or may, with the consent of, the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment of each Lender to make Loans and accept Drafts and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the each Borrower; (iiic) require that the Borrower Company Cash Collateralize the L/C Obligations and unmatured Bankers’ Acceptances (in an amount equal to the then Outstanding Amount thereof); and (ivd) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Lawlaw; provided provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the United States, except in the case of Section 8.01(g)(i), in which case upon the expiration of the 60-day period mentioned therein if the curative action mentioned in such clause is not taken, the obligation of each Lender to make Loans and accept or discount Drafts or Bankers’ Acceptances and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower Company to Cash Collateralize the L/C Obligations and Bankers’ Acceptances as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment Commitment of each Lender to make Revolving Credit Loans (including Swingline Loans) and any obligation of the L/C Issuers Issuing Banks to make L/C issue Letters of Credit Extensions to be terminated, whereupon such commitments Commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Revolving Credit Loans (including Swingline Loans), all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowerBorrowers; (iiic) require that the Borrower Cash Collateralize Borrowers cash collateralize the L/C Obligations amount of the Letter of Credit Outstandings (in an amount equal to 103% of the then Outstanding Stated Amount thereofof outstanding Letters of Credit plus 103% of the then unreimbursed amounts due to the Issuing Banks); and (ivd) exercise on behalf of itself and the Lenders Secured Parties all rights and remedies available to it and the Lenders Secured Parties under the Loan Documents or applicable Applicable Law; provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to Borrower the any Loan Party under the Bankruptcy Code of the United StatesCode, the obligation of each Lender to make Revolving Credit Loans (including Swingline Loans) and any obligation of the L/C Issuers Issuing Banks to make L/C issue Letters of Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Revolving Credit Loans (including Swingline Loans) and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower Borrowers to Cash Collateralize cash collateralize the L/C Obligations amount of Letter of Credit Outstandings as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions (or, if to the extent such Event of Default solely comprises a Financial Covenant Event of Default occurs and is continuing and Default, prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility Facilities only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit): (i) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iii) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (iv) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to Borrower under the Bankruptcy Code of the United StatesStates or any Debtor Relief Laws, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender; provided further that in the event of an Event of Default that solely comprises a Financial Covenant Event of Default, if the Borrower shall have delivered a Notice of Intent to Cure prior to the Cure Expiration Date, none of the actions in Section 8.02 may be taken as a result of such Event of Default until the Cure Expiration Date (but it being understood that unless a Cure Amount in an amount sufficient to cure such Event of Default has been provided in accordance with Section 8.04, such actions under this Section 8.02 may then be taken on and following the Cure Expiration Date and that, notwithstanding anything contained herein, for the avoidance of doubt and not in limitation of any other provision hereof, none of any Revolving Credit Lender, Swing Line Lender or L/C Issuer shall be required to make any Credit Extension while a Financial Covenant Event of Default is continuing even if a Notice of Intent to Cure has been delivered).

Remedies Upon Event of Default. (a) If any Event of Default occurs and is continuing, the Administrative Agent may andmay, and shall at the request of of, the Required Lenders, shall Requisite Lenders take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (i) declare the commitment Commitments of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Issue Letters of Credit Extensions to be terminated, whereupon such commitments Commitments and obligation shall be terminated; (ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iii) require that the Borrower Cash Collateralize the L/C Letter of Credit Obligations (in an amount equal to 101% of the then Outstanding Amount thereof); and (iv) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation Commitments of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Issue Letters of Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower to Cash Collateralize the L/C Letter of Credit Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. (b) Without limitation of the rights of the Agents or Secured Parties under Section 8.12 and the definitions of Qualified Cash and Qualified Cash Securities Account, the Borrower hereby irrevocably waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that during the continuance of an Event of Default, and notwithstanding Section 2.13(f) above, the Administrative Agent may in its sole discretion, and, upon either (A) the written direction of the Requisite Lenders or (B) the acceleration of the Obligations pursuant to Section 10.2(a), deliver a notice to each Approved Account Bank instructing them to cease complying with any instructions from the Borrower or any Subsidiary Guarantor and to transfer all funds therein to the Administrative Agent and the Administrative Agent shall apply all payments in respect of any Obligations and all funds on deposit in the Concentration Account and all other proceeds of Collateral in the order specified in Section 10.3 hereof. (c) Notwithstanding anything to the contrary, if the only Events of Default then having occurred and continuing are the failure to comply with Section 6.1 with respect to the Test Period most recently ended, then the Administrative Agent may not take any of the actions set forth in subclauses (i), (ii), (iii) and (iv) of Section 10.2(a) during the period commencing on the date that the Administrative Agent receives a Notice of Intent to Cure and ending on the Cure Expiration Date with respect thereto in accordance with and to the extent permitted by Section 10.4.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may and, (i) shall at the request request, or may with the consent, of the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior by notice to the expiration of the Term Loan Standstill PeriodBorrower, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit): (i) declare the commitment Commitments of each Lender and the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions Advances to be terminated, whereupon such commitments the same shall forthwith terminate, and obligation shall be terminated; (ii) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the unpaid principal amount of all outstanding LoansAdvances, all interest accrued and unpaid thereon, thereon and all other amounts owing or (including without limitation, the Prepayment Premium, the MOIC Amount and Exit Fee payable hereunder or pursuant to Section 2.06(d)) payable under any this Agreement and the other Loan Document Documents to be immediately forthwith due and payable, whereupon the Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or other further notice of any kind, all of which are hereby expressly waived by the Borrower; (iii) require ; provided, however, that in the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (iv) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided that upon the occurrence event of an actual or deemed entry of an order for relief with respect to the Borrower under any Bankruptcy Law, (y) the Bankruptcy Code Commitments of the United States, each Lender and the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions Advances shall automatically terminatebe terminated and (z) the Advances, all such interest and all such amounts (including without limitation, the unpaid principal amount of all outstanding Loans Prepayment Premium, the MOIC Amount and all interest and other amounts as aforesaid Exit Fee payable pursuant to Section 2.06(d)) shall automatically become and be due and payable payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Loan Parties. The parties hereto acknowledge and agree that the obligation Prepayment Premium, MOIC Amount and Exit Fee referred to in this Section 6.02 (i) is additional consideration for providing the Advances, (ii) constitutes reasonable liquidated damages to compensate the Lenders for (and is a proportionate quantification of) the actual loss of the anticipated stream of interest payments upon an acceleration of the Advances (such damages being otherwise impossible to ascertain or even estimate for various reasons, including, without limitation, because such damages would depend on, among other things, (x) when the Advances might otherwise be repaid and (y) future changes in interest rates which are not readily ascertainable on the Closing Date), and (iii) is not a penalty to punish the Borrower to Cash Collateralize for its early prepayment of the L/C Obligations as aforesaid Advances or for the occurrence of any Event of Default or acceleration. The Prepayment Premium, MOIC Amount and Exit Fee shall automatically become effectivebe payable upon an acceleration of any Obligations, in each case without further act whether before, during or after the commencement of any proceeding under the Bankruptcy Code involving the Borrower or any other Loan Party. The Lenders and the Administrative Agent shall have all other rights and remedies available at law or in equity or pursuant to this Loan Agreement or any Lenderother Loan Document.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may andshall, at the request of of, or may, with the consent of, the Required Revolving Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (i) declare the commitment of each Revolving Credit Lender to make Revolving Credit Loans, any obligation of a Swingline Lender to make Swingline Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (ii) declare the unpaid principal amount of all outstanding Revolving Credit Loans and Swingline Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the each Borrower; (iii) require that the Borrower Borrowers Cash Collateralize the L/C Obligations (in an amount equal to 105% of the then Outstanding Amount thereof); and (iv) exercise on behalf of itself itself, the Revolving Credit Lenders and the Lenders L/C Issuers all rights and remedies available to it it, the Revolving Credit Lenders and the Lenders L/C Issuers under the Loan Documents or applicable LawDocuments; provided provided, however, that upon the occurrence of an actual any Event of Default described in Section 8.01(f) or deemed entry of an order for relief with respect to Borrower under the Bankruptcy Code of the United States, (g) the obligation of each Revolving Credit Lender to make Revolving Credit Loans, any obligation of a Swingline Lender to make Swingline Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Revolving Credit Loans and Swingline Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Revolving Credit Lender.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may andAgent, at the request of the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant it being understood that during any period during which an Event of Default occurs and is continuing and prior under Section 6.10 exists solely with respect to the expiration of Revolving Facilities and the Term Loan Standstill PeriodLoans included in the definition of “Required Financial Covenant Lenders”, the Agent at the request of the Required Revolving Credit Lenders under Financial Covenant Lenders, shall take any of the Revolving Credit Facility only, and in such case only with respect actions described below solely as they relate to the Revolving Credit Commitments, Swing Line Loans, Facilities and any Letters the Term Loans included in clause (b) of Creditthe definition of “Required Financial Covenant Lenders”): (ia) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers Issuing Banks to make L/C issue, amend or renew Letters of Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iii) Borrowers and require that the Borrower Cash Collateralize the L/C Obligations (all outstanding Letters of Credit to be cash collateralized in an amount equal to the then Outstanding Amount thereofaccordance with Section 2.04(j); and (ivc) exercise on behalf of itself itself, the Issuing Banks and the Lenders all rights and remedies available to it it, the Issuing Banks and the Lenders under the Loan Documents or applicable Lawlaw; provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to the U.S. Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers Issuing Banks to make L/C issue, amend or renew Letters of Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effectivepayable, in each case without further act of the Administrative Agent Agent, the Issuing Banks or any Lender. In connection with any acceleration of the Obligations as contemplated above, the Designated Obligations shall, automatically and with no further action required by the Agent, any Loan Party or any Lender, be converted into the Dollar Equivalent, determined as of the date of such acceleration (or, in the case of any LC Disbursements following the date of such acceleration, as of the date of drawing under the applicable Letter of Credit) and from and after such date all amounts accruing and owed to the Lenders in respect of such Designated Obligations shall accrue and be payable in Dollars at the rate otherwise applicable hereunder.

