Common use of Remedies Upon Events of Default Clause in Contracts

Remedies Upon Events of Default. Upon the occurrence and during the continuance of any Event of Default with respect to a Borrower, the Administrative Agent shall at the request, or may with the consent, of the Lenders entitled to make such request, upon notice to such Borrower (i) declare the obligation of each Lender to make Advances to such Borrower to be terminated, whereupon such obligation of each Lender shall forthwith terminate, provided, that any such request or consent pursuant to this clause (i) shall be made solely by Lenders having Percentages in the aggregate of not less 66-2/3%; and (ii) declare the Advances made to such Borrower, all interest thereon and all other amounts payable by such Borrower under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon such Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each Borrower, provided, that any such request or consent pursuant to this clause (ii) shall be made solely by the Lenders holding at least 66-2/3% of the then aggregate unpaid principal amount of the Advances owing by such Borrower, provided, that if such Event of Default is an Event of Default pursuant to subsection (f) of Section 8.01, then (A) the obligation of each Lender to make Advances to such Borrower shall automatically be terminated and (B) the Advances made to such Borrower, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each Borrower.

Remedies Upon Events of Default. Upon the occurrence and during the continuance of any Event of Default with respect to a BorrowerDefault, the Administrative Agent shall at the request, or may with the consent, of the Lenders entitled to make such request, upon notice to such the Borrower (i) declare the obligation of each Lender to make Advances to such Borrower the Borrower, and the obligation of the Fronting Bank to issue Letters of Credit, to be terminated, whereupon such obligation obligations of each Lender the Lenders and the Fronting Bank shall forthwith terminate, provided, that any such request or consent pursuant to this clause (i) shall be made solely by Lenders having Percentages in the aggregate of not less 66-2/3%; and (ii) declare the Advances made to such BorrowerAdvances, all interest thereon thereon, an amount equal to the aggregate Stated Amount of all issued but undrawn Letters of Credit and all other amounts payable by such the Borrower under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon such Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each the Borrower, provided, that any such request or consent pursuant to this clause (ii) shall be made solely by the Lenders holding at least 66-2/3% of the then aggregate unpaid principal amount Outstanding Credits; and (iii) instruct the Fronting Bank to (whereupon the Fronting Bank shall) furnish to each Beneficiary written notice of its intention to terminate such Letter of Credit pursuant to the terms thereof, provided, that any such request or consent pursuant to this clause (iii) shall be made solely by the Lenders holding Percentages in the aggregate of not less that 66-2/3% or, if the Commitments shall then have been terminated, Lenders holding at least 66-2/3% of the Advances owing by such Borrowerthen aggregate Outstanding Credits; provided, providedhowever, that if such Event of Default is an Event of Default pursuant to subsection (f) of Section 8.01, then (A) the obligation of each Lender to make Advances to such Borrower the Borrower, and the obligation of the Fronting Bank to issue Letters of Credit, shall automatically be terminated and (B) the Advances made to such BorrowerAdvances, all such interest thereon, an amount equal to the aggregate Stated Amount of all issued but undrawn Letters of Credit and all such other amounts payable by the Borrower under this Agreement and the other Loan Documents shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each the Borrower.

Remedies Upon Events of Default. Upon the occurrence and during the continuance of any Event of Default with respect to a Borrower, the Administrative Agent shall at the request, or may with the consent, of the Lenders entitled to make such request, upon notice to such Borrower (i) declare the obligation of each Lender to make Advances to such Borrower to be terminated, whereupon such obligation of each Lender shall forthwith terminate, provided, that any such request or consent pursuant to this clause (i) shall be made solely by Lenders having Percentages in the aggregate in excess of not less 66-2/350%; and (ii) declare the Advances made to such Borrower, all interest thereon and all other amounts payable by such Borrower under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon such Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each Borrower, provided, that any such request or consent pursuant to this clause (ii) shall be made solely by the Lenders holding at least 66-2/3in excess of 50% of the then aggregate unpaid principal amount of the Advances owing by such Borrower, provided, that if such Event of Default is an Event of Default pursuant to subsection (f) of Section 8.01, then (A) the obligation of each Lender to make Advances to such Borrower shall automatically be terminated and (B) the Advances made to such Borrower, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each Borrower.

Remedies Upon Events of Default. Upon the occurrence and during the continuance of If any Event of Default (other than an event with respect to the Borrower or a BorrowerRestricted Subsidiary described in paragraphs (g) or (h) above), occurs and is continuing, the Administrative Agent shall may, and at the request, or may with the consent, request of the Required Lenders entitled to make such requestshall, upon by notice to such Borrower the Borrower, take any or all of the following actions, at the same or different times: (ia) terminate forthwith the Commitments and declare the obligation of each Lender to make Advances to such Borrower to be terminated, whereupon such obligation of each Lender shall forthwith terminate, provided, that any such request or consent pursuant to this clause (i) shall be made solely by Lenders having Percentages in the aggregate of not less 66-2/3%; and (ii) declare the Advances made to such Borrower, all interest thereon and all other amounts payable by such Borrower under this Agreement and the other Loan Documents Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, whereupon such Advances, all such together with accrued interest thereon and any unpaid accrued Fees and all such amounts other liabilities of the Borrower and the other Loan Parties accrued hereunder and under any other Loan Document, shall become and be forthwith due and payable, without presentment, demand, protest or further any other notice of any kind, all of which are hereby expressly waived by each Borrower, provided, that any such request or consent pursuant to this clause (ii) shall be made solely the Borrower and by the Lenders holding at least 66-2/3% Borrower on behalf of its Restricted Subsidiaries, anything contained herein or in any other Loan Document to the contrary notwithstanding, and the Administrative Agent and the Collateral Agent shall have the right to take all or any actions and exercise any remedies available under the Loan Documents or applicable law or in equity; and in any event with respect to the Borrower or a Restricted Subsidiary described in Section 7.01 (g) or (h) above, the Commitments shall automatically terminate and the principal of the Loans then aggregate outstanding, together with accrued interest thereon and any unpaid principal amount accrued Fees and all other liabilities of the Advances owing by such BorrowerBorrower and the other Loan Parties accrued hereunder and under any other Loan Document, provided, that if such Event of Default is an Event of Default pursuant to subsection (f) of Section 8.01, then (A) the obligation of each Lender to make Advances to such Borrower shall automatically be terminated and (B) the Advances made to such Borrower, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by each Borrowerthe Borrower and by the Borrower on behalf of its Restricted Subsidiaries, anything contained herein or in any other Loan Document to the contrary notwithstanding, and the Administrative Agent and the Collateral Agent shall have the right to take all or any actions and exercise any remedies available under the Loan Documents or applicable law or in equity.

