Common use of Effect of Event of Default Clause in Contracts

Effect of Event of Default. (a) In the case of an Event of Default arising under Section 8.1(a)(vii), all Outstanding Notes shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then Outstanding Notes may declare all the Notes to be due and payable immediately. (b) Subject to certain limitations, Holders of a majority in aggregate principal amount of the then Outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or premium, if any. (c) Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Notes unless: (i) such Holder has previously given the Trustee notice that an Event of Default is continuing; (ii) Holders of at least 25% in aggregate principal amount of the then Outstanding Notes have requested the Trustee to pursue the remedy; (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense; (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and (v) Holders of a majority in aggregate principal amount of the then Outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. (d) The Holders of a majority in aggregate principal amount of the then Outstanding Notes of a series by notice to the Trustee may, on behalf of the Holders of all of the Notes of such series, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes of such series.

Effect of Event of Default. (a) In the case of an Event of Default arising under Section 8.1(a)(vii), all Outstanding Notes shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then Outstanding Notes Pari Passu Notes, by notice to the Company, may declare all the Notes of any affected series to be due and payable immediately. (b) Subject to certain limitationslimitations and to the Intercreditor Agreements, Holders of a majority in aggregate principal amount of the then Outstanding Pari Passu Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of Pari Passu Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or premium, if any. (c) Subject to the provisions of the this Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the this Indenture at the request or direction of any Holders of Pari Passu Notes unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest or Additional Interest, if any, when due, no Holder of Notes of a series may pursue any remedy with respect to the this Indenture or the Notes unless: (i) such Holder has previously given the Trustee notice that an Event of Default is continuing; (ii) Holders of at least 25% in aggregate principal amount of the then Outstanding Pari Passu Notes have requested the Trustee to pursue the remedy; (iii) such Holders of Pari Passu Notes have offered the Trustee reasonable security or indemnity against any loss, liability or expense; (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and (v) Holders of a majority in aggregate principal amount of the then Outstanding Pari Passu Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. (d) The Holders of a majority in aggregate principal amount of the then Outstanding Pari Passu Notes of a series by notice to the Trustee may, on behalf of the Holders of all of the Notes of such seriesNotes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest interest, including Additional Interest, if any, or premium, if any, on, or the principal of, the Notes of such seriesNotes.

Effect of Event of Default. (a) In A. Upon the case occurrence of an Event of Default arising as set forth in paragraph A or paragraph E of Section 1, outstanding principals of the Loan, accrued interest thereon, incurred costs and any and all Secured Obligations shall be immediately accelerated, and even without any demand for performance from the Facility Agent or the Lenders, shall become automatically due and payable. B. Upon the occurrence of any Event of Default other than the one set forth in paragraph A or paragraph E of Section 1, the Facility Agent may (i) if the Loan are not drawn down in whole or in part, notify the Borrower that the Lenders’ obligation to advance the Loan under Section 8.1(a)(viithis Agreement is discharged (if the Majority Lenders request, such notice shall be given), all Outstanding Notes shall or (ii) if the Loan is drawn down even in part, send a notice to the Borrower to declare that the outstanding principals of the Loan, accrued interest thereon, incurred costs and any other sum of the Secured Obligations become due and payable immediately without further action or (if the Majority Lenders request, such notice shall be given), in which case upon such notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then Outstanding Notes may declare all the Notes such obligations shall be deemed to be due and payable immediatelywithout a separate action of the Facility Agent or the Lenders including request or demand for performance. (b) Subject to certain limitations, Holders C. Upon occurrence of a majority in aggregate principal amount of the then Outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or premium, if any. (c) Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuingDefault, the Trustee shall Facility Agent may exercise rights of the Lenders and the Facility Agent or take actions as granted by the applicable Laws or as set forth in the Financing Documents, and if the Majority Lenders request, such rights or actions must be under no exercised or taken. D. If the Borrower’s obligation to exercise any pay the Loan is accelerated and becomes due and payable, the Facility Agent may on behalf of the Lenders exercise the Lenders’ rights or powers under the Indenture at Financing Documents and the request or direction applicable Laws. E. Even when the Borrower’s Secured Obligations are accelerated, the Facility Agent may upon unanimous consent of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no Holder may pursue any remedy Lenders waive acceleration with respect to the Indenture Secured Obligations in whole or the Notes unless: (i) such Holder has previously given the Trustee notice that in part by expression of an Event of Default is continuing; (ii) Holders of at least 25% in aggregate principal amount of the then Outstanding Notes have requested the Trustee to pursue the remedy; (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense; (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and (v) Holders of a majority in aggregate principal amount of the then Outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. (d) The Holders of a majority in aggregate principal amount of the then Outstanding Notes of a series by notice explicit intent to the Trustee may, on behalf of the Holders of all of the Notes of such series, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes of such seriesBorrower.