Remedies Upon Event of Default. If (a) Except as provided in clause (b) below), if any Event of Default occurs and is continuing, the Administrative Agent may andshall, at the request of of, or may, with the consent of, the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (i) declare the commitment Commitment of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments Commitments and obligation shall be terminated; (ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iii) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and; (iv) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; and (b) Upon the occurrence of an Event of Default arising from a breach of Section 7.10 that has occurred and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Revolving Credit Lenders, take any or all of the actions specified in Section 8.02(a) in respect of the Initial Revolving Credit Commitments (including any obligation of the L/C Issuer to make L/C Credit Extensions), the Initial Revolving Credit Loans and the L/C Obligations; provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the Commitments shall automatically terminate and the obligation of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may andshall, at the request of of, or may, with the consent of, the Required Lenders (or, in the case of clause (a), (b) or (d) below, the Required Revolving Credit Lenders), shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment of each Lender to make Loans and to be terminated, whereupon such commitments shall be terminated; (b) declare any obligation of the L/C Issuers Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (iic) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the each Borrower; (iiid) require that the Borrower Borrowers Cash Collateralize the L/C Obligations (in an amount equal to 105% of the then Outstanding Amount thereof); and (ive) exercise on behalf of itself itself, the Lenders and the Lenders L/C Issuer all rights and remedies available to it it, the Lenders and the Lenders L/C Issuer under the Loan Documents or applicable Lawat law or in equity; provided provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower or any Guarantor under the Bankruptcy Code any Debtor Relief Law of the United StatesStates or any other jurisdiction designated by the Administrative Agent in the Borrower Joinder Agreement pursuant to which a Subsidiary is added as a Borrower in accordance with Section 1.09, the obligation of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may andmay, or, (i) at any time that there are only two (2) Lenders and a Specified Event of Default exists, at the request of any Lender (so long as such Lender is a Lender as of the Effective Date and maintains a Commitment not less than the Commitment of such Lender as of the Effective Date), or (ii) in all other circumstances, at the request of the Required Lenders, shall shall, take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment Commitments of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments Commitments and obligation obligations shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document Obligations (excluding Other Liabilities not then due and payable) to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowerLoan Parties (to the extent permitted by applicable Law); (iiic) if so requested by the Required Lenders, require that the Borrower Loan Parties Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof)Obligations; and (ivd) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise on behalf of itself and the Lenders all rights and remedies available to it and of the Lenders Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided provided, however, that upon the occurrence of an actual any Default or deemed entry Event of an order for relief Default with respect to Borrower any Loan Party or any Restricted Subsidiary thereof under the Bankruptcy Code of the United StatesSection 8.01(f), the obligation of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans Loans, all interest accrued thereon and all interest and other amounts as aforesaid Obligations shall automatically become due and payable payable, and the obligation of the Borrower Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law.

Remedies Upon Event of Default. If any Event of Default occurs and is continuingcontinuing (other than an Event of Default under Section 8.01(b)(ii) or Section 8.01(n)(i) (solely with respect to a VIE Credit Agreement that does not include Term B Loans)), the Administrative Agent may andmay, and at the request of the Required Lenders, shall take any or all of the following actions Majority Lenders (or, if a Financial Covenant an Event of Default occurs under Section 8.01(b)(ii) or Section 8.01(n)(i) (solely with respect to a VIE Credit Agreement that does not include Term B Loans) and such action is continuing and taken prior to the expiration of the Term B Loan Standstill PeriodEnd Date, at the request of the Required Revolving Credit and Term A Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Revolving Credit Loans, Swing Line Loans, and any L/C Obligations, Letters of Credit):, L/C Credit Extensions and Term Facilities constituting Term A Loans), shall, take any or all of the following actions: (ia) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iiic) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (ivd) exercise on behalf of itself itself, the Lenders and the Lenders L/C Issuers all rights and remedies available to it it, the Lenders and the Lenders L/C Issuers under the Loan Documents or applicable LawDocuments; provided provided, however (and notwithstanding whether the Term B Loan Standstill End Date has occurred), that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the any L/C Issuers Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans (including, for the avoidance of doubt, all Term Loans constituting Term B-3 Loans) and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. If (a) Except as provided in clause (b) below), if any Event of Default occurs and is continuing, the Administrative Agent may andshall, at the request of of, or may, with the consent of, the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (i) declare the commitment Commitment of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments Commitments and obligation shall be terminated; (ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iii) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to 103% of the then Outstanding Amount thereof); and; (iv) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; and (b) Upon the occurrence of an Event of Default arising from a breach of Section 7.11 that has occurred and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Revolving Credit Lenders, take any or all of the actions specified in Section 8.02(a) in respect of the Initial Revolving Credit Commitments (including any obligation of the L/C Issuer to make L/C Credit Extensions), the Initial Revolving Credit Loans and the L/C Obligations; provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the Commitments shall automatically terminate and the obligation of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may andmay, and at the request of the Required LendersLenders shall, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers or Alternative L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation obligations shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowerBorrowers; (iiic) require that the applicable Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (ivd) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to a Borrower under the Bankruptcy Code of the United Statesor any Debtor Relief Laws, the obligation of each Lender to make Loans and any obligation of the L/C Issuers or Alternative L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable and the obligation of the applicable Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. Notwithstanding anything to the contrary, if the only Events of Default then having occurred and continuing are pursuant to a failure to observe the Financial Covenant, the Administrative Agent shall only take the actions set forth in this Section 8.02 at the request of the Required Revolving Credit Lenders (as opposed to Required Lenders).

Remedies Upon Event of Default. If any an Event of Default occurs and is continuing, the Administrative Agent may andshall, at upon the written request of the Required Lenders, shall take any or all of the following actions Lenders (or, if a Financial Covenant in the case of an Event of Default occurs and is continuing and prior relating to the expiration of the Term Loan Standstill PeriodSection 10.7, at the request of the Required Revolving Credit Lenders under following the Revolving Credit Facility onlyexpiration of the Borrower’s ability to effectuate the Cure Right), by written notice to Holdings and the Borrower, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in such case only this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Revolving Credit CommitmentsBorrower, Swing Line Loansthe result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii) and (iv) below shall occur automatically without the giving of any Letters of Credit): such notice): (i) declare the commitment Total Revolving Credit Commitment and the Letter of Credit Commitments terminated, whereupon the Revolving Credit Commitment and the Letter of Credit Commitments, if any, of each Lender to make Loans and the Letter of Credit Issuers, as applicable, shall forthwith terminate immediately and any obligation Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind and, after any termination of the L/C Issuers Revolving Credit Commitments pursuant to make L/C Credit Extensions this clause (i) in each case on account of an Event of Default relating to be terminatedSection 10.7, whereupon such commitments and obligation the Required Term Loan Lenders shall be terminated; have the right to accelerate the Term Loans; (ii) declare the unpaid principal amount of and any accrued interest and fees in respect of all outstanding LoansLoans (or, in the case of action by the Required Revolving Credit Lenders, all interest accrued and unpaid thereon, Revolving Credit Loans) and all other amounts owing or payable hereunder or under any other Loan Document related Obligations to be immediately be, whereupon the same shall become, forthwith due and payable, payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; Borrower to the extent permitted by applicable law; (iii) require terminate any Letter of Credit that the Borrower Cash Collateralize the L/C Obligations (may be terminated in an amount equal to the then Outstanding Amount thereof)accordance with its terms; and and/or (iv) exercise on behalf of itself direct the Borrower to (and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents Borrower agrees that upon receipt of such notice, or applicable Law; provided that upon the occurrence of an actual or deemed entry Event of an order for relief Default specified in Section 11.5 with respect to Borrower the Borrower, it will) Cash Collateralize all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the Bankruptcy Code covenant under Section 10.7, the actions previously described will be permitted to occur in respect of such Event of Default only following the expiration of the United States, ability to effectuate the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any LenderCure Right.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iiic) require that the Borrower Company Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (ivd) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to Borrower the Company under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower Company to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender, and provided, further, that upon the occurrence and during the continuance of any Event of Default attributable to a failure to comply with Section 7.11(a), action may be taken in respect of such Event of Default under clauses (a), (b), (c) by a majority in interest of the Revolving Credit Lenders (excluding any Defaulting Lenders), and, if such action is so taken, such Event of Default will be deemed to be an Event of Default with respect to all Lenders hereunder and the remedies set forth above can be exercised in respect of all Loans.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may andand shall, at the request of the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowerBorrowers; (iiic) require that the Borrower Borrowers Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof)Letter of Credit Usage; and (ivd) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided provided, however, that upon the occurrence of an Event of Default under Section 8.01(f) or an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the United StatesDebtor Relief Laws, the obligation of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount Obligations (excluding Bank Product Obligations unless such Bank Product Obligations otherwise become due and payable pursuant to their terms upon the occurrence of all outstanding Loans and all interest and other amounts as aforesaid an Event of Default under Section 8.01(f) or an actual or deemed entry of an order for relief with respect to any Borrower under the Debtor Relief Laws) shall automatically become due and payable payable, and the obligation of the Borrower Borrowers to Cash Collateralize the L/C Obligations Letter of Credit Usage as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may andshall, at the request of of, or may, with the consent of, the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment of each Lender to make Loans Loans, including L/C Borrowings, and any obligation of the L/C Issuers to issue or make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iiic) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (ivd) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Lawlaw; provided provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code Debtor Relief Laws of the United StatesStates or any other Event of Default under Section 8.01(f) or (g) hereof, the obligation of each Lender to make Loans and any obligation of the any L/C Issuers Issuer to make L/C Credit Extensions shall automatically terminate, (i) the unpaid principal amount of all outstanding Loans and Loans, including L/C Borrowings, (ii) all interest and other (iii) all amounts as aforesaid to be paid under Section 2.05(d)(ii) and Section 2.06(d)(ii) shall automatically become due and payable payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. (a) If any Event of Default occurs and is continuing, the Administrative Agent may may, and, at the request of the Required LendersRequisite Lenders shall, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (i) declare the commitment Commitments of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments Commitments and obligation shall be terminated; (ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowerBorrowers; (iii) require that the Borrower Borrowers Cash Collateralize the L/C Letter of Credit Obligations (in an amount equal to 103% of the then Outstanding Amount thereof); and (iv) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or and/or applicable Law; provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the United Statesany Debtor Relief Law, the obligation Commitments of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower Borrowers to Cash Collateralize the L/C Letter of Credit Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. (b) The Borrowers hereby irrevocably waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that during the continuance of a Specified Event of Default, the Administrative Agent may in its sole discretion, or upon the written direction of the Requisite Lenders, deliver a notice to each Approved Account Bank instructing them to cease complying with any instructions from any Loan Party and to transfer all funds therein to the Administrative Agent and the Administrative Agent shall apply all payments in respect of any Obligations and all funds on deposit in the Concentration Account and all other proceeds of Collateral in the order specified in Section 10.3. (c) Notwithstanding anything to the contrary, if the only Events of Default then having occurred and continuing are the failure to comply with Section 6.1 with respect to the Test Period most recently ended, then the Administrative Agent may not take any of the actions set forth in subclauses (i), (ii), (iii) and (iv) of Section 10.2(a) during the period commencing on the date that the Administrative Agent receives a Notice of Intent to Cure and ending on the Cure Expiration Date with respect thereto in accordance with and to the extent permitted by Section 10.4.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may andshall, at the request of of, or may, with the consent of, the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Revolving Credit Loans, Swing Line Loans, and L/C Obligations, any Letters of CreditCredit and L/C Credit Extensions): (i) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Lead Borrower; (iii) require that the Borrower Borrowers Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (iv) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to Borrower Holdings or the Borrowers under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable and the obligation of the Borrower Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. Notwithstanding anything herein to the contrary (including in Section 8.01) or in any other Loan Document, neither the Administrative Agent nor the Required Lenders may take any of the actions described in this Section 8.02 with respect to any Default or Event of Default resulting from any action or the occurrence of any event reported publicly or otherwise disclosed to the Lenders more than two years prior to such date.