Remedies Upon Events of Default. Upon the occurrence and during the continuance of any Event of Default with respect to a Borrower (or, with respect to any Borrower, an Event of Default under subsection (h) or (j) of Section 8.01), then, and in any such event, the Administrative Agent shall at the request, or may with the consent, of the Lenders entitled to make such request, upon notice to such Borrower (i) declare the obligation of each Lender to make Advances to such Borrower to be terminated, whereupon such obligation of each Lender shall forthwith terminate, provided, that any such request or consent pursuant to this clause (i) shall be made solely by Lenders having Percentages in the aggregate of not less 66-2/3%; and (ii) declare the Advances made to Notes of such Borrower, all interest thereon and all other amounts payable by such Borrower under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon such AdvancesNotes, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each BorrowerBorrower and; (iii) subject to the limitations set forth in Section 3.01(e) of the Collateral Agency Agreement, exercise in respect of any and all Collateral, in addition to the other rights and remedies provided for herein and in the other Loan Documents or otherwise available to the Administrative Agent, the Collateral Agent or the Lenders, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of New York and in effect in any other jurisdiction in which Collateral is located at that time, provided, that any such request or consent pursuant to this clause (ii) shall be made solely by the Lenders holding at least 66-2/3% of the then aggregate unpaid principal amount of the Advances owing by to such Borrower; and provided further, providedhowever, that if such Event in the event of Default is an Event actual or deemed entry of Default pursuant an order for relief with respect to subsection (f) of Section 8.01a Borrower under the Federal Bankruptcy Code, then (A) the obligation of each Lender to make Advances to such Borrower shall automatically be terminated and (B) the Advances made to Notes of such Borrower, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each Borrower.

Remedies Upon Events of Default. Upon the occurrence and during the continuance of any Event of Default with respect to a BorrowerDefault, the Administrative Agent shall at the request, or may with the consent, of the Lenders entitled to make such request, upon notice to such the Borrower (i) declare the obligation of each Lender to make Advances to such the Borrower to be terminated, whereupon such obligation obligations of each Lender the Lenders shall forthwith terminate, provided, that any such request or consent pursuant to this clause (i) shall be made solely by Lenders having Percentages in the aggregate of not less 66-2/3%; and (ii) declare the Advances made to such Notes of the Borrower, all interest thereon and all other amounts payable by such the Borrower under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon such AdvancesNotes, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each the Borrower, provided, that any such request or consent pursuant to this clause (ii) shall be made solely by the Lenders holding at least 66-2/3% of the then aggregate unpaid principal amount of the Advances owing by such BorrowerOutstanding Credits; provided, providedhowever, that if such Event of Default is an Event of Default pursuant to subsection (f) of Section 8.01, then (A) the obligation of each Lender to make Advances to such the Borrower shall automatically be terminated and (B) the Advances made to such Notes of the Borrower, all such interest thereon and all such other amounts payable by the Borrower under this Agreement and the other Loan Documents shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each the Borrower.

Remedies Upon Events of Default. Upon the occurrence and during the continuance of any Event of Default Default, then, and in any such event the Agent with respect to a Borrowerthe concurrence of the Issuing Bank may, and upon the Administrative direction of the Majority Lenders the Agent shall at the request, or may with the consent, of the Lenders entitled to make such request, upon notice to such Borrower (i) if the Letter of Credit Amendment shall not have been issued, instruct the Issuing Bank to (whereupon the Issuing Bank shall) by notice to the Account Party declare its commitment to issue the obligation Letter of each Lender to make Advances to such Borrower Credit Amendment to be terminated, whereupon such obligation of each Lender the same shall forthwith terminate, provided, that any (ii) instruct the Issuing Bank to (whereupon the Issuing Bank shall) furnish to the Trustee and the Paying Agent written notice of such request or consent pursuant Event of Default in accordance with Section 6.01(a)(iv) of the Indenture and of the Issuing Bank's determination to this clause terminate the Letter of Credit on the fifth business day (i) shall be made solely by Lenders having Percentages as defined in the aggregate Indenture) following the Trustee's and Paying Agent's receipt of such notice, (iii) instruct the Issuing Bank to (whereupon the Issuing Bank shall) furnish to the Trustee and the Paying Agent written notice that the Interest Component will not less 66-2/3%be reinstated in the amount of one or more Interest Drawings, all as provided in the Letter of Credit; and (iiiv) direct the Account party to pay cash into the Cash Account in accordance with Section 7.05(a); (v) declare the Advances made to such Borrowerand all other principal amounts outstanding hereunder, all interest thereon and all other amounts payable by such Borrower under this Agreement and the other Loan Documents hereunder to be forthwith due and payable, whereupon such Advancesthe Advances and all other principal amounts outstanding hereunder, all such interest and all such other amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each Borrowerthe Account Party, and (vi) instruct the Issuing Bank to (whereupon the Issuing Bank shall) exercise all the rights and remedies provided herein and under and in respect of the Security Documents; provided, that any such request or consent pursuant to this clause (ii) shall be made solely by the Lenders holding at least 66-2/3% of the then aggregate unpaid principal amount of the Advances owing by such Borrower, providedhowever, that if such Event in the event of Default is an Event actual or deemed entry of Default pursuant an order for relief with respect to subsection (f) of Section 8.01the Account Party under the Federal Bankruptcy Code, then (A) the obligation commitment of each Lender the Issuing Bank to issue the Letter of Credit, the Commitments and the obligations of the Participating Banks to make Advances to such Borrower shall automatically be terminated terminated, and (B) the Advances made to such Borrowerand all other principal amounts outstanding hereunder, all such interest accrued and unpaid thereon and all such other amounts payable hereunder shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each Borrowerthe Account Party.