Effect of Event of Default. (a) In the case of an If any Event of Default arising under Section 8.1(a)(vii)described in SECTION 12.1(D) shall occur, the Commitments (if they have not theretofore terminated) shall immediately terminate and the Notes and all Outstanding Notes other Obligations shall become immediately due and payable and the Borrowers shall become immediately obligated to deliver to the Administrative Agent cash collateral in an amount equal to 105% of the outstanding face amount of all Letters of Credit, all without further action presentment, demand, protest or notice. If notice of any kind; and, if any other Event of Default occurs shall occur and is be continuing, the Trustee or the Holders of at least 25% in aggregate principal amount Administrative Agent (upon written request of the then Outstanding Notes may Required Lenders) shall declare the Commitments (if they have not theretofore terminated) to be terminated or declare all the Notes and all other Obligations to be due and payable immediately. (b) Subject or demand that the Borrowers immediately deliver to certain limitations, Holders the Administrative Agent cash collateral in an amount equal to 105% of a majority in aggregate principal the outstanding face amount of all Letters of Credit, whereupon the then Outstanding Commitments (if they have not theretofore terminated) shall immediately terminate or all Notes may direct and all other Obligations shall become immediately due and payable and the Trustee Borrowers shall immediately become obligated to deliver to the Administrative Agent cash collateral in its exercise an amount equal to 105% of any trust the face amount of all Letters of Credit, all without presentment, demand, protest or power. The Trustee may withhold from Holders notice of any continuing Default or Event kind. The Administrative Agent shall promptly advise the Parent of Default if it determines that withholding notice is in their interestany such declaration, except a Default or Event but failure to do so shall not impair the effect of Default relating to such declaration. Notwithstanding the payment of principalforegoing, interest or premium, if any. (c) Subject to the provisions of the Indenture relating to the duties of the Trustee, in case effect as an Event of Default occurs and is continuing, of any event described in SECTION 12.1(A) or SECTION 12.1(D) may be waived by the Trustee shall be under no obligation to exercise any written concurrence of all of the rights or powers under Lenders, and the Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Notes unless: (i) such Holder has previously given the Trustee notice that effect as an Event of Default is continuing; (ii) Holders of at least 25% any other event described in aggregate principal amount this SECTION 12 may be waived by the written concurrence of the then Outstanding Notes have requested the Trustee to pursue the remedy; (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense; (iv) the Trustee has not complied with such request within 60 days after the receipt of the request Required Lenders. Any cash collateral delivered under this Agreement and the offer other Loan Documents shall be held by the Administrative Agent (without liability for interest thereon) and applied to obligations arising in connection with any drawing under a Letter of security Credit. After the expiration or indemnity; and (v) Holders termination of a majority in aggregate principal amount all Letters of Credit, such cash collateral shall be applied by the then Outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. (d) The Holders of a majority in aggregate principal amount of the then Outstanding Notes of a series by notice Administrative Agent to any remaining obligations hereunder and any excess shall be delivered to the Trustee may, on behalf Borrowers or as a court of the Holders of all of the Notes of such series, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes of such seriescompetent jurisdiction may elect.