Remedies Upon Event of Default. If Upon the occurrence and during the continuance of any Event of Default occurs and is continuingDefault, the Administrative Agent may andmay, at and upon the request direction of the Required LendersLenders shall, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers or Support Providers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document other than a Secured Hedge Agreement which shall be governed by its own provisions to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowerLoan Parties; (iiic) require that the Borrower Borrowers Cash Collateralize the L/C Obligations total Letter of Credit Liabilities (in an amount equal to 105% of the then Outstanding Amount thereof)total Letter of Credit Liabilities as of such date) and prepay Letter of Credit Fees; and (ivd) exercise on behalf of itself and the Lenders other Secured Parties any and all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided provided, however, that upon the occurrence of an actual any Event of Default described in Section 9.01(f) or deemed entry of an order for relief with respect to Borrower under the Bankruptcy Code of the United States9.01(g), the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions and Support Providers to issue Support Agreements shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower Loan Parties to Cash Collateralize the L/C Obligations total Letter of Credit Liabilities as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. Except as expressly provided for herein, presentment, demand, protest and all other notices (including notice of acceleration and notice of intent to accelerate) of any kind are hereby waived by the Borrowers.

Remedies Upon Event of Default. If any Event of Default occurs and is continuingoccurs, the Administrative Agent may andshall, at the request of of, or may, with the consent of, the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):, (ia) declare the commitment of each Lender to make Loans Loans, the commitment of the Swing Line Lender to make Swing Line Loans, and any obligation of the any L/C Issuers Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iiic) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof) plus the Letter of Credit fees payable with respect to such Letter of Credit (calculated at the Applicable Margin with respect to Revolving Loans that are Eurodollar Rate Loans then in effect for the period from the date of such cash collateralization until the expiry date of such Letter of Credit); and (ivd) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Lawlaw; provided provided, however, that upon the occurrence of an actual or deemed entry any event specified in subsection (f) of an order for relief with respect to Borrower under the Bankruptcy Code of the United StatesSection 8.01, the obligation of each Revolving Lender to make Revolving Loans and any obligation of the any L/C Issuers Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. If any an Event of Default occurs shall have occurred and is be continuing, the Administrative then Agent may andshall, at the request of the Required LendersMajority Banks, shall take exercise any one or all more of the following actions (or, if a Financial Covenant Event of Default occurs rights and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loansremedies, and any Letters other remedies in any of Credit): the Loan Documents, as Majority Banks in their sole discretion, may deem necessary or appropriate: (i) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereonof, and all other amounts owing or payable hereunder or under interest then accrued on, the Notes and any other Loan Document liabilities hereunder to be immediately forthwith due and payable, whereupon the same shall forthwith become due and payable without presentment, demand, protest protest, notice of default, notice of acceleration or notice of intention to accelerate or other notice of any kind, all of which are Borrowers hereby expressly waived by waive, anything contained herein or in the Borrower; Notes to the contrary notwithstanding, (ii) refuse to make any additional Advances under the Notes, (iii) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal reduce any claim to the then Outstanding Amount thereof); and judgment, (iv) exercise apply to the payment of the Notes all collections received in the lockbox with Agent to which payments on behalf the Eligible Finance Contracts pledged to Agent and Banks are sent and/or (v) without notice of itself default or demand, pursue and the Lenders all enforce any of Banks' rights and remedies available to it and the Lenders under the Loan Documents or otherwise provided under or pursuant to any applicable Law; provided that upon law or agreement. Notwithstanding the foregoing, in the event of the occurrence of an actual Event of Default under Section 10.01(e) or deemed entry Section 10.01(f), the entire amount of principal of, and interest then accrued on, the Notes shall automatically be immediately due and payable, without demand, notice of default, notice of acceleration or notice of any kind, all of which Borrowers hereby expressly waive and the Revolving Commitment of each of the Banks shall terminate. Borrowers hereby designate and appoint Agent as its attorney-in-fact to endorse to Agent for the benefit of Banks after the occurrence of an order for relief Event of Default all checks deposited in the lockbox with respect Agent to Borrower under which payments on the Bankruptcy Code Eligible Finance Contracts pledged to Agent and Banks are sent. This power of the United States, the obligation of each Lender to make Loans attorney is irrevocable and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lenderis coupled with an interest.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may andshall, at the request of of, or may, with the consent of, the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment Commitment of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, notice of intent to accelerate, acceleration protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iiic) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Minimum Collateral Amount thereofwith respect thereto); and (ivd) exercise on behalf of itself itself, the Lenders and the Lenders L/C Issuer all rights and remedies available to it it, the Lenders and the Lenders L/C Issuer under the Loan Documents or applicable LawApplicable Law or equity; provided provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Revolving Credit Loans, Swing Line Loans, and L/C Obligations, any Letters of CreditCredit and L/C Credit Extensions): (i) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iii) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (iv) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided that upon Notwithstanding anything to the occurrence of an actual contrary contained herein or deemed entry of an order for relief in any other Loan Document, the Administrative Agent shall not have any rights or remedies with respect to Borrower under the Bankruptcy Code any pledge of the United States, the obligation Equity Interests of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent AFA or any Lenderother registered investment adviser unless the Required Regulatory Approvals shall have been obtained with respect to each applicable exercise of rights or remedies.

Remedies Upon Event of Default. (a) Upon the occurrence of an Event of Default of the type described in Section 4.01(f) or 4.01(g), the Outstanding Principal Balance of, and accrued interest on, all Series of Notes, together with all other amounts then due and owing to the Holders, shall become immediately due and payable without further action by any Person. If any other Event of Default occurs and is continuing, then the Administrative Agent may andIndenture Trustee, acting at the request Direction of the Required LendersRequisite Majority, may declare the principal of and accrued interest on all Securities then Outstanding to be due and payable immediately, by written notice to the Issuer, the Servicer, the Hedge Providers, the Liquidity Facility Providers and the Administrator (a “Default Notice”), and upon any such declaration such principal and accrued interest shall take become immediately due and payable. At any time after the Indenture Trustee has declared the Outstanding Principal Balance of the Notes to be due and payable and prior to the exercise of any other remedies pursuant to this Master Indenture, the Indenture Trustee (at the Direction of the Requisite Majority), by written notice to the Issuer, the Servicer and the Administrator may, except in the case of (i) a default in the deposit or distribution of any payment required to be made on the Securities, (ii) a payment default on the Securities or (iii) a default in respect of any covenant or provision of this Master Indenture that cannot by the terms hereof be modified or amended without the consent of each Holder affected thereby, rescind and annul such declaration and thereby annul its consequences, if (1) there has been paid to or deposited with the Indenture Trustee an amount sufficient to pay all overdue installments of interest on the Securities, and the principal of and premium, if any, on the Securities that would have become due otherwise than by such declaration of acceleration, (2) the rescission would not conflict with any judgment or decree, and (3) all other defaults and Events of Default, other than nonpayment of interest and principal on the Securities that have become due solely because of such acceleration, have been cured or waived. (b) If an Event of Default shall occur and be continuing, the Indenture Trustee may, and shall, if given a Direction in writing by the Requisite Majority, do any or all of the following actions (orfollowing, if a Financial Covenant Event of Default occurs and is continuing and prior to provided that the expiration Indenture Trustee shall dispose of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case Portfolio Railcars only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):if it has received a Collateral Liquidation Notice: (i) declare Institute any Proceedings, in its own name and as trustee of an express trust, for the commitment collection of each Lender to make Loans all amounts then due and payable on the Securities or under this Master Indenture or the related Series Supplement with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Collateral and any obligation other assets of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminatedIssuer any moneys adjudged due; (ii) declare Subject to the unpaid principal amount quiet enjoyment rights of any Lessee of a Portfolio Railcar, conduct proceedings to sell, hold or lease the Collateral or any portion thereof or rights or interest therein, at one or more public or private transactions conducted in any manner permitted by law; provided that, the Indenture Trustee shall incur no liability as a result of the sale of the Collateral or any part thereof at any sale pursuant to this Section 4.02 conducted in a commercially reasonable manner, and the Issuer hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Collateral may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Collateral to more than one offeree; (iii) Institute any Proceedings from time to time for the complete or partial foreclosure of the Encumbrance created by this Master Indenture with respect to the Collateral; (iv) Institute such other appropriate Proceedings to protect and enforce any other rights, whether for the specific enforcement of any covenant or agreement in this Master Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy; (v) Exercise any remedies of a secured party under the UCC or any Applicable Law and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee or the Holders under this Master Indenture and any Series Supplement; (vi) Appoint a receiver or a manager over the Issuer or its assets; and (vii) Exercise its rights under Section 3.03. (c) If the Securities have been declared due and payable following an Event of Default, any money collected by the Indenture Trustee pursuant to this Master Indenture or otherwise, and any moneys that may then be held or thereafter received by the Indenture Trustee, shall be applied to the extent permitted by law in the following order, at the date or dates fixed by the Indenture Trustee; (i) First, to the payment of all outstanding Loans, all interest accrued costs and unpaid thereonexpenses of collection incurred by the Indenture Trustee (including the reasonable fees and expenses of any counsel to the Indenture Trustee), and all other amounts owing or payable hereunder or due the Indenture Trustee under this Master Indenture and any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iii) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof)Series Supplement; and (ivii) Second, as set forth in the applicable provision of the Flow of Funds. (d) The Indenture Trustee shall provide each Rating Agency with a copy of any Default Notice it receives or delivers pursuant to this Master Indenture. Within thirty (30) days after the occurrence of an Event of Default in respect of any Series of Notes, the Indenture Trustee shall give notice to the Holders of each Series of Securities of all uncured or unwaived Defaults actually known to a Responsible Officer of the Indenture Trustee on such date; provided that the Indenture Trustee may withhold such notice with respect to a Default (other than a payment default with respect to interest, principal or premium, if any) if it determines in good faith that withholding such notice is in the interest of the affected Holders. (e) The Issuer hereby agrees that if an Event of Default shall have occurred and is continuing, the Indenture Trustee and any permitted delegee thereof are hereby irrevocably authorized and empowered to act as the attorney-in-fact for the Issuer with respect to the giving of any instructions or notices under this Master Indenture. (f) If an Event of Default shall have occurred and is continuing, upon the written Direction of the Requisite Majority, the Indenture Trustee shall render an