Remedies Upon Events of Default. Upon the occurrence and during the continuance of any Event of Default with respect to a BorrowerDefault, the Administrative Agent shall at the request, or may with the consent, request of the Lenders entitled to make such requestRequired Banks, upon notice to such Borrower the Account Party (i) declare the obligation Commitments and the commitments of each Lender the Issuing Banks to make Advances to such Borrower any Extension of Credit to be terminated, whereupon such obligation of each Lender the same shall forthwith terminate, providedterminate (PROVIDED, that the obligations of the Participating Banks under Section 2.5 shall continue notwithstanding any such request or consent pursuant to this clause (i) shall be made solely by Lenders having Percentages in the aggregate of not less 66-2/3%; and termination), (ii) declare all amounts payable hereunder by the Advances made to such BorrowerAccount Party, whether matured or unmatured (including all Reimbursement Obligations and all interest thereon and all other amounts payable by such Borrower under this Agreement and the other Loan Documents thereon), to be forthwith immediately due and payable, whereupon such Advances, all such interest and all such amounts the same shall immediately become and be forthwith due and payablepayable without demand, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each Borrowerthe Account Party, providedand/or (iii) make demand upon the Account Party to, and forthwith upon such demand the Account Party shall, (A) subject to Section 2.14(d), pay to the Administrative Agent in immediately available funds at the Administrative Agent's office designated in such demand, for deposit in the Cash Collateral Account or any other account designated by the Administrative Agent, as provided in Section 2.14, an amount equal to the aggregate Available Amount at such time, or (B) deliver to the Administrative Agent (for the benefit of the Issuing Banks and the Participating Banks) an irrevocable standby letter of credit (issued pursuant to the Existing Credit Facility or any other credit facility or agreement (other than this Agreement) to which the Account Party is a party) having a stated amount equal to the aggregate Available Amount at such time, which letter of credit shall be issued by a commercial bank, and shall be in form and substance, satisfactory to the Administrative Agent; PROVIDED, HOWEVER, that upon the occurrence of any such request or consent pursuant to this clause (ii) shall be made solely by the Lenders holding at least 66-2/3% of the then aggregate unpaid principal amount of the Advances owing by such BorrowerAutomatic Acceleration Event, provided, that if such Event of Default is an Event of Default pursuant to subsection (f) of Section 8.01, then (A) the obligation Commitments and the commitments of each Lender the Issuing Banks to make Advances to such Borrower Extensions of Credit shall automatically be terminated and terminated, (B) all amounts payable hereunder by the Advances made to such BorrowerAccount Party, whether matured or unmatured (including all such interest Reimbursement Obligations and all such amounts interest thereon), shall automatically immediately become and be due and payablepayable without demand, without presentment, demand, protest or any further notice of any kind, all of which are hereby expressly waived by the Account Party, and (C) without any request or the taking of any other action by the Administrative Agent or any Participating Bank, (1) subject to Section 2.14(d), the Account Party shall be obligated forthwith to pay to the Administrative Agent in immediately available funds for deposit in the Cash Collateral Account, as provided in Section 2.14, an amount equal to the aggregate Available Amount at such time, or (2) the Account Party shall be obligated to deliver to the Administrative Agent (for the benefit of the Issuing Banks and the Participating Banks) an irrevocable standby letter of credit (issued pursuant to the Existing Credit Facility or any other credit facility or agreement (other than this Agreement) to which the Account Party is a party) having a stated amount equal to the aggregate Available Amount at such time, which letter of credit shall be issued by a commercial bank, and shall be in form and substance, satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Section 6.2 shall affect (1) the obligation of any Issuing Bank to make any payment under any Letter of Credit issued by such Issuing Bank in accordance with the terms of such Letter of Credit, or (2) the participatory interest of each BorrowerParticipating Bank in each such payment.

Remedies Upon Events of Default. Upon the occurrence and during the continuance of If any Event of Default with respect to a Borroweroccurs and is continuing: (a) the Agent may, the Administrative Agent shall or, at the request, or may with the consent, request of the Required Lenders entitled to make such requestshall, upon notice to such Borrower (iA) declare the obligation Revolving Commitments of each Revolving Lender to make Advances Committed Revolving Loans and any obligation of the L/C Issuer to such Borrower make L/C Credit Extensions to be terminated, whereupon such Revolving Commitments and obligation of each Lender shall forthwith terminate, provided, that any such request or consent pursuant to this clause (i) shall be made solely by Lenders having Percentages in the aggregate of not less 66-2/3%; terminated, and (iiB) declare the Advances made to such Borrowerunpaid principal amount of all outstanding Committed Revolving Loans, and all interest thereon accrued and all unpaid thereon, and any other amounts payable by such Borrower under this Agreement and Obligations related to the other Loan Documents foregoing, to be forthwith due and payable, whereupon such Advances, all such interest and all such amounts shall become and be forthwith immediately due and payable, without presentment, demand, protest or further other notice of any kind, all of which are hereby expressly waived by each Borrowerthe Loan Parties; and (b) the Agent may, providedor, at the request of the Required Lenders shall: (i) require that any such request or consent pursuant to this clause the Loan Parties Cash Collateralize the L/C Obligations; and (ii) shall be made solely by whether or not the Lenders holding at least 66-2/3% maturity of the then aggregate unpaid principal amount Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Advances owing 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 Borroweramount 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, however, that if such upon the occurrence of any Event of Default is an Event of Default pursuant with respect to subsection (f) of any Loan Party or any Subsidiary thereof under Section 8.018.01(i),8.01(i), then (A) the obligation of each Lender to make Advances Loans and any obligation of the L/C Issuer to such Borrower make L/C Credit Extensions shall automatically be terminated terminate, the unpaid principal amount of all outstanding Loans and (B) the Advances made to such Borrower, all such interest and all such other amounts as aforesaid shall automatically become and be due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without presentment, demand, protest further act of the Agent or any notice Lender. No remedy herein is intended to be exclusive of any kind, all 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 which are hereby expressly waived by each BorrowerLaw.

Remedies Upon Events of Default. Upon the occurrence and during the continuance of any Event of Default with respect to a BorrowerDefault, the Administrative Agent shall at the request, or may with the consent, of the Lenders entitled to make such request, upon notice to such the Borrower (i) declare the obligation of each Lender to make Advances to such Borrower the Borrower, and the obligation of the Fronting Bank to issue Letters of Credit, to be terminated, whereupon such obligation obligations of each Lender the Lenders and the Fronting Bank shall forthwith terminate, provided, that any such request or consent pursuant to this clause (i) shall be made solely by Lenders having Percentages in the aggregate of not less 66-2/3%; and (ii) declare the Advances made to such BorrowerAdvances, all interest thereon thereon, an amount equal to the aggregate Stated Amount of all issued but undrawn Letters of Credit and all other amounts payable by such the Borrower under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon such Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each the Borrower, provided, that any such request or consent pursuant to this clause (ii) shall be made solely by the Lenders holding at least 66-2/3% of the then aggregate unpaid principal amount of the Advances owing by such BorrowerOutstanding Credits; provided, providedhowever, that if such Event of Default is an Event of Default pursuant to subsection (f) of Section 8.018.01(f), then (A) the obligation of each Lender to make Advances to such Borrower the Borrower, and the obligation of the Fronting Bank to issue Letters of Credit, shall automatically be terminated and (B) the Advances made to such BorrowerAdvances, all such interest thereon, an amount equal to the aggregate Stated Amount of all issued but undrawn Letters of Credit and all such other amounts payable by the Borrower under this Agreement and the other Loan Documents shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each the Borrower.