Effect of Event of Default. (a) In If any Event of Default shall occur and be continuing, then Lender may, following the case last date of any applicable cure period in respect of such Event of Default, by notice to Borrower declare all or any part of the Obligations to be forthwith due and payable without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrower, provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to Borrower under any Bankruptcy Code, the result which would otherwise occur only upon giving of notice by Lender to Borrower as specified in this clause shall occur automatically, without the giving of any such notice. (b) During the continuance of an Event of Default arising under and following acceleration of the Obligations pursuant to Section 8.1(a)(vii7.2(a), Lender, in addition to any other rights and remedies contained in the Loan Documents, shall have all Outstanding Notes of the rights and remedies of a secured party under Applicable Law, all of which rights and remedies shall become be cumulative and nonexclusive to the extent permitted by Applicable Law. Lender may cause the Collateral to remain on Borrower’s premises, at Borrower’s expense, pending sale or other disposition thereof. Lender shall have the right to conduct such sales on Borrower’s premises or elsewhere, at Borrower’s expense, on such occasion(s) as Lender may see fit, and Borrower, at Lender’s request, will, at Borrower’s expense, assemble the SWVP-018561 - 53 - 79351-0004/LEGAL23242297.11 Collateral and make it available to Lender at such place(s) as Lender may reasonably designate from time to time. Any sale, lease or other disposition by Lender of the Collateral, or any part thereof, may be for cash or other value. Borrower shall execute and deliver, or cause to be executed and delivered, such instruments, documents, assignments, deeds, waivers, certificates and affidavits and take such further action as Lender shall reasonably require in connection with such sale, and Borrower hereby constitutes Lender as its attorney-in-fact to execute any such instrument, document, assignment, deed, waiver, certificate or affidavit on behalf of Borrower and in its name. At any sale of the Collateral, the Collateral to be sold may be sold in one lot as an entirety or in separate lots as Lender may determine. Lender shall not be obligated to make any sale of any Collateral if it determines not to do so, regardless of the fact that notice of sale was given. Lender may, without notice or publication, adjourn any public or private sale or cause the sale to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which it was so adjourned. In case any sale of Collateral is made on credit or for future delivery, the Collateral so sold may be retained by Lender until the sale price is paid, but Lender shall not incur any liability if any purchaser fails to pay for any Collateral so sold and, in case of any such failure, such Collateral may be sold again. At any public sale, Lender (i) may bid for or purchase the Collateral offered for sale, free (to the extent permitted by law) from any rights of redemption, stay or appraisal on the part of Borrower with respect to the Collateral, (ii) make payment on account thereof by using any claim then due and payable immediately to Lender from Borrower as a credit against the purchase price, and (iii) upon compliance with the terms of sale, hold, retain and dispose of such property without further action or noticeaccountability to Borrower therefor. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount Borrower acknowledges that portions of the then Outstanding Notes Collateral may declare all be difficult to preserve and dispose of and may be subject to complex maintenance and management; accordingly, Lender shall have the Notes to be due and payable immediately. (b) Subject to certain limitations, Holders of a majority widest possible latitude in aggregate principal amount of the then Outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or premium, if anyits rights and remedies hereunder. (c) Subject to Section 3.2, Lender is hereby granted a license and right to use, without