accounting of the current balance of each Indenture Account, and shall direct the Account Collateral Agent to render an accounting of the current balance of the Customer Payment Account. (g) If an Event of Default shall have occurred and is continuing, and only in such event, upon the written Direction of the Requisite Majority, the Indenture Trustee shall be authorized to take any and all actions and to exercise any and all rights, remedies and options which it may have under this Master Indenture (which rights and remedies shall include the right to direct the withdrawal and disposition of amounts on behalf of itself deposit in the Indenture Accounts and the Lenders deposit thereof in the Collections Account, other than amounts on deposit in Series Accounts) and which the Requisite Majority directs it to take in writing under this Master Indenture, including realization and foreclosure on the Collateral. (h) The Indenture Trustee may after the occurrence of and during the continuance of an Event of Default exercise any and all rights and remedies available of the Issuer under or in connection with the Assigned Agreements (including, without limitation, the Servicing Agreement and any successor agreement therefor) and otherwise in respect of the Collateral, including, without limitation, any and all rights of the Issuer to it and the Lenders under the Loan Documents demand or applicable Law; provided that upon otherwise require payment of any amount under, or performance of any provision of, any Assigned Agreement. In addition, after the occurrence of an actual or deemed entry and during the continuance of an order Event of Default, upon the Direction of the Requisite Majority, the Indenture Trustee may exercise all rights of the “lessor” under Leases related to Portfolio Railcars, including, without limitation, the right to direct the applicable Lessees to make rental payments to such account as the Indenture Trustee shall specify, for application to the Collections Account and upon a Servicer Default, or a Servicer Replacement Event (as defined in the Servicing Agreement) in respect of which the Servicer has been replaced, and in each case upon the Direction of the Requisite Majority, the Indenture Trustee may exercise the right of the “lessor” to direct the applicable Lessees to make rental payments to such account as the Indenture Trustee shall specify, for application to the Collections Account. (i) If at any time within such period, the Issuer shall commence a voluntary winding-up or other voluntary case or other proceeding under any bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction seeking liquidation, reorganization or other relief with respect to Borrower the Issuer or the Issuer’s debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the Bankruptcy Code appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official of the United StatesIssuer or any substantial part of its property or if the Issuer shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against the Issuer, or making a general assignment for the benefit of any creditor of the Issuer under any bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction, the obligation of each Lender Indenture Trustee shall continue to make Loans retain such Security Interest until otherwise directed by the Requisite Majority and any obligation of such Security Interest shall be deemed to have continued to have been held as security for the L/C Issuers payment and discharge to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount Indenture Trustee of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any LenderSecured Obligations.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may may, and, at the request of the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowerBorrower (to the extent permitted by applicable law); (iiic) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to 103% of the then Outstanding Amount thereof); and; (ivd) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; (e) solely in connection with an Event of Default under Section 8.01(b)(ii) (a “Financial Covenant Event of Default”) that is uncured or unwaived, the Required Revolving Lenders may, so long as a Compliance Date continues to be in effect, either (x) terminate the Revolving Credit Commitments and/or (y) take the actions specified in Section 8.02(a), (b), (c) and (d) in respect of the Revolving Credit Commitments, the Revolving Credit Loans and Letters of Credit; and (f) solely in connection with a Financial Covenant Event of Default that is continuing, the Required Revolving Lenders may take the actions specified in Section 8.02(a), (b) and (d) from and after the date that the Required Revolving Lenders terminate the Revolving Credit Commitments and accelerate all Obligations in respect of the Revolving Credit Commitments; provided, however, that the Required Lenders may not take such actions if either (i) the Revolving Credit Loans have been repaid in full (other than Cash Management Obligations, Obligations not yet due and payable in respect of Secured Hedge Agreements, contingent obligations not yet due and Cash Collateralized or backstopped Letters of Credit) or (ii) the Financial Covenant Event of Default has been waived by either the Required Revolving Lenders or the Required Lenders; provided that upon the occurrence of an actual or deemed entry of an order any event described in Section 8.01(f) (but without giving effect to any grace periods contemplated therein (other than the grace period for relief any non-consensual insolvency)), with respect to Holdings or the Borrower under the Bankruptcy Code of the United States, States or any Debtor Relief Laws the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. Notwithstanding anything herein to the contrary (including in Section 8.01) or in any other Loan Document, neither the Administrative Agent nor the Required Lenders may take any of the actions described in this Section 8.02 with respect to any Default or Event of Default under Section 8.01(b) (other than with respect to any Default or Event of Default with respect to Section 7.11), (c) or (d) resulting from any action or the occurrence of any event reported publicly or otherwise disclosed to the Administrative Agent and the Lenders more than two years prior to such date.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may andshall, at the request of of, or may, with the consent of, the Required Lenders, shall take any or all of the following actions (oractions, if a Financial Covenant Event of Default occurs and is continuing and prior in each case, subject, however, to the expiration applicable provisions of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):Section 4.05: (ia) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the each Borrower; (iiic) require that the Borrower Company Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof) and Cash Collateralize the Secured Permitted Bilateral Letters of Credit (in an amount equal to the maximum potential drawings thereunder); and (ivd) exercise on behalf of itself itself, the Lenders and the Lenders L/C Issuer all rights and remedies available to it it, the Lenders and the Lenders L/C Issuer under the Loan Documents or applicable LawDocuments; provided provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to Borrower the Company under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower Company to Cash Collateralize the L/C Obligations and Secured Permitted Bilateral Letters of Credit as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant an Event of Default under Section 7.14 occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit): (ia) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iiic) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (ivd) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may andmay, and at the request of the Required LendersLenders shall, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Revolving Credit Loans, and any L/C Obligations, Letters of CreditCredit and L/C Credit Extensions): (i) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iii) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (iv) exercise (or direct the Collateral Agent to exercise) on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable LawLaw or in equity; provided that that, upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing: (a) if such Event of Default is an Event of Default specified in Section 8.01(b) above as a result of any Loan Party’s failure to perform or observe Section 7.11, the Administrative Agent may andshall, at the request of of, or may, with the consent of, the Required Pro Rata Facilities Lenders, shall take any or all of the following actions actions: (ori) declare the commitment of each Revolving Lender to make Revolving Loans, if a Financial Covenant Event the commitment of Default occurs and is continuing and prior to each Lender in respect of any unfunded Incremental Tranche A Term Loan, the expiration commitment of each Lender in respect of any unfunded Delayed Draw Term A Loan any obligation of the Term Loan Standstill Period, at the request Swing Line Lender to make Swing Line Loans and any obligation of the Required L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligations shall be terminated; (ii) declare the unpaid principal amount of all outstanding Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit CommitmentsLoans, Swing Line Loans, Term A Loans, Incremental Tranche A Term Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any Letters other Loan Document in respect of Credit):the Revolving Commitments, Term A Loans and Incremental Tranche A Term Loans to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; and (iii) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto); or (b) if such Event of Default is any Event of Default other than an Event of Default specified in Section 8.01(b) above as a result of any Loan Party’s failure to perform or observe Section 7.11 (or, if (x) such Event of Default is an Event of Default specified in Section 8.01(b) above as a result of any Loan Party’s failure to perform or observe Section 7.11 and (y) the Administrative Agent has taken any of the actions described in the immediately preceding clause (a) (the “Financial Covenant Cross-Acceleration Event”), the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders (or, in the case of clause (ii) below, solely as it relates to the Term B Facility when a Financial Covenant Cross-Acceleration Event has occurred, the Required Term B Lenders), take any or all of the following actions: (i) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iii) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Minimum Collateral Amount thereofwith respect thereto); and (iv) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Lawlaw or equity; provided provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States(or any similar occurrence in any other Debtor Relief Laws), the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. (a) If any Event of Default other than a Financial Covenant Event of Default occurs and is continuing, the Administrative Agent may andshall, at the request of of, or may, with the consent of, the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (i) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation obligations shall be terminated; (ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowerBorrower and Guarantors; (iii) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (iv) exercise on behalf of itself itself, the Lenders and the Lenders L/C Issuer all rights and remedies available to it it, the Lenders and the Lenders L/C Issuer under the Loan Documents or applicable LawDocuments; provided provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to Borrower any Loan Party under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. (b) If any Financial Covenant Event of Default but no other Event of Default shall have occurred and be continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Revolving and Term A Lenders take any of the actions specified under Sections 8.02(a)(i) through (iv) above, but solely with respect to the Revolving Facility and the Term A Facility (subject to Section 8.02(c) below). (c) If any Financial Covenant Event of Default but no other Event of Default shall have occurred and be continuing and the Administrative Agent shall have declared all amounts outstanding under the Revolving Facility and the Term A Facility to be due and payable and all outstanding Revolving Commitments to be terminated, in each case in accordance with this Agreement as a result of such Financial Covenant Event of Default, and such declaration has not been rescinded, then the Administrative Agent shall, at the request of, or may, with the consent of, the Required Term B Lenders, (i) declare the unpaid principal amount of all outstanding Term B Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document in each case to the Term B Lenders to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower and Guarantors and (ii) exercise, on behalf of itself and the Lenders, all rights and remedies available to it and the Lenders under the Loan Documents.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may andshall, at the request of of, or may, with the consent of, the Required LendersBanks, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare Declare the commitment of each Lender Bank to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (iib) declare Declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Credit Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iiic) require Require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and; (ivd) exercise Exercise on behalf of itself and the Lenders Banks all rights and remedies available to it and the Lenders Banks under the Loan Credit Documents or applicable Lawlaw; provided that upon and (e) Enforce, as Collateral Agent (or direct the occurrence Collateral Agent to enforce), any or all of the Liens and security interests created pursuant to the Collateral Documents; provided, however, if an actual or deemed entry Event of an order for relief Default specified in Section 8.05 shall occur with respect to Borrower under the Bankruptcy Code of the United StatesBorrower, the obligation of each Lender Bank to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any LenderBank. Notwithstanding the foregoing, neither the Collateral Agent nor any Bank shall be entitled to vote, sell or in any manner exercise control as to any Regulated Insurance Company the capital stock of which is pledged pursuant to the Pledge Agreement without first making all required filings with, and obtaining prior written approval from, the Applicable Insurance Regulatory Authority.