Remedies Upon Events of Default. Upon the occurrence and during the continuance of (a) If any Event of Default with respect to a Borrower, the Administrative Agent shall at the request, or may with the consent, of the Lenders entitled to make such request, upon notice to such Borrower occurs and is continuing: (i) the Agent may, or, at the request of the Required Revolving Lenders shall, (A) declare the obligation Revolving Commitments of each Revolving Lender to make Advances Committed Revolving Loans and any obligation of the L/C Issuer to such Borrower make L/C Credit Extensions to be terminated, whereupon such Revolving Commitments and obligation of each Lender shall forthwith terminate, provided, that any such request or consent pursuant to this clause (i) shall be made solely by Lenders having Percentages in the aggregate of not less 66-2/3%; terminated, and (iiB) declare the Advances made to such Borrowerunpaid principal amount of all outstanding Committed Revolving Loans, and all interest thereon accrued and all unpaid thereon, and any other amounts payable by such Borrower under this Agreement and Obligations related to the other Loan Documents foregoing, to be forthwith due and payable, whereupon such Advances, all such interest and all such amounts shall become and be forthwith immediately due and payable, without presentment, demand, protest or further other notice of any kind, all of which are hereby expressly waived by each Borrower, provided, that any such request or consent pursuant to this clause the Loan Parties; (ii) shall be made solely by the Lenders holding Term Loan Agent may, or, at least 66-2/3% the request of the then aggregate Required Term Lenders shall, declare the unpaid principal amount of the Advances owing by such BorrowerTerm Loan, provided, that if such Event of Default is an Event of Default pursuant to subsection (f) of Section 8.01, then (A) the obligation of each Lender to make Advances to such Borrower shall automatically be terminated and (B) the Advances made to such Borrower, all such interest and all such amounts shall automatically become interest accrued and unpaid thereon, and any other Obligations related to the foregoing, to be immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Loan Parties; and (iii) the Agent may, or, at the request of the Required Lenders shall: (A) require that the Loan Parties Cash Collateralize the L/C Obligations; and (B) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the 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, however, that upon the occurrence of any Event of Default with respect to any Loan Party or any Subsidiary thereof under Section 8.01(h) or (i), the obligation of each BorrowerLender to make Loans and any obligation of the L/C 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 the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Agent or any Lender. (b) Notwithstanding anything to the contrary contained in Section 8.03(a)(iii)(B), the Agent shall demand payment of the Obligations and shall take any or all of the actions set forth in Section 8.03(a)(iii)(B) and commence and pursue such other Enforcement Actions as the Agent is directed by the Required Term Lenders (x) with respect to Events of Default described in Sections 8.01(b) with respect to the Term Loan and Section 8.01(h), within five (5) days after the date of the receipt by the Agent of written notice executed and delivered by the Required Term Lenders or by the Term Loan Agent on behalf of Required Term Lenders requesting that Agent commence Enforcement Actions and (y) otherwise, within sixty (60) days after the date of the receipt by the Agent of written notice executed and delivered by the Required Term Lenders or by the Term Loan Agent on behalf of Required Term Lenders requesting that Agent commence Enforcement Actions (in either case, the “Term Loan Action Notice”); provided, that in each case (1) the Agent shall not have commenced such Enforcement Action or the Required Lenders shall not have instructed the Agent to commence an Enforcement Action in accordance with Section 8.03(a)(iii)(B) prior to the expiration of such five (5) or sixty (60) day period, as applicable, (2) such Event of Default has not been waived by the Applicable Lenders prior to the Agent’s receipt of the Term Loan Action Notice, (3) such Event of Default has not been waived or such Term Loan Action Notice has not been rescinded, in each case by the Required Lenders after the Agent’s receipt of the Term Loan Action Notice, (4) in the good faith determination of the Agent, taking an Enforcement Action is permitted under the terms of the Loan Documents and applicable law, (5) taking an Enforcement Action shall not result in any liability of the Agent, the Term Loan Agent or the Lenders to any Loan Party or any other person, (6) the Agent shall be entitled to all of the benefits of Sections 9.03, 9.04 and 9.14 hereof, and (7) the Agent shall not be required to take an Enforcement Action so long as, within the period provided above, the Agent shall, at its option, either (a) appoint the Term Loan Agent, as an agent of the Agent for purposes of exercising the rights of the Agent to take an Enforcement Action, subject to the terms hereof or (b) resign as Agent, and the Term Loan Agent shall automatically be deemed to be the successor Agent hereunder and under the other Loan Documents for purposes hereof or thereof, except with respect to the provisions of Article II hereof and in connection with all matters relating to the determination of the Revolving Borrowing Base and each of its components (including Eligible Credit Card Receivables, Eligible Trade Receivables, Eligible In-Transit Inventory, Eligible Inventory, Reserves and receiving reports in respect of Collateral and conducting field examinations and appraisals with respect to the Collateral and similar matters), which shall be taken at the direction of the Required Revolving Lenders until a new Agent is appointed at the direction of the Required Revolving Lenders. 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 Events of Default. Upon the occurrence and during the continuance of any Event of Default with respect to a Borrower, the Administrative Agent shall at the request, or may with the consent, of the Lenders entitled to make such request, upon notice to such Borrower (i) declare the obligation of each Lender to make Advances to such Borrower to be terminated, whereupon such obligation of each Lender shall forthwith terminate, provided, that any such request or consent pursuant to this clause (i) shall be made solely by Lenders having Percentages in the aggregate of not less 66-2/3%; and (ii) declare the Advances made to such Borrower, all interest thereon and all other amounts payable by such Borrower under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon such Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each Borrower, provided, that any such request or consent pursuant to this clause (ii) shall be made solely by the Lenders holding at least 66-2/3% of the then aggregate unpaid principal amount of the Advances owing by such Borrower, and (iii) instruct the Collateral Agent to exercise in respect of any and all Collateral, in addition to the other rights and remedies provided for herein and in the other Loan Documents or otherwise available to the Administrative Agent, the Collateral Agent or the Lenders, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of New York and in effect in any other jurisdiction in which Collateral is located at that time, provided, that any such request or consent pursuant to this clause (iii) shall be made solely by the Lenders holding at least 66-2/3% of the then aggregate unpaid principal amount of the Advances owing by such Borrower; and provided further, however, that if such Event of Default is an Event of Default pursuant to subsection (f) of Section 8.01, then (A) the obligation of each Lender to make Advances to such Borrower shall automatically be terminated and (B) the Advances made to such Borrower, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each Borrower.