charge upon the provisions occurrence and during the continuance of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuinguntil the Obligations are fully and indefeasibly paid, the Trustee shall be under no obligation to exercise any Borrower’s labels, patents, copyrights, rights of the rights or powers under the Indenture at the request or direction use of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any lossname, liability or expense. Except to enforce the right to receive payment of principaltrade secrets, premiumtrade names, if anytrademarks, service marks, advertising material, or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Notes unless: (i) such Holder has previously given the Trustee notice that an Event of Default is continuing; (ii) Holders of at least 25% in aggregate principal amount of the then Outstanding Notes have requested the Trustee to pursue the remedy; (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense; (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and (v) Holders property of a majority similar nature in aggregate principal amount completing the production, advertising for sale and sale of the then Outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day periodany Collateral. (d) The Holders of a majority in aggregate principal amount Any notice required to be given by Lender with respect to any of the then Outstanding Notes of Collateral, which notice is given pursuant to Section 8.2 and deemed received pursuant to Section 8.2 at least five Business Days before a series sale, lease, disposition or other intended action by Lender, shall constitute fair and reasonable notice to Borrower of any such action. A public sale in the Trustee may, on behalf following fashion shall be conclusively presumed to be reasonable: (i) the sale is held in a county where any part of the Holders Collateral is located or in which Borrower has a place of business; (ii) the sale is conducted by auction, but it need not be by a professional auctioneer; (iii) any Collateral is sold as is and without any preparation for sale; and (iv) Borrower is given notice of such public sale pursuant to the preceding sentence. SWVP-018562 - 54 - 79351-0004/LEGAL23242297.11 (e) Upon the occurrence and during the continuance of an Event of Default, Lender shall have, with respect to Rights to Payment, all rights and powers to: (i) direct any and all account debtors to make all payments in respect of the Rights to Payment directly to Lender or otherwise demand payment of any or all of the Notes of such series, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the Rights to Payment; (ii) enforce payment of interest any or premiumall of the Rights to Payment by legal proceedings or otherwise; (iii) exercise Borrower’s rights and remedies with respect to any actions or proceedings brought to collect any Right to Payment; (iv) sell or assign any Right to Payment upon such terms, if anyfor such amount and at such time or times as Lender deems advisable; (v) settle, onadjust, compromise, extend or renew a Right to Payment; (vi) discharge or release any Right to Payment; and (vii) prepare, file and sign Borrower’s name on any proof of claim in bankruptcy or any similar document against an account debtor, and to otherwise exercise the rights granted herein. (f) Lender shall have no obligation (i) to preserve any rights to the Collateral against any Person, (ii) to make any demand upon or pursue or exhaust any rights or remedies against Borrower or others with respect to payment of the Obligations, (iii) to pursue or exhaust any rights or remedies with respect to any of the Collateral or any other security for the Obligations, or (iv) to marshal any assets in favor of Borrower or any other Person against or in payment of any or all of the principal ofObligations. (g) Borrower shall pay to Lender, on demand and as part of the Notes Obligations, all costs and expenses, including court costs and costs of such seriessale, incurred by Lender in exercising any of its rights or remedies hereunder, and all costs and expenses incurred in connection with any review of any part of the Collateral.