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may andmay, or shall, at the request of of, the Required Revolver Lenders or the Required Total Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iiic) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and; (ivd) exercise on behalf of itself itself, the Lenders and the Lenders L/C Issuer, all rights and remedies available to it it, the Lenders and the Lenders L/C Issuer under the Loan Documents or applicable LawDocuments; provided and (e) if applicable, direct the Collateral Agent pursuant to the terms of the Intercreditor Agreement to exercise on behalf of itself, the Secured Parties and the Noteholders, all rights and remedies available to it, and any Secured Party under the Loan Documents; provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. If (x) prior to the Closing Date, any Event of Default described in Section 8.01(a)(ii) or, solely with respect to the Borrower, (f) or (g) occurs and is continuing or (y) on or after the Closing Date (after giving effect to the funding of the Loans on the Closing Date), any Event of Default occurs and is continuing, the Administrative Agent may andshall, at the request of of, or may, with the consent of, the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment Commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iii) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (ivc) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable LawDocuments; provided provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation Commitments of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, terminate and the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effectivepayable, in each case without further act of the Administrative Agent or any Lender. During the period from and including the Effective Date and to and including the earlier of the Commitment Termination Date (after giving effect to any funding of the Loans on such date) and the funding of the Loans on the Closing Date, and notwithstanding (i) that any representation made on the Effective Date or on the Closing Date (excluding the Specified Representations and the EOne Acquisition Agreement Representations) was incorrect, (ii) any failure by the Borrower to comply with the affirmative covenants and negative covenants (excluding compliance on the Closing Date with Section 7.01 (excluding any non-consensual liens arising by operation of law) and Section 7.03), (iii) any provision to the contrary in this Agreement or otherwise or (iv) that any condition to the Effective Date may subsequently be determined not to have been satisfied, neither the Administrative Agent nor any Lender shall be entitled to (a) cancel any of its Commitments, (b) rescind, terminate or cancel this Agreement or any of its Commitments hereunder or exercise any right or remedy or make or enforce any claim under this Agreement, to the extent to do so would prevent, limit or delay the making of its Loans, (c) refuse to participate in making its Loans when required to do so under this Agreement or (d) exercise any right of set-off or counterclaim in respect of its Loans to the extent to do so would prevent, limit or delay the making of its Loans; provided, that the conditions set forth in Section 4.02 are satisfied. Furthermore, (a) the rights and remedies of the Lenders and the Administrative Agent shall not be limited in the event that any condition set forth in Section 4.02 is not satisfied on the Closing Date and (b) from the Closing Date after giving effect to the funding of the Loans on such date, all of the rights, remedies and entitlements of the Administrative Agent and the Lenders shall be available notwithstanding that such rights were not available prior to such time as a result of the foregoing.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment Commitment of each Lender to make Loans (including Swingline Loans) and any obligation of the L/C Issuers Issuing Bank to make L/C issue Letters of Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans (including Swingline Loans), all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowerBorrowers; (iiic) require that the Borrower Cash Collateralize Borrowers cash collateralize the L/C Obligations amount of the Letter of Credit Outstandings (in an amount equal to 101.5% of the then Outstanding Stated Amount thereofof outstanding Letters of Credit plus 100% of the then unreimbursed amounts due to the Issuing Bank); and (ivd) exercise on behalf of itself and the Lenders Secured Parties all rights and remedies available to it and the Lenders Secured Parties under the Loan Documents or applicable Law; provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to Borrower the Borrowers under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans (including Swingline Loans) and any obligation of the L/C Issuers Issuing Bank to make L/C issue Letters of Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans (including Swingline Loans) and all interest and other amounts as aforesaid shall automatically become due and payable and the obligation obligations of the Borrower Borrowers to Cash Collateralize cash collateralize the L/C Obligations amount of the Letter of Credit Outstandings as aforesaid shall automatically become effective, in each case case, without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. If Subject to Section 8.04, if any Event of Default occurs and is continuing, the Administrative Agent may andwith the consent of the Required Lenders and shall, at the request of the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (i1) declare the commitment Commitments of each Lender to make Loans and any obligation of the L/C Issuers Issuing Banks to make L/C Credit Extensions and the Swing Line Lender to make Swing Line Loans to be terminated, whereupon such commitments Commitments and obligation shall will be terminated; (ii2) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iii3) require that the Borrower Cash Collateralize the L/C Obligations then outstanding Letters of Credit (in an amount equal to the then Outstanding Amount thereof); and (iv4) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided that (a) upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower or Holdings under the Bankruptcy Code Title 11 of the United StatesStates Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”), the obligation Commitments of each Lender to make Loans and any obligation of the L/C Issuers Issuing Banks to issue Letters of Credit and any obligation of the Swing Line Lender to make L/C Credit Extensions shall Swing Line Loans, will automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall will automatically become due and payable payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations Letters of Credit as aforesaid shall will automatically become effective, in each case without further act of the Administrative Agent or any LenderLender and (b) notwithstanding anything to the contrary, if the only Events of Default then having occurred and continuing are pursuant to a Financial Covenant Event of Default, then, unless a Financial Covenant Cross Default has occurred and is continuing, the Administrative Agent shall only take the actions set forth in this Section 8.02 at the request (or with the consent) of the Required Facility Lenders under the Revolving Facilities (as opposed to the Required Lenders) and only with respect to the Revolving Commitments, Revolving Loans, Letters of Credit, Swing Line Loans and Obligations under the Revolving Facilities.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment Commitment of each Lender to make Loans (including Swingline Loans) and any obligation of the L/C Issuers Issuing Bank to make L/C issue Letters of Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans (including Swingline Loans), all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowerBorrowers; (iiic) subject to Section 2.07(j), require that the Borrower Cash Collateralize Borrowers cash collateralize the L/C Obligations amount of the Letter of Credit Outstandings (in an amount equal to 101.5% of the then Outstanding Stated Amount thereofof outstanding Letters of Credit plus 100% of the then unreimbursed amounts due to the Issuing Bank); and (ivd) exercise on behalf of itself and the Lenders Secured Parties all rights and remedies available to it and the Lenders Secured Parties under the Loan Documents or applicable Law; provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to Borrower the Borrowers under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans (including Swingline Loans) and any obligation of the L/C Issuers Issuing Bank to make L/C issue Letters of Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans (including Swingline Loans) and all interest and other amounts as aforesaid shall automatically become due and payable and the obligation obligations of the Borrower Borrowers to Cash Collateralize cash collateralize the L/C Obligations amount of the Letter of Credit Outstandings as aforesaid shall automatically become effective, in each case case, without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. If any Event of Default occurs and is continuingcontinuing and after giving effect to all applicable notice and cure periods, the Administrative Agent may andshall, at the request of of, or may, with the consent of, the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iiic) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (ivd) exercise on behalf of itself itself, the Lenders and the Lenders L/C Issuer all rights and remedies available to it it, the Lenders and the Lenders L/C Issuer under the Loan Documents or applicable LawDocuments; provided provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent Lender may and, at the request of the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions Commitments to be terminated, whereupon such commitments and obligation the Commitments shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowerBorrowers; (iiic) require that the Borrower Borrowers Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (ivd) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable LawDocuments; provided provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the United States, the obligation of each the Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or Lender. The Lender may, at any Lendertime and from time to time after the initial deposit of Cash Collateral pursuant to Section 9.02(c), require that the Borrowers provide additional Cash Collateral (and the Borrowers shall, from time to time after the initial deposit of Cash Collateral, provide such additional Cash Collateral) in an amount not to exceed 105% of the Outstanding Amount of such L/C Obligations, in order to protect against the results of exchange rate fluctuations.

Remedies Upon Event of Default. (a) If any Event of Default (other than as set forth in the proviso hereto) occurs and is continuing, the Administrative Agent may andwith the consent of, and shall at the request of of, the Required Lenders, shall Requisite Lenders take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior by notice to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):Borrower: (i) declare the commitment Revolving Credit Commitments of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments Revolving Credit Commitments and obligation shall be terminated; (ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iii) require that the Borrower Cash Collateralize the L/C Letter of Credit Obligations (in an amount equal to the then Outstanding Amount thereof); and (iv) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation Revolving Credit Commitments of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans Loans, all interest accrued and unpaid thereon, and all interest and other amounts owing or payable hereunder or under any other Loan Document as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower to Cash Collateralize the L/C Letter of Credit Obligations (in an amount equal to 101% of such Letter of Credit Obligations on such date) as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. (b) Without limitation of the rights of the Agents or Secured Parties under Section 8.12, the Borrower hereby irrevocably waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that during the continuance of an Event of Default, and notwithstanding Section 2.13(e) above, the Administrative Agent may in its sole discretion, and, upon either (A) the written direction of the Requisite Lenders or (B) the acceleration of the Obligations pursuant to Section 10.2(a), deliver a notice to each Approved Account Bank instructing them to cease complying with any instructions from any Loan Party and to transfer all funds therein to the Administrative Agent and the Administrative Agent shall apply all payments in respect of any Obligations and all funds on deposit in the Agent Sweep Account and all other proceeds of Collateral in the order specified in Section 10.3 hereof. (c) Notwithstanding anything to the contrary, if the only Events of Default then having occurred and continuing are the failure to comply with Section 6.1 with respect to the Test Period most recently ended, then the Administrative Agent may not take any of the actions set forth in subclauses (i), (ii), (iii) and (iv) of Section 10.2(a) during the period commencing on the date that the Administrative Agent receives a Notice of Intent to Cure and ending on the Cure Expiration Date with respect thereto in accordance with and to the extent permitted by Section 10.4.