Remedies Upon Events of Default. Upon the occurrence and during the continuance of If any Event of Default with respect to a Borroweroccurs and is continuing: (a) the Agent may, the Administrative Agent shall or, at the request, or may with the consent, request of the Required Lenders entitled to make such requestshall, upon notice to such Borrower (iA) declare the obligation Revolving Commitments of each Revolving Lender to make Advances Committed Revolving Loans and any obligation of the L/C Issuer to such Borrower make L/C Credit Extensions to be terminated, whereupon such Revolving Commitments and obligation of each Lender shall forthwith terminate, provided, that any such request or consent pursuant to this clause (i) shall be made solely by Lenders having Percentages in the aggregate of not less 66-2/3%; terminated, and (iiB) declare the Advances made to such Borrowerunpaid principal amount of all outstanding Committed Revolving Loans, and all interest thereon accrued and all unpaid thereon, and any other amounts payable by such Borrower under this Agreement and Obligations related to the other Loan Documents foregoing, to be forthwith due and payable, whereupon such Advances, all such interest and all such amounts shall become and be forthwith immediately due and payable, without presentment, demand, protest or further other notice of any kind, all of which are hereby expressly waived by each Borrowerthe Loan Parties; and (b) the Agent may, providedor, at the request of the Required Lenders shall: (i) require that any such request or consent pursuant to this clause the Loan Parties Cash Collateralize the L/C Obligations; and (ii) shall be made solely by whether or not the Lenders holding at least 66-2/3% maturity of the then aggregate unpaid principal amount Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Advances owing 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 Borroweramount 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, however, that if such upon the occurrence of any Event of Default is an Event of Default pursuant with respect to subsection (f) of any Loan Party or any Subsidiary thereof under Section 8.018.01(i), then (A) the obligation of each Lender to make Advances Loans and any obligation of the L/C Issuer to such Borrower make L/C Credit Extensions shall automatically be terminated terminate, the unpaid principal amount of all outstanding Loans and (B) the Advances made to such Borrower, all such interest and all such other amounts as aforesaid shall automatically become and be due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without presentment, demand, protest further act of the Agent or any notice Lender. No remedy herein is intended to be exclusive of any kind, all 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 which are hereby expressly waived by each BorrowerLaw.

Remedies Upon Events of Default. Upon the occurrence and during the continuance of (a) If any Event of Default with respect to a Borrowershall have occurred and be continuing, the Administrative Agent shall may, and at the request, or may with the consent, written request of the Required Lenders entitled to make such requestshall, upon notice to such Borrower with or without notice, (i) declare all or any portion of the obligation Obligations, including all or any portion of each Lender to make Advances to such Borrower to be terminatedthe Loan, whereupon such obligation of each Lender shall forthwith terminate, provided, that any such request or consent pursuant to this clause (i) shall be made solely by Lenders having Percentages in the aggregate of not less 66-2/3%; and (ii) declare the Advances made to such Borrower, all interest thereon and all other amounts payable by such Borrower under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon such Advancespayable (together with any applicable premium to the extent required to be paid under Section 2.05(e) and LIBO Rate funding breakage costs as required under the terms of this Agreement), all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrower and each Borrower, provided, that any such request or consent pursuant to this clause other Loan Party; and (ii) shall be made solely by exercise any rights and remedies provided to Agent under any Loan Document and/or pursuant to any applicable Laws or in equity, including all remedies provided under the Lenders holding at least 66-2/3% UC; provided, however, that upon the occurrence of an Event of Default specified in Section 9.01(h) or Section 7.01(h), all of the then aggregate unpaid principal amount Obligations shall become immediately due and payable without declaration, notice or demand by any Person. Subject to any express cure rights provided for in Section 9.02, once an Event of the Advances owing by such BorrowerDefault occurs, provided, that if such Event of Default shall remain in existence and be continuing unless waived in writing by the applicable Lenders in accordance with Section 11.01. No remedy herein is an Event intended to be exclusive of Default 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. (b) Each Loan Party and each Lender hereby irrevocable authorizes Agent, based upon the written instruction of the Required Lenders, to bid and purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral at any sale thereof conducted (i) by Agent under the provisions of the UCC, including pursuant to subsection Sections 9-610 or 9-620 of the UCC, (fii) under the provisions of Section 8.01the Bankruptcy Code of the United States, then including Sections 363, 365 and/or 1129 thereof, or (Aiii) the obligation of each Lender to make Advances to such Borrower shall automatically be terminated conducted by Agent (whether by judicial action or otherwise, including a foreclosure sale) in accordance with applicable Law (clauses (i), (ii) and (B) iii), a “Collateral Sale”); and in connection with any Collateral Sale, Agent my accept non-cash consideration, including debt and equity securities issued by such acquisition vehicle under the Advances made to such Borrower, direction or control of Agent and Agent may offset all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice portion of any kind, all the Obligations against the purchase price of which are hereby expressly waived by each Borrowersuch Collateral.

Remedies Upon Events of Default. Upon the occurrence and during the continuance of any Event of Default with respect to a BorrowerDefault, the Administrative Agent shall at the request, or may with the consent, of the Lenders entitled to make such request, upon notice to such the Borrower (i) declare the obligation of each Lender to make Advances to such Borrower the Borrower, and the obligation of the Fronting Bank to issue Letters of Credit, to be terminated, whereupon such obligation obligations of each Lender the Lenders and the Fronting Bank shall forthwith terminate, provided, that any such request or consent pursuant to this clause (i) shall be made solely by Lenders having Percentages in the aggregate of not less 66-66- 2/3%; and (ii) declare the Advances made to such BorrowerAdvances, all interest thereon thereon, an amount equal to the aggregate Stated Amount of all issued but undrawn Letters of Credit and all other amounts payable by such the Borrower under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon such Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each the Borrower, provided, that any such request or consent pursuant to this clause (ii) shall be made solely by the Lenders holding at least 66-2/3% of the then aggregate unpaid principal amount Outstanding Credits; and (iii) instruct the Fronting Bank to (whereupon the Fronting Bank shall) furnish to each Beneficiary written notice of its intention to terminate such Letter of Credit pursuant to the terms thereof, provided, that any such request or consent pursuant to this clause (iii) shall be made solely by the Lenders holding Percentages in the aggregate of not less that 66-2/3% or, if the Commitments shall then have been terminated, Lenders holding at least 66- 2/3% of the Advances owing by such Borrowerthen aggregate Outstanding Credits; provided, providedhowever, that if such Event of Default is an Event of Default pursuant to subsection (f) of Section 8.01, then (A) the obligation of each Lender to make Advances to such Borrower the Borrower, and the obligation of the Fronting Bank to issue Letters of Credit, shall automatically be terminated and (B) the Advances made to such BorrowerAdvances, all such interest thereon, an amount equal to the aggregate Stated Amount of all issued but undrawn Letters of Credit and all such other amounts payable by the Borrower under this Agreement and the other Loan Documents shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each the Borrower.