Effect of Event of Default. (a) In the case of an If any Event of Default arising under Section 8.1(a)(vii), all Outstanding Notes shall become due occur and payable immediately without further action or notice. If any other Event of Default occurs and is be continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then Outstanding Notes may declare all the Notes to be due and payable immediately. (b) Subject to certain limitations, Holders of a majority in aggregate principal amount of the then Outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or premium, if any. (c) Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Notes unless: (i) such Holder upon one day’s written notice to the Company the automatic stay under Section 362 of the Bankruptcy Code shall be deemed lifted, without further order of or application to the Bankruptcy Court, to permit the Issuing Bank to do one or more of the following (A) reduce the amount of the Commitment (if it has previously given not theretofore terminated), (B) terminate this Agreement and/or (C) declare the Trustee Commitment (if it has not theretofore terminated) to be terminated, whereupon the Commitment (if it has not theretofore terminated) shall immediately terminate and/or all obligations hereunder shall become immediately due and payable, all without presentment, demand, protest or other notice that an Event of Default is continuing; any kind (all of which are hereby waived by the Company); and (ii) Holders of at least 25% in aggregate principal amount of the then Outstanding Notes have requested the Trustee to pursue the remedy; (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense; (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and (v) Holders of a majority in aggregate principal amount of the then Outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. (d) The Holders of a majority in aggregate principal amount of the then Outstanding Notes of a series by upon three Business Days’ notice to the Trustee may, on behalf Company (as well as counsel of record for any statutory committee appointed in the Chapter 11 Cases (and the Office of the Holders of all United States Trustee for the District in which the Chapter 11 Cases is pending), the automatic stay under Section 362 of the Notes Bankruptcy Code shall be deemed lifted, without further order of such seriesor application to the Bankruptcy Court, rescind an acceleration or waive to permit the Issuing Bank to (A) enforce the Liens securing the obligations hereunder, (B) exercise any existing Default or Event of Default and its consequences all remedies under this Agreement, the Financing Order and applicable law available to the Issuing Bank, including but not limited to, all rights and remedies as a secured creditor under the Indenture except a continuing Default Uniform Commercial Code or Event in equity in respect of Default the Collateral, (C) take immediate possession of the Collateral and/or (D) set-off or otherwise seize amounts in any account maintained with the payment Issuing Bank or under their control and apply such amounts to the such deficiency. The foregoing shall not be construed to limit the Issuing Bank’s discretion (to the extent provided in this Agreement) to take the actions described above at any other time. In connection with the exercise by the Issuing Bank of interest any remedy provided to it hereunder or premium, if any, on, or under the principal ofFinancing Order, the Notes of such seriesCompany agrees not the object to or otherwise challenge the Issuing Bank’s security interest under the Financing Order.

Effect of Event of Default. If any Event of Default described in Section 8.1(e) shall occur, the Commitments (aif they have not theretofore terminated) In shall immediately terminate and all Obligations hereunder shall become immediately due and payable and the Borrower shall become immediately obligated to deliver to the Administrative Agent for deposit in the LC Collateral Account pursuant to Section 3.8 cash and/or Permitted Investments in an amount equal to the aggregate undrawn stated amount of all outstanding Letters of Credit and to repay all Loans and Reimbursement Obligations, all without notice of any kind; and, in the case of an Event of Default arising under Section 8.1(a)(vii), all Outstanding Notes shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuingDefault, the Trustee or Administrative Agent may, and upon the Holders of at least 25% in aggregate principal amount written request of the then Outstanding Notes may Required Lenders shall, terminate the Commitments hereunder and declare all or any portion of the Notes Credit Extensions and all Obligations to be due and payable immediately. (b) Subject and demand that the Borrower immediately deliver to certain limitations, Holders of a majority the Administrative Agent for deposit in the LC Collateral Account pursuant to Section 3.8 cash and/or Permitted Investments in an amount equal to the aggregate principal undrawn stated amount of all outstanding Letters of Credit and repay all Loans and Reimbursement Obligations, whereupon the then Outstanding Notes may direct Commitments shall terminate and all or such portion of the Trustee Obligations shall become immediately due and payable and the Borrower shall immediately deliver to the Administrative Agent for deposit in its exercise the LC Collateral Account pursuant to Section 3.8 cash and/or Permitted Investments in an amount equal to the aggregate undrawn stated amount of any trust or power. The Trustee may withhold from Holders all outstanding Letters of Credit and repay all Loans and Reimbursement Obligations, all without further notice of any continuing Default or Event kind. The Administrative Agent shall promptly advise the Borrower of Default if it determines that withholding notice is in their interestany such declaration but failure to do so shall not impair the effect of such declaration. Notwithstanding the foregoing, except a Default or Event of Default relating to the payment of principal, interest or premium, if any. (c) Subject to the provisions of the Indenture relating to the duties of the Trustee, in case effect as an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no Holder event described in Section 8.1(a) may pursue any remedy with respect to the Indenture or the Notes unless: (i) such Holder has previously given the Trustee notice that an Event of Default is continuing; (ii) Holders of at least 25% in aggregate principal amount of the then Outstanding Notes have requested the Trustee to pursue the remedy; (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense; (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and (v) Holders of a majority in aggregate principal amount of the then Outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. (d) The Holders of a majority in aggregate principal amount of the then Outstanding Notes of a series be waived except by notice to the Trustee may, on behalf of the Holders consent of all of the Notes of such series, rescind an acceleration or waive any existing Default or Event of Default Lenders and its consequences under acknowledged by the Indenture except a continuing Default or Event of Default Administrative Agent in the payment of interest or premium, if any, on, or the principal of, the Notes of such serieswriting.