Remedies Upon Event of Default. (a) If any Event of Default occurs and is continuing, the Administrative Agent may andshall, at the request of of, or may, with the consent of, the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (i) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowerBorrowers; (iii) require that the Borrower Borrowers Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and; (iv) exercise on behalf of itself itself, the Lenders and the Lenders applicable L/C Issuer all rights and remedies available to it it, such Lenders and the Lenders such L/C Issuer under the Loan Documents or applicable Lawlaw (including in respect of the Collateral); provided provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to Borrower the Borrowers under the Bankruptcy Code of the United StatesDebtor Relief Laws, the obligation of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. (b) Upon the occurrence of the Termination Date, (i) the Commitments of each Lender to make Loans and the Commitments of each Lender and L/C Issuer to issue or participate in Letters of Credit shall each automatically be terminated, (ii) the Loans, all interest thereon and all other amounts and Obligations shall automatically become due and payable in cash, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrowers and the other Loan Parties.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may andshall, at the request of of, or may, with the consent of, the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment Commitment of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments Commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the each Borrower; (iiic) require that the each Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (ivd) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the United StatesStates (or, in the case of any Designated Borrower that is a Foreign Subsidiary, under the comparable laws of the applicable 103 jurisdiction), the obligation of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the each Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may andshall, at the request of of, or may, with the consent of, the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment Revolving Commitment of each Lender to make Loans and any obligation of the each L/C Issuers Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;; DB1/ 88815292.10 (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iiic) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Minimum Collateral Amount thereofwith respect thereto); and (ivd) exercise on behalf of itself itself, the Lenders and the Lenders L/C Issuers all rights and remedies available to it it, the Lenders and the Lenders L/C Issuers under the Loan Documents or applicable LawLaw or equity; provided provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the any L/C Issuers Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may andmay, or at the request of the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) reduce and/or condition the availability of Loans and/or declare the commitment Commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon the Loans shall be reduced or conditioned, as applicable, and/or such commitments and obligation Commitments shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document (including the Exit Fee) to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iii) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof)Credit Parties; and (ivc) exercise on behalf of itself and the Lenders other Secured Parties all rights and remedies available to it and the Lenders other Secured Parties under the Loan Documents Documents. No termination of the Commitments hereunder shall relieve any Credit Party of any of the Obligations. In addition, the Administrative Agent may declare a termination, reduction or applicable Law; restriction on the ability of the Credit Parties to use any cash collateral derived solely from the proceeds of Collateral (any such declaration shall be made to the Credit Parties, the Official Committee (if applicable) and the United States Trustee (if applicable)). In addition, subject solely to the giving of five (5) Business Days’ written notice as set forth below, the automatic stay provided that upon in Section 362 of the occurrence Bankruptcy Code shall be deemed automatically vacated without further action or order of an actual or deemed entry the Bankruptcy Court and the Administrative Agent and the Lenders shall be entitled to exercise all of an order for relief their respective rights and remedies under the Loan Documents, including all rights and remedies with respect to Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable Collateral and the obligation of Guarantors. In addition to the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effectiveremedies set forth above, in each case without further act of the Administrative Agent may exercise any other remedies provided for by this Agreement and the Loan Documents in accordance with the terms hereof and thereof or any Lenderother remedies provided by applicable law. Notwithstanding the foregoing, any exercise of remedies is subject to the requirement of the giving of five (5) Business Days’ prior written notice to counsel for the Borrowers, the Office of the U.S. Trustee and counsel for the Official Committee in accordance with the terms of the Chapter 11 Orders, during which period the Credit Parties and/or the Official Committee may seek an emergency hearing before the Bankruptcy Court for the purpose of determining whether an Event of Default has occurred (but in any such hearing the only issue that may be raised in opposition to any exercise of remedies shall be whether, in fact, an Event of Default has occurred and is continuing). During the five (5) Business Day notice period, the Credit Parties may use proceeds of the Loans or cash collateral of the Lenders to (i) fund operations in accordance with the Approved Budget or (ii) fund the Carve-Out.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may andshall, at the request of of, or may, with the consent of, the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment Revolving Commitments of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments Revolving Commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowerLoan Parties; (iiic) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (ivd) exercise on behalf of itself itself, the Lenders and the Lenders L/C Issuer all rights and remedies available to it it, the Lenders and the Lenders L/C Issuer under the Loan Documents or applicable LawDocuments; provided provided, however, that upon the occurrence of an Event of Default with respect to any Loan Party pursuant to Section 8.01(f) or (g) or the occurrence of an actual or deemed entry of an order for relief with respect to Borrower any Loan Party under the Bankruptcy Code of the United StatesCode, the obligation of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. (a) If any Event of Default occurs and is continuing, the Administrative Agent may andshall, at the request of of, or may, with the consent of, the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (i) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowerBorrowers; (iii) require that the Borrower Borrowers Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and; (iv) exercise on behalf of itself itself, the Lenders and the Lenders applicable L/C Issuer all rights and remedies available to it it, such Lenders and the Lenders such L/C Issuer under the Loan Documents or applicable Lawlaw (including in respect of the Collateral); provided provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to Borrower the Borrowers under the Bankruptcy Code of the United StatesDebtor Relief Laws, the obligation of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. (b) Upon the occurrence of the Termination Date, (i) the Commitments of each Lender to make Loans and the Commitments of each Lender and L/C Issuer to issue or participate in Letters of Credit shall each automatically be terminated and (ii) the Loans, all interest thereon and all other amounts and Obligations shall automatically become due and payable in cash, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrowers and the other Loan Parties.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iiic) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (ivd) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided that upon the occurrence of an actual or deemed entry of an order for relief Event of Default under Section 8.01(f) with respect to Borrower under the Bankruptcy Code of the United StatesBorrower, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. Notwithstanding anything to the contrary, if the only Events of Default then having occurred and continuing are pursuant to a failure to observe the Financial Covenant, the Administrative Agent shall only take the actions set forth in this Section 8.02 at the request of the Required Revolving Lenders (as opposed to Required Lenders) under the Revolving Credit Facility.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may andshall, at the request of of, or may, with the consent of, the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment Commitment of each Lender to make Loans and any obligation of the L/C Issuers Issuing Banks to make L/C issue Letters of Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iiic) require that the Borrower Cash Collateralize cash collateralize the L/C Obligations (Exposure in an amount equal to the then Outstanding Amount thereofaccordance with Section 2.23(j); and; (ivd) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided that that, upon the occurrence of an actual Event of Default under Section 8.01(f) or deemed entry of an order for relief with respect to Borrower under the Bankruptcy Code of the United StatesSection 8.01(g), the obligation of each Lender to make Loans and any obligation of the L/C Issuers Issuing Banks to make L/C issue Letters of Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower to Cash Collateralize cash collateralize the L/C Obligations Exposure in accordance with Section 2.23(j) as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender; and (e) Notwithstanding anything to the contrary, neither the Administrative Agent nor any Lender may deliver notice of any Default or Event of Default or otherwise consent, take action or direct or require the Administrative Agent or any Lender to undertake any action in respect of any Default or Event of Default previously reported to the Administrative Agent and the Lenders through the delivery of a notice of Default in accordance with Section 6.03(a) more than two years prior to such delivery of notice, consent, action or direction or requirement to undertake action in respect of Default or Event of Default, and such delivery of notice, consent, action or direction or requirement to undertake action shall be invalid and have no effect; provided that, such two year limitation shall not apply if the Administrative Agent or the Required Lenders have commenced any remedial action (whether as set forth in this Section 8.02 or as otherwise set forth in the Loan Documents) in respect of any such Default or Event of Default prior to such time.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions (or, if to the extent such Event of Default solely comprises a Financial Covenant Event of Default occurs and is continuing and Default, prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Class Lenders under with respect to the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Loans, Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit): (ia) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowerLoan Parties; (iiic) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (ivd) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided provided, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower or any Material Subsidiary under the Bankruptcy Code of the United StatesDebtor Relief Laws, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender, as further described in Section 8.01(f).