Remedies Upon Events of Default. Upon the occurrence and during the continuance of any Event of Default with respect to a Borrower (or, with respect to any Borrower, an Event of Default under subsection(h) or (j) of Section 8.01), then, and in any such event, the Administrative Agent shall at the request, or may with the consent, of the Lenders entitled to make such request, upon notice to such Borrower (i) declare i)declare the obligation of each Lender to make Advances to such Borrower to be terminated, whereupon such obligation of each Lender shall forthwith terminate, provided, that any such request or consent pursuant to this clause (i) shall be made solely by Lenders having Percentages in the aggregate of not less 66-2/3%; and (ii) declare ii)declare the Advances made to Notes of such Borrower, all interest thereon and all other amounts payable by such Borrower under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon such AdvancesNotes, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each Borrower, provided, that any such request or consent pursuant to this clause (ii) shall be made solely by the Lenders holding at least 66-2/3% of the then aggregate unpaid principal amount of the Advances owing by to such Borrower; and provided further, providedhowever, that if such Event in the event of Default is an Event actual or deemed entry of Default pursuant an order for relief with respect to subsection (f) of Section 8.01a Borrower under the Federal Bankruptcy Code, then (A) the obligation of each Lender to make Advances to such Borrower shall automatically be terminated and (B) the Advances made to B)the Notes of such Borrower, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each Borrower.

Remedies Upon Events of Default. Upon the occurrence and during the continuance of any Event of Default with respect to a Borrower, then, and in any such event, the Administrative Agent shall at the request, or may with the consent, of the Lenders entitled to make such request, upon notice to such Borrower (i) declare i)declare the obligation of each Lender to make Advances to such Borrower to be terminated, whereupon such obligation of each Lender shall forthwith terminate, providedPROVIDED, that any such request or consent pursuant to this clause (i) shall be made solely by Lenders having Percentages in the aggregate of not less 66-2/3%; and (ii) declare ii)declare the Advances made to Notes of such Borrower, all interest thereon and all other amounts payable by such Borrower under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon such AdvancesNotes, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each Borrower, providedPROVIDED, that any such request or consent pursuant to this clause (ii) shall be made solely by the Lenders holding at least 66-2/3% of the then aggregate unpaid principal amount of the Advances owing by to such Borrower; AND PROVIDED FURTHER, providedHOWEVER, that if such Event in the event of Default is an Event actual or deemed entry of Default pursuant an order for relief with respect to subsection (f) of Section 8.01a Borrower under the Federal Bankruptcy Code, then (A) the obligation of each Lender to make Advances to such Borrower shall automatically be terminated and (B) the Advances made to B)the Notes of such Borrower, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each Borrower.

Remedies Upon Events of Default. Upon the occurrence and during the continuance of any Event of Default with respect to a Borrower, the Administrative Agent shall at the request, or may with the consent, of the Lenders entitled to make such request, upon notice to such Borrower (i) declare the obligation of each Lender to make Advances to such Borrower to be terminated, whereupon such obligation of each Lender shall forthwith terminate, provided, that any such request or consent pursuant to this clause (i) shall be made solely by Lenders having Percentages in the aggregate of not less 66-2/3%; and (ii) declare the Advances made to Notes of such Borrower, all interest thereon and all other amounts payable by such Borrower under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon such AdvancesNotes, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each Borrower, provided, that any such request or consent pursuant to this clause (ii) shall be made solely by the Lenders holding at least 66-2/3% of the then aggregate unpaid principal amount of the Advances owing by such Borrower, and (iii) instruct the Collateral Agent to exercise in respect of any and all Collateral, in addition to the other rights and remedies provided for herein and in the other Loan Documents or otherwise available to the Administrative Agent, the Collateral Agent or the Lenders, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of New York and in effect in any other jurisdiction in which Collateral is located at that time, provided, that any such request or consent pursuant to this clause (iii) shall be made solely by the Lenders holding at least 66-2/3% of the then aggregate unpaid principal amount of the Advances owing by such Borrower; and provided further, however, that if such Event of Default is an Event of Default pursuant to subsection (f) of Section 8.01, then (A) the obligation of each Lender to make Advances to such Borrower shall automatically be terminated and (B) the Advances made to Notes of such Borrower, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each Borrower.

Remedies Upon Events of Default. Upon the occurrence and during the continuance of any Event of Default with respect to a BorrowerDefault, the Administrative Agent shall at the request, or may with the consent, of the Lenders entitled to make such request, upon notice to such the Borrower (i) declare the obligation of each Lender to make Advances to such Borrower the Borrower, and the obligation of the Fronting Bank to issue Letters of Credit, to be terminated, whereupon such obligation obligations of each Lender the Lenders and the Fronting Bank shall forthwith terminate, provided, that any such request or consent pursuant to this clause (i) shall be made solely by Lenders having Percentages in the aggregate of not less 66-2/3%; and (ii) declare the Advances made to such BorrowerAdvances, all interest thereon thereon, an amount equal to the aggregate Stated Amount of all issued but undrawn Letters of Credit and all other amounts payable by such the Borrower under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon such Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each the Borrower, provided, that any such request or consent pursuant to this clause (ii) shall be made solely by the Lenders holding at least 66-2/3% of the then aggregate unpaid principal amount Outstanding Credits; and (iii) instruct the Fronting Bank to (whereupon the Fronting Bank shall) furnish to each Beneficiary written notice of its intention to terminate such Letter of Credit pursuant to the terms thereof, provided, that any such request or consent pursuant to this clause (iii) shall be made solely by the Lenders holding Percentages in the aggregate of not less that 66-2/3% or, if the Commitments shall then have been terminated, Lenders holding at least 66-2/3% of the Advances owing by such Borrowerthen aggregate Outstanding Credits; provided, providedhowever, that if such Event of Default is an Event of Default pursuant to subsection (f) of Section 8.01, then (A) the obligation of each Lender to make Advances to such Borrower the Borrower, and the obligation of the Fronting Bank to issue Letters of Credit, shall automatically be terminated and (B) the Advances made to such BorrowerAdvances, all such interest thereon, an amount equal to the aggregate Stated Amount of all issued but undrawn Letters of Credit and all such other amounts payable by the Borrower under this Agreement and the other Loan Documents shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each the Borrower.. ARTICLEIX THE ADMINISTRATIVE AGENT AND THE FRONTING BANK