Effect of Event of Default. (a) In the case of If an Event of Default arising under Section 8.1(a)(viireferred to in clauses 8.1(a)(1) or 8.1(a)(4) occurs: (1) within 30 calendar days of the Payee notifying the Payor of such Event of Default, the Payor and the Payee shall mutually appoint two independent financial institutions of international standing and relevant expertise (the “Independent Valuers”) to determine the current value of the Metal Price Upside Payments that have not yet been paid as of the date of the Event of Default; provided that if the parties cannot mutually agree to the two Independent Valuers within 30 calendar days, each of the Payor and the Payee shall be entitled to appoint one Independent Valuer and shall notify the other party of the identity and contact information of the Independent Valuer it has appointed within 40 calendar days from the date of the notification of the Event of Default; however, if either party fails to appoint an Independent Valuer within such time period then the other party shall be entitled to appoint the two Independent Valuers. Each of the Payor and the Payee shall instruct the Independent Valuers to use a Black-Scholes option pricing model to value the unpaid Metal Price Upside Payments in light of the facts and circumstances in existence immediately prior to the Event of Default. The Independent Valuers will be instructed to prepare and directly send their valuation to each of the Payor and the Payee within 60 calendar days of receipt of the instruction (the “EOD Valuation Deadline Date”), all Outstanding Notes shall become due . The Payor and payable immediately without further action or notice. If any other the Payee agree that the average of the valuations prepared by the Independent Valuers will determine the amount owing by the Payor to the Payee (the “Event of Default occurs and is continuingPayment”); provided that if a party’s appointed Independent Valuer has not submitted its valuation by the EOD Valuation Deadline Date, the Trustee or Payor and the Holders Payee agree that the Event of at least 25% in aggregate principal amount Default Payment shall be the valuation submitted by the Independent Valuer appointed by the other party, and if no Independent Valuer has submitted its valuation by the EOD Valuation Deadline Date, the Payor and the Payee agree that the Event of Default Payment shall be the first valuation submitted by an Independent Valuer following the EOD Valuation Deadline Date; and (2) the Payor must within 30 days after the receipt by the Payor and the Payee of the then Outstanding Notes may declare all last valuation, pay the Notes Event of Default Payment to be due and payable immediatelythe Payee in Immediately Available Funds to the Payee’s Bank Account. (b) Subject to certain limitations, Holders of a majority in aggregate principal amount of The Payee agrees that it shall not enforce its rights under this clause 8 for so long as the then Outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or premium, if anyAcquisition Financing remains outstanding. (c) Subject to If the provisions of Payor defaults in the Indenture relating to the duties of the Trusteepayment, in case an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no Holder may pursue of any remedy with respect to sum under this deed, then the Indenture or the Notes unless: (i) such Holder has previously given the Trustee notice that an Event of Default is continuing; (ii) Holders of at least 25% in aggregate principal amount liability of the then Outstanding Notes have requested Payor shall be increased to include interest on such sum from the Trustee to pursue date when such payment is due (the remedy; “Due Date”) until the date of actual payment at the rate of LIBOR plus eight per cent (iii8%) such Holders have offered per annum (LIBOR determined at successive monthly intervals commencing on the Trustee reasonable security or indemnity against any loss, liability or expense; (iv) the Trustee has not complied with such request within 60 days after the receipt of the request Due Date and the offer of security or indemnity; and (v) Holders of a majority in aggregate principal amount of the then Outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day periodinterest compounded monthly). (d) The Holders parties under this deed agree and acknowledge that: (1) the Payee shall have a legitimate interest in enforcing all and any of a majority in aggregate principal amount of its rights under this clause 8; and (2) the then Outstanding Notes of a series by notice Payee’s remedies under this clause 8 are proportionate to the Trustee may, on behalf of the Holders of all of the Notes of such series, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes of such seriesinterest.