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may andshall, at the request of of, or may, with the consent of, the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iiic) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (ivd) exercise on behalf of itself itself, the L/C Issuers and the Lenders all rights and remedies available to it it, the L/C Issuers and the Lenders under the Loan Documents or Documents, under the Senior Subordinated Notes Indenture (including, without limitation, the rights and remedies available to holders of “Senior Debt” (as defined therein) under Article 10 thereof) and under any Permitted Refinancing thereof, and/or under applicable Law; provided provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant an Event of Default occurs and is continuing (other than in the case of an Event of Default under Section 11.3(a) with respect to any default of performance or compliance with the covenant under Section 10.7), the Administrative Agent shall, upon the written request of the Required Lenders, by written notice to the Borrower, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against the Borrower, except as otherwise specifically provided for in this Agreement: (i) declare the Total Revolving Credit Commitment and prior Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind, (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Unpaid Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding; provided that , if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower, the result that would occur upon the giving of written notice by the Administrative Agent shall occur automatically without the giving of any such notice. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, provided that the actions hereinafter described will be permitted to occur only following the expiration of the Term Loan Standstill Periodability to effectuate the Cure Right if such Cure Right has not been so exercised, and at any time thereafter during the continuance of such event, the Administrative Agent shall, upon the written request of the Required Revolving Credit Lenders under the Revolving Credit Facility onlyLenders, and in such case only with respect by written notice to the Revolving Credit CommitmentsBorrower, Swing Line Loanstake either or both of the following actions, and any Letters of Credit):at the same or different times (except the following actions may not be taken until the ability to exercise the Cure Right under Section 11.14 (i) declare the commitment Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender to make Loans or the Swingline Lender, shall forthwith terminate immediately and any obligation Fees theretofore accrued shall forthwith become due and payable without any other notice of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; any kind; (ii) declare the unpaid principal amount of all Revolving Credit Loans then outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter, during the continuance of such event, be declared to be due and payable), and thereupon the principal of the Revolving Credit Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; Borrower (to the extent permitted by applicable law); and/or (iii) require that direct the Borrower Cash Collateralize the L/C Obligations to pay (in an amount equal to the then Outstanding Amount thereof); and (iv) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents Borrower agrees that upon receipt of such notice, or applicable Law; provided that upon the occurrence of an actual or deemed entry Event of an order for relief Default specified in Section 11.5 with respect to Borrower the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Unpaid Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. On or after the date on which the Required Revolving Credit Lenders have, by written request to the Administrative Agent, elected to take the action under clause (ii) above as a result of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the Bankruptcy Code covenant under Section 10.7, the Required Term Loan Lenders may, upon the written request of the United StatesRequired Term Loan Lenders to the Administrative Agent, elect to declare the obligation Term Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter, during the continuance of each Lender such event, be declared to make Loans be due and any obligation payable), and thereupon the principal of the L/C Issuers Term Loans so declared to make L/C Credit Extensions shall automatically terminatebe due and payable, the unpaid principal amount of all outstanding Loans together with accrued interest thereon and all interest fees and other amounts as aforesaid obligations of the Borrower accrued hereunder, shall automatically become due and payable and the obligation immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower (to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.extent permitted by applicable law); or

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may andand the Collateral Agent shall, at the request of of, or may, with the consent of, the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iiic) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Minimum Collateral Amount thereofwith respect thereto); and (ivd) exercise on behalf of itself itself, the Lenders and the Lenders L/C Issuers all rights and remedies available to it it, the Lenders and the Lenders L/C Issuers under the Loan Documents or and/or applicable Law; provided provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United StatesCode, the obligation of each Lender to make Loans and any obligation of the each L/C Issuers Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent, the Collateral Agent or any Lender. Without limiting the generality of the other provisions of this Agreement (including Section 10.01), but subject in all respects to the other provisions of this Article IX, the appointment of the Administrative Agent and the Collateral Agent to exercise rights and remedies on behalf of the Lenders (to the exclusion of individual Lenders except pursuant to Section 9.06), including upon and at the direction of the Required Lenders, shall be applicable, whether inside or outside of any Insolvency or Liquidation Proceeding (including any Bankruptcy Case). Without limiting the generality of the foregoing, but subject in all respect to the other provisions of this Article IX, the Administrative Agent or the Collateral Agent, as the case may be, shall have the authority to act, and at the direction of the Required Lenders, shall act on the behalf of the Lenders and the L/C Issuers in any case (a “Bankruptcy Case”) under the Bankruptcy Code, including with respect to any proposed post-petition financing (including with respect to the consensual subordination of any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document in connection with any such financing), any request for adequate protection, or any post-petition sales of assets outside of the ordinary course of business.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may andshall, at the request of of, or may, with the consent of, the Required Lenders, shall by prior written notice to the Borrower (other than with respect to an Event of Default pursuant to Section 8.01(f)) take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iiic) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Minimum Collateral Amount thereofwith respect thereto); and (ivd) exercise on behalf of itself itself, the Lenders and the Lenders L/C Issuer all rights and remedies available to it it, the Lenders and the Lenders L/C Issuer under the Loan Documents or applicable LawDocuments; provided provided, however, that upon the occurrence of an actual or deemed the entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. (a) If any Event of Default occurs and is continuing, the Administrative Agent may andwith the consent of, and shall at the request of of, the Required Lenders, shall Lenders take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (i) declare the commitment Commitments of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments Commitments and obligation shall be terminated; (ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iii) require that the Borrower Cash Collateralize the L/C Letter of Credit Obligations (in an amount equal to the then Outstanding Amount thereof); and (iv) exercise (or direct the Collateral Agent to exercise) on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower or any Guarantor under the Bankruptcy Code of the United States, the obligation Commitments of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower to Cash Collateralize the L/C Letter of Credit Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. (b) Without limitation of the rights of the Agents or Secured Parties under Section 5.16, the Borrower hereby irrevocably waives the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that during the continuance of an Event of Default, and notwithstanding Section 2.16(f) but subject to the terms of the Intercreditor Agreement, the Administrative Agent or Collateral Agent may in its sole discretion, and, upon either (A) the written direction of the Required Lenders or (B) the acceleration of the Obligations pursuant to Section 7.02(a), deliver a notice to each Approved Account Bank instructing them to cease complying with any instructions from any Loan Party and to transfer all funds therein to the Administrative Agent and the Administrative Agent shall apply all payments in respect of any Obligations and all funds on deposit in the Concentration Account and all other proceeds of Collateral in the order specified in Section 7.03 hereof. (c) Notwithstanding anything to the contrary, if the only Events of Default then having occurred and continuing are the failure to comply with Section 6.12 with respect to the Test Period most recently ended, then the Administrative Agent may not take any of the actions set forth in subclauses (i), (ii), (iii) and (iv) of Section 7.02(a) during the period commencing on the date that the Administrative Agent receives a Notice of Intent to Cure and ending on the Cure Expiration Date with respect thereto in accordance with and to the extent permitted by Section 7.04.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iiic) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to 105% of the then Outstanding Amount thereof); (d) exercise the right of the Administrative Agent under the Control Agreements to transfer funds maintained in the deposit accounts and securities accounts of the Loan Parties to such account as the Administrative Agent shall determine; and (ive) exercise on behalf of itself and the Lenders all other rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided that upon the occurrence of an any event described in Section 8.01(f) or actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United StatesCode, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. If any Event of Default occurs and is continuingoccurs, the Administrative Agent may andAgent: (a) shall, at the request of of, or may, with the consent of, the Required Revolver Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit): (i) declare the commitment of each Revolver Lender to make Revolver Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation obligations shall be terminated; (iib) shall, at the request of, or may, with the consent of the Required Lenders, declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iiic) shall, at the request of, or may, with the consent of the Required Revolver Lenders, declare that an amount equal to the then Outstanding Amount of all L/C Obligations be immediately due and payable by the Borrower, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby expressly waived by the Borrower, and require that the Borrower deliver such payments to the Administrative Agent to Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (ivd) shall, at the request of, or may, with the consent of the Required Lenders, exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Lawlaw; provided provided, however, that upon the occurrence of an actual or deemed entry any event specified in subsection (f)(i) of an order for relief with respect to Borrower under the Bankruptcy Code of the United StatesSection 8.01, the obligation of each Lender to make Loans and any obligation of the L/C Issuers Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and an amount equal to the obligation then Outstanding Amount of all L/C Obligations shall be deemed to be forthwith due and owing by the Borrower to Cash Collateralize the L/C Obligations Issuer and the Revolver Lenders as aforesaid shall automatically become effective, in each case without further act of the date of such occurrence and the Borrower’s obligation to pay such amounts shall be absolute and unconditional, without regard to whether any beneficiary of any such Letter of Credit has attempted to draw down all or a portion of such amount under the terms of a Letter of Credit and, to the fullest extent permitted by applicable law, shall not be subject to any defense or be affected by a right of set-off, counterclaim or recoupment which the Borrower may now or hereafter have against any such beneficiary, the L/C Issuer, the Administrative Agent Agent, the Revolver Lenders or any Lenderother Person for any reason whatsoever. Such payments shall be delivered to and held by the Collateral Agent as cash collateral securing the L/C Obligations.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may andshall, at the request of of, or may, with the consent of, the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowerBorrowers; (iiic) require that the each Borrower Cash Collateralize the L/C Obligations relating to each Letter of Credit issued for the account of such Borrower (or a Subsidiary of such Borrower) in an amount equal to the then Outstanding Amount thereof); and (ivd) exercise on behalf of itself itself, the Lenders and the Lenders L/C Issuers all rights and remedies available to it it, the Lenders and the Lenders L/C Issuers under the Loan Documents or applicable LawDocuments; provided provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Domestic Borrower under the Bankruptcy Code of the United StatesStates or any Foreign Borrower under applicable Debtor Relief Laws, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the each Borrower to Cash Collateralize the L/C Obligations relating to each Letter of Credit issued for the account of such Borrower (or a Subsidiary of such Borrower) as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may andshall, at the request of of, or may, with the consent of, the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment Commitment of each Lender to make Loans and any obligation of the L/C Issuers Issuing BankBanks to make L/C issue Letters of Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iiic) require that the Borrower Cash Collateralize cash collateralize the L/C Obligations (Exposure in an amount equal to the then Outstanding Amount thereofaccordance with Section 2.23(j); and (ivd) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided that that, upon the occurrence of an actual Event of Default under Section 8.01(f) or deemed entry of an order for relief with respect to Borrower under the Bankruptcy Code of the United StatesSection 8.01(g), the obligation of each Lender to make Loans and any obligation of the L/C Issuers Issuing BankBanks to make L/C issue Letters of Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower to Cash Collateralize cash collateralize the L/C Obligations Exposure in accordance with Section 2.23(j) as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.; and (e) Notwithstanding anything to the contrary, neither the Administrative Agent nor any Lender may deliver notice of any Default or Event of Default or otherwise consent, take action or direct or require the Administrative Agent or any Lender to undertake any action in respect of any Default or Event of Default previously reported to the Administrative Agent and the Lenders through the delivery of a notice of Default in accordance with Section 6.03(a) more than two years prior to such delivery of notice, consent, action or direction or requirement to undertake action in respect of Default or Event of Default, and such delivery of notice, consent, action or direction or requirement to undertake action shall be invalid and have no effect; provided that, such two year limitation shall not apply if the Administrative Agent or the Required Lenders have commenced any remedial action (whether as set forth in this Section 8.02 or as otherwise set forth in the Loan Documents) in respect of any such Default or Event of Default prior to such time.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment Commitment of each Lender to make Loans (including the obligation of the Swingline Lender to make Swingline Loans) and any obligation of the L/C Issuers Issuing Bank to make L/C issue Letters of Credit Extensions to be terminated, whereupon such commitments Commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowerBorrowers; (iiic) require that the Borrower Borrowers Cash Collateralize the L/C Obligations amount of the Letter of Credit Outstandings (in an amount equal to one hundred five percent (105%) of the amount of outstanding Letters of Credit plus one hundred five percent (105%) of the then Outstanding Amount thereofunreimbursed amounts due to the Issuing Bank); and (ivd) exercise on behalf of itself and the Lenders Secured Parties all rights and remedies available to it and the Lenders Secured Parties under the Loan Documents or applicable Applicable Law; provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to Borrower the any Loan Party under the Bankruptcy Code of the United Statesany Debtor Relief Law, the obligation of each Lender to make Loans and any obligation of the L/C Issuers Issuing Bank to make L/C issue Letters of Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower Borrowers to Cash Collateralize the L/C Obligations amount of Letter of Credit Outstandings as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers or Alternative L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iiic) require that the applicable Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (ivd) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to Borrower under the Bankruptcy Code of the United StatesStates or any Debtor Relief Laws, the obligation of each Lender to make Loans and any obligation of the L/C Issuers or Alternative L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable and the obligation of the applicable Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. Notwithstanding anything to the contrary, if the only Events of Default then having occurred and continuing are pursuant to a failure to observe the Financial Covenant, the Administrative Agent shall only take the actions set forth in this Section 8.02 at the request of the Required Revolving Credit Lenders (as opposed to Required Lenders).