Remedies Upon Events of Default. Upon the occurrence and during the continuance of any Event of Default with respect to a BorrowerDefault, the Administrative Agent shall at the request, or may with the consent, of the Lenders entitled to make such request, upon notice to such the Borrower (i) declare the obligation of each Lender to make Advances to such Borrower the Borrower, and the obligation of each Fronting Bank to issue Letters of Credit, to be terminated, whereupon such obligation obligations of each Lender the Lenders and the Fronting Banks shall forthwith terminate, provided, that any such request or consent pursuant to this clause (i) shall be made solely by Lenders having Percentages in the aggregate of not less 66-2/3in excess of 50%; and , (ii) declare the Advances made to such BorrowerAdvances, all interest thereon and all other amounts payable by such the Borrower under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon such Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each the Borrower, and (iii) demand the Borrower to, and forthwith upon such demand the Borrower will, deposit in the Cash Collateral Account in same day funds an amount equal to the aggregate LC Outstandings on such date, provided, that any such request or consent demand pursuant to this clause (ii) or clause (iii) shall be made solely by the Lenders holding at least 66-2/3in excess of 50% of the then aggregate unpaid principal amount of the Advances owing by such BorrowerOutstanding Credits; provided, providedhowever, that if such Event of Default is an Event of Default pursuant to subsection (f) of Section 8.018.01(f), then (A) the obligation of each Lender to make Advances to such Borrower the Borrower, and the obligation of each Fronting Bank to issue Letters of Credit, shall automatically be terminated and terminated, (B) the Advances made to such Borrower, all such interest and all such interest thereon and all other amounts payable by the Borrower under this Agreement and the other Loan Documents shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each the Borrower, and (C) the Borrower shall automatically and without any demand by the Administrative Agent deposit funds in the Cash Collateral Account in the manner and amount described in clause (iii) above.

Remedies Upon Events of Default. Upon the occurrence and during the continuance of any Event of Default with respect to a BorrowerDefault, the Administrative Agent shall at the request, or may with the consent, of the Lenders entitled to make such request, upon notice to such the Borrower (i) declare the obligation of each Lender to make Advances to such the Borrower to be terminated, whereupon such obligation of each Lender the Lenders shall forthwith terminate, provided, that any such request or consent pursuant to this clause (i) shall be made solely by Lenders having Percentages in the aggregate of not less 66-2/3in excess of 50%; , and (ii) declare the Advances made to such BorrowerAdvances, all interest thereon and all other amounts payable by such the Borrower under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon such Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each the Borrower, provided, that any such request or consent demand pursuant to this clause (ii) shall be made solely by the Lenders holding at least 66-2/3in excess of 50% of the then aggregate unpaid principal amount of the Advances owing by such Borroweroutstanding Advances; provided, providedhowever, that if such Event of Default is an Event of Default pursuant to subsection (f) of Section 8.018.01(f), then (A) the obligation of each Lender to make Advances to such the Borrower shall automatically be terminated terminated, and (B) the Advances made to such Borrower, all such interest and all such interest thereon and all other amounts payable by the Borrower under this Agreement and the other Loan Documents shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each the Borrower.

Remedies Upon Events of Default. Upon the occurrence and during the continuance of any Event of Default with respect to a BorrowerDefault, the Administrative Agent shall at the request, or may with the consent, of the Lenders entitled to make such request, upon notice to such the Borrower (i) declare the obligation of each Lender to make Advances to such Borrower the Borrower, and the obligation of the Fronting Bank to issue Letters of Credit, to be terminated, whereupon such obligation obligations of each Lender the Lenders and the Fronting Bank shall forthwith terminate, provided, that any such request or consent pursuant to this clause (i) shall be made solely by Lenders having Percentages in the aggregate of not less 66-66- 2/3%; and (ii) declare the Advances made to such Notes of the Borrower, all interest thereon thereon, an amount equal to the aggregate Stated Amount of all issued but undrawn Letters of Credit and all other amounts payable by such the Borrower under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon such AdvancesNotes, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each the Borrower, provided, that any such request or consent pursuant to this clause (ii) shall be made solely by the Lenders holding at least 66-2/3% of the then aggregate unpaid principal amount Outstanding Credits; and (iii) instruct the Fronting Bank to (whereupon the Fronting Bank shall) furnish to each Beneficiary written notice of its intention to terminate such Letter of Credit pursuant to the terms thereof, provided, that any such request or consent pursuant to this clause (iii) shall be made solely by the Lenders holding Percentages in the aggregate of not less that 66-2/3% or, if the Commitments shall then have been terminated, Lenders holding at least 66-2/3% of the Advances owing by such Borrowerthen aggregate Outstanding Credits; provided, providedhowever, that if such Event of Default is an Event of Default pursuant to subsection (f) of Section 8.01, then (A) the obligation of each Lender to make Advances to such Borrower the Borrower, and the obligation of the Fronting Bank to issue Letters of Credit, shall automatically be terminated and (B) the Advances made to such Notes of the Borrower, all such interest thereon, an amount equal to the aggregate Stated Amount of all issued but undrawn Letters of Credit and all such other amounts payable by the Borrower under this Agreement and the other Loan Documents shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each the Borrower.

Remedies Upon Events of Default. Upon the occurrence and during the continuance of any Event of Default with respect to a BorrowerDefault, then, and in any such event, the Administrative Agent shall at the request, or may with the consent, of the Lenders entitled to make such request, upon notice to such the Borrower (i) declare the obligation of each Lender to make Advances to such the Borrower to be terminated, whereupon such obligation of each Lender shall forthwith terminate, provided, provided that any such request or consent pursuant to this clause (i) shall be made solely by Lenders having Percentages in the aggregate of not less than 66-2/3%; and (ii) declare the Advances made to such BorrowerNotes, all interest thereon and all other amounts payable by such the Borrower under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon such Advancesthe Notes, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each the Borrower; and provided further, providedhowever, that any such request in the event of an actual or consent pursuant deemed entry of an order for relief with respect to this clause (ii) shall be made solely by the Lenders holding at least 66-2/3% of Borrower under the then aggregate unpaid principal amount of the Advances owing by such BorrowerFederal Bankruptcy Code, provided, that if such Event of Default is an Event of Default pursuant to subsection (f) of Section 8.01, then (A) the obligation of each Lender to make Advances to such the Borrower shall automatically be terminated and (B) the Advances made to such BorrowerNotes, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each the Borrower.