Effect of Event of Default. If (a) In the case of an Event of Default arising under described in Section 8.1(a)(vii)10.1.2 shall have occurred, all Outstanding (b) any Guarantor Event of Default described in Section 12(c) of the ILFC Guaranty shall have occurred or (c) the Indenture Trustee shall have declared the Indenture Notes shall become to be immediately due and payable or the Indenture Notes shall otherwise have become immediately due and payable, then the Commitments (if they have not theretofore terminated) shall immediately terminate and all Loans and all interest and other amounts due hereunder shall become immediately due and payable, all without further action presentment, demand or notice. If notice of any kind, all of which are hereby waived by the Borrower; and, in the case of any other Event of Default occurs and is continuingDefault, the Trustee or the Holders of at least 25% in aggregate principal amount Agent may, and upon written request of the then Outstanding Notes may Required Banks shall, declare the Commitments (if they have not theretofore terminated) to be terminated and all the Notes Loans and all interest and other amounts due hereunder to be due and payable immediately. payable, whereupon the Commitments (bif they have not theretofore terminated) Subject to certain limitationsshall immediately terminate and all Loans and all interest and other amounts due hereunder shall become immediately due and payable, Holders of a majority in aggregate principal amount of the then Outstanding Notes may direct the Trustee in its exercise of any trust all without presentment, demand or power. The Trustee may withhold from Holders notice of any continuing Default or Event kind, all of Default if it determines that withholding notice is in their interestwhich are hereby waived by the Borrower. The Agent shall promptly advise the Borrower, except a Default or Event of Default relating to each Bank, the payment of principalGuarantor, interest or premium, if any. (c) Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs the Servicer and is continuing, the Security Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered declaration, but failure to do so shall not impair the Trustee reasonable indemnity or security against any loss, liability or expenseeffect of such declaration. Except The Banks agree that all remedies to enforce the right to receive payment of principal, premium, if any, or interest when due, no Holder may pursue any remedy be taken with respect to (x) the Collateral shall be exercised by the Security Trustee acting in accordance with the terms of the Security Trust Agreement and (y) the ILFC Guaranty and any SPV Guaranty shall be exercised by the Security Trustee acting in accordance with the terms of the ILFC Guaranty, such SPV Guaranty and the Security Trust Agreement. Upon the written direction of 100% of the Banks, the Agent will, by written notice to the Borrower, the Indenture or Trustee, the Notes unless: Guarantor, the Servicer and the Security Trustee, rescind and annul any declaration made pursuant to this Section 10.2 thereby annulling its consequences if: (i) there has been paid to the Banks amounts sufficient to pay all overdue installments of interest on the Loans, and the principal of the Loans that would have become due other than by reason of such Holder has previously given the Trustee notice that an Event declaration of Default is continuing; acceleration; (ii) Holders of at least 25% in aggregate principal amount of the then Outstanding Notes have requested the Trustee to pursue the remedy; rescission does not conflict with any judgment or decree; (iii) all Events of Default (other than the Events of Default arising solely by reason of such Holders acceleration) have offered the Trustee reasonable security been cured or indemnity against any loss, liability or expense; waived; and (iv) the Trustee has not complied with such request within 60 days after the receipt acceleration of the request and