Remedies Upon Event of Default. (a) If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (i) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowerBorrowers; (iii) require that the Borrower Borrowers Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (iv) subject to the Intercreditor Agreement, exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to Borrower Nxxxxxx under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable and the obligation of the Borrower Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. (b) Notwithstanding the foregoing, for the purpose of this Agreement, for the period from the Closing Date until the date which falls three months after the Pushdown Date (the “Clean-Up Period”), a breach of the representations and warranties or a breach of the covenants or an Event of Default, will be deemed not to be a breach of warranty or a breach of covenant or an Event of Default (as the case may be) if it would have been (if it were not for this provision) a breach of warranty or a breach of covenant or an Event of Default only by reason of circumstances existing at or within one month following the Pushdown Date and relating exclusively to the business or operations of the Company and its Subsidiaries (other than Nxxxxxx) or any of them if and for so long as the circumstances giving rise to the relevant breach of warranty or breach of covenant or Event of Default: (i) are capable of being cured and, if Nxxxxxx (or following the date which is one month after the Pushdown Date, any of the Borrowers and their respective Subsidiaries) is aware of the relevant circumstances at the time, reasonable efforts are being used to cure the same; (ii) have not been procured by or approved by Nxxxxxx or other entities formed by the Sponsors (or following the date which is one month after the Pushdown Date, any of the Borrowers and their respective Subsidiaries or such other entities formed by the Sponsors); and (iii) do not have a Material Adverse Effect, provided that if the relevant circumstances are continuing at the end of the Clean-Up Period there shall be a breach of warranty, breach of covenant or Event of Default, as the case may be.

Remedies Upon Event of Default. If After the occurrence of any Event of Default occurs and is continuing, the Administrative Agent may and, at the request if within twenty four hours of the Required Lenders, shall take any or all receiving written notice of the following actions (or, if a Financial Covenant such Event of Default occurs from the Pledgee the Company has not paid all outstanding principal and is continuing accrued and prior unpaid interest and all other amounts owed on the Debenture to the expiration extent of the Term Loan Standstill Period, at the request Cash Advance: (a) Pledgee may exercise in respect of the Required Revolving Credit Lenders under Pledged Collateral held by it, in addition to other rights and remedies provided for herein or otherwise available to the Revolving Credit Facility onlyPledgee (including, and without limitation, the vesting in such case only the Pledgee pursuant to Section 6(b)(i) of the sole right to exercise voting rights pertaining to the Pledged Collateral, including, without limitation, voting rights with respect to the Revolving Credit Commitmentssale of assets of the Company), Swing Line Loansall the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of California at that time (the "UCC") (whether or not the UCC applies to the affected Collateral), and may also, without notice except as specified below, to the extent required to pay all amounts due on the Debenture associated with such Event of Default (provided however that such amounts shall not exceed the Cash Advance), including without limitation principal, accrued but unpaid interest, liquidated damages, if any, that are due under the Debenture and fees, sell, in a commercially reasonable sale, the Pledged Collateral or any Letters of Credit): part thereof in one or more parcels at a public sale, provided that the Pledged Collateral is then trading on a Trading Market (i) declare as defined in the commitment of each Lender to make Loans Debenture), or at a private sale, if the Pledged Collateral is no longer trading on a Trading Market, for cash, on credit or for future delivery, and any obligation upon such other terms as the Pledgee may deem commercially reasonable. The application of the L/C Issuers proceeds realized upon the sale of the Pledged Collateral may, in the sole discretion of the Pledgee, be applied to make L/C Credit Extensions all or any portion of the amounts due on the Debenture associated with such Event of Default, in any order specified by the Pledgee, including without limitation the application of the proceeds realized upon the sale of the Pledged Collateral first to be terminatedthe liquidated damages, whereupon if any, owed in connection with the Debenture, and then to all other amounts due on the Debenture associated with such commitments and obligation shall be terminated; (ii) declare the unpaid principal amount Event of all outstanding LoansDefault, all interest including without limitation principal, accrued and unpaid thereoninterest thereon and any other fees due under the Debenture, provided however, that such proceeds may only be applied to the satisfaction of the Cash Advance that is then outstanding under the Debenture, if any. Each Pledgor agrees that, to the extent notice of sale shall be required by law, at least three (3) days' notice to such Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Pledgee shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Pledgee may adjourn any public or private sale from time to time without notice. Each Pledgor acknowledges and agrees that the Pledged Collateral consisting of the Pledged Shares, and/or any other shares of common stock of the Company, is of a type customarily sold on a recognized market, and accordingly that no notice of the sale thereof need be given. Initials Initials (b) Any cash held by Pledgee as Pledged Collateral and all other amounts owing or payable hereunder or under cash proceeds received by Pledgee in respect of any other Loan Document to be immediately due and payablesale of, without presentmentcollection from, demand, protest or other notice realization upon all or any part of the Pledged Collateral may, in the discretion of Pledgee, be held as collateral for, and/or then or at any time thereafter be applied (after payment of any kind, amounts payable pursuant to Section 14) in whole or in part against all or any part of which are hereby expressly waived the Obligations. Any surplus of such cash or cash proceeds held by Pledgee and remaining after payment in full of all the Borrower; (iii) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal shall be paid over to the then Outstanding Amount thereof); and (iv) exercise on behalf of itself and the Lenders all rights and remedies available Pledgors or to it and the Lenders under the Loan Documents or applicable Law; provided that upon the occurrence of an actual or deemed entry of an order for relief with respect whomsoever may be lawfully entitled to Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lenderreceive such surplus.

Remedies Upon Event of Default. (a) If any Event of Default occurs and is continuing, the Administrative Agent may andAgent, at the request of the Required Lenders, shall take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (i) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document (including, without limitation, any Call Premium (in each case, determined as if the Loans were prepaid at the time of such acceleration at the option of the Borrower pursuant to the terms of Section 2.03(e) hereunder)) to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iii) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (iviii) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided that upon the occurrence of an actual or deemed entry Event of an order for relief Default under Section 8.01(f) with respect to Borrower under the Bankruptcy Code of the United StatesBorrower, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, terminate and the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid (including, without limitation, any Call Premium (in each case, determined as if the Loans were prepaid at the time of such acceleration at the option of the Borrower pursuant to the terms of Section 2.03(e) hereunder)) shall automatically become due and payable and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effectivepayable, in each case without further act of the Administrative Agent or any Lender. (b) Without limiting the generality of the foregoing, it is understood and agreed that if, prior to the Maturity Date, (i) the Loans are accelerated or otherwise become due, in each case, in respect of any Event of Default (including, but not limited to, upon the occurrence of a bankruptcy or insolvency related event (including acceleration of claims by operation of law)) or (ii) the board of directors (or similar governing body) or any Person having Control of any Loan Party (or any committee thereof) adopts or causes the adoption or occurrence of any resolution, written consent or other authorization of any action to approve any bankruptcy or insolvency related event and such Loan Party actually commences such bankruptcy or insolvency related event (each of the foregoing clauses (i) and (ii), a “Specified Event of Default”),the Call Premium (if any) that would have applied if, at the time of such Specified Event of Default, the Borrower had paid, repaid, refinanced, redeemed, substituted or replaced any or all of the Loans as contemplated in Section 2.03(e), will also be automatically and immediately due and payable without further action or notice, and the Call Premium shall constitute part of the Obligations in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of and compensation for the Lenders’ loss of an investment opportunity (but not as a penalty) and not as a result thereof. Any Call Premium payable hereunder shall be presumed to be the liquidated damages (and not, for the avoidance of doubt, unmatured interest or a penalty) sustained by the Lenders as the result of such Specified Event of Default and the Borrower and the other Loan Parties agree that the Call Premium is reasonable under the circumstances currently existing. The Call Premium shall be immediately due and payable, without further action or notice, without regard to whether such Specified Event of Default is voluntary or involuntary, or whether payment occurs pursuant to a motion, plan of reorganization, or otherwise, and without regard to whether the Loans and other Obligations are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other similar means. (c) THE BORROWER AND EACH OTHER LOAN PARTY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING CALL PREMIUM IN CONNECTION WITH ANY SUCH SPECIFIED EVENT OF DEFAULT. (d) The Borrower and each other Loan Party expressly agrees (to the fullest extent that it may lawfully do so) that: (i) the Call Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (ii) the Call Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (iii) there has been a course of conduct between the Lenders and the Borrower and the other Loan Parties giving specific consideration in this transaction for such agreement to pay the Call Premium; and (iv) the Borrower and each other Loan Party shall each be estopped hereafter from claiming differently than as agreed to in this clause (d). (e) The Borrower and each other Loan Party expressly acknowledges that its agreement to pay the Call Premium to the Lenders as herein described is a material inducement to the Lenders to provide the Commitments and make the Loans.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may andshall, at the request of, or may, with the consent of, the Required Lenders (or, if an Event of Default with respect to Section 7.11 occurs and is continuing, at the request of, or with the consent of Lenders holding more than 50% of the Required Lendersaggregate principal amount of the Revolving Credit Commitments and the Initial Tranche B-1 Term Loans with respect to the Revolving Facility, shall any Letters of Credit, L/C Credit Extension, L/C Obligation and the Initial Tranche B-1 Term Loans), take any or all of the following actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit):actions: (ia) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (iib) declare the unpaid principal amount of all applicable outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the each Borrower; (iiic) require that the Borrower Applicable Borrowers Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (ivd) exercise on behalf of itself itself, the Lenders and the Lenders L/C Issuers all rights and remedies available to it it, the Lenders and the Lenders L/C Issuers under the Loan Documents or applicable LawDocuments; provided provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the United StatesStates or commencement of any equivalent proceeding, action or other process under any applicable Debtor Relief Laws, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable payable, and the obligation of the Borrower Applicable Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.