Remedies Upon Events of Default. Upon the occurrence and during the continuance of any Event of Default with respect to a BorrowerDefault, the Administrative Agent shall at the request, or may with the consent, of the Lenders entitled to make such request, upon notice to such the Borrower (i) declare the obligation of each Lender to make Advances to such Borrower the Borrower, and the obligation of the Fronting Bank to issue Letters of Credit, to be terminated, whereupon such obligation obligations of each Lender the Lenders and the Fronting Bank shall forthwith terminate, provided, that any such request or consent pursuant to this clause (i) shall be made solely by Lenders having Percentages in the aggregate of not less 66-2/3%; in excess of 50% and (ii) declare the Advances made to such BorrowerAdvances, all interest thereon thereon, an amount equal to the aggregate Stated Amount of all issued but undrawn Letters of Credit and all other amounts payable by such the Borrower under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon such Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each the Borrower, provided, that any such request or consent pursuant to this clause (ii) shall be made solely by the Lenders holding at least 66-2/3in excess of 50% of the then aggregate unpaid principal amount of the Advances owing by such BorrowerOutstanding Credits; provided, providedhowever, that if such Event of Default is an Event of Default pursuant to subsection (f) of Section 8.018.01(f), then (A) the obligation of each Lender to make Advances to such Borrower the Borrower, and the obligation of the Fronting Bank to issue Letters of Credit, shall automatically be terminated and (B) the Advances made to such BorrowerAdvances, all such interest thereon, an amount equal to the aggregate Stated Amount of all issued but undrawn Letters of Credit and all such other amounts payable by the Borrower under this Agreement and the other Loan Documents shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each the Borrower.

Remedies Upon Events of Default. Upon the occurrence and during the continuance of any Event of Default with respect to a Borrowerthen, and in any such event, the Administrative Agent shall at the request, or may with the consent, of the Lenders entitled to make such request, upon notice to such the Borrower (ia) declare the obligation of each Lender to make Advances Advances, or to such issue Letters of Credit, to the Borrower to be terminated, whereupon such obligation of each Lender shall forthwith terminate, provided, that any such request or consent pursuant to this clause (i) shall be made solely by Lenders having Percentages in the aggregate of not less than 66-2/3%; and (iib) declare the Advances made to such Notes of the Borrower, all interest thereon and all other amounts payable by such the Borrower under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon such AdvancesNotes, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each Borrower, provided, that any such request or consent pursuant to this clause (ii) shall be made solely by the Lenders holding having Percentages in the aggregate of at least 66-2/3% of the then aggregate unpaid principal amount of the Advances owing by to such Borrower; and provided further, providedhowever, that if such Event in the event of Default is an Event actual or deemed entry of Default pursuant an order for relief with respect to subsection (f) of Section 8.01the Borrower under the Federal Bankruptcy Code, then (A) the obligation of each Lender to make Advances Advances, or to such issue Letters of Credit to the Borrower shall automatically be terminated and (B) the Advances made to Notes of such Borrower, all such interest and all such amounts shall automatically become and be due and 77 payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each Borrower.

Remedies Upon Events of Default. Upon Subject to the Intercreditor Agreement, upon the occurrence and during the continuance of any Event of Default with respect to a BorrowerDefault, then, and in any such event, the Administrative Agent shall at the request, or may with the consent, of the Lenders entitled to make such requestMajority Lenders, upon notice to such the Borrower (i) declare the Commitments and the obligation of each Lender to make Advances to such Borrower to be terminated, whereupon such obligation of each Lender shall forthwith terminate, provided, that any such request or consent pursuant to this clause (i) shall be made solely by the Lenders having Percentages in the aggregate of not less 66-2/32/3 %; and , whereupon the same shall forthwith terminate, (ii) declare the Advances made to such BorrowerNotes, all interest thereon and all other amounts payable by such Borrower under this Agreement and the other Loan applicable Security Documents to be forthwith due and payable, provided, that any such request or consent shall be made solely by the Lenders holding at least 66-2/3 % of the then aggregate unpaid principal amount of the Advances owing to the Lenders, whereupon such Advancesthe Notes, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each the Borrower, and (iii) exercise in respect of any and all collateral, in addition to the other rights and remedies provided for herein and in the Security Documents or otherwise available to the Administrative Agent, the Collateral Agent or the Lenders, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of New York and in effect in any other jurisdiction in which Collateral is located at that time; provided, that any such request or consent pursuant to this clause (ii) shall be made solely by the Lenders holding at least 66-2/3% of the then aggregate unpaid principal amount of the Advances owing by such Borrower, providedhowever, that if such Event in the event of Default is an Event actual or deemed entry of Default pursuant an order for relief with respect to subsection (f) of Section 8.01the Borrower under the Federal Bankruptcy Code, then (A) the Commitments and the obligation of each Lender to make Advances to such Borrower shall automatically be terminated and (B) the Advances made to such BorrowerNotes, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each the Borrower.

Remedies Upon Events of Default. Upon the occurrence and during the continuance of any Event of Default with respect to a BorrowerDefault, then, and in any such event, the Administrative Agent shall at the request, or may with the consent, of the Lenders entitled to make such requestMajority Lenders, upon notice to such the Borrower (i) declare the Commitments and the obligation of each Lender to make Advances to such Borrower to be terminated, whereupon such obligation of each Lender shall forthwith terminate, provided, that any such request or consent pursuant to this clause (i) shall be made solely by the Lenders having Percentages in the aggregate of not less 66-2/3%; and , whereupon the same shall forthwith terminate, (ii) declare the Advances made to such BorrowerNotes, all interest thereon and all other amounts payable by such Borrower under this Agreement and the other Loan Security Documents to be forthwith due and payable, provided, that any such request or consent shall be made solely by the Lenders holding at least 66-2/3% of the then aggregate unpaid principal amount of the Advances owing to the Lenders, whereupon such Advancesthe Notes, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each the Borrower, and (iii) exercise in respect of any and all collateral, in addition to the other rights and remedies provided for herein and in the Security Documents or otherwise available to the Administrative Agent, the Collateral Agent or the Lenders, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of New York and in effect in any other jurisdiction in which Collateral is located at that time; provided, that any such request or consent pursuant to this clause (ii) shall be made solely by the Lenders holding at least 66-2/3% of the then aggregate unpaid principal amount of the Advances owing by such Borrower, providedhowever, that if such Event in the event of Default is an Event actual or deemed entry of Default pursuant an order for relief with respect to subsection (f) of Section 8.01the Borrower under the Federal Bankruptcy Code, then (A) the Commitments and the obligation of each Lender to make Advances to such Borrower shall automatically be terminated and (B) the Advances made to such BorrowerNotes, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each the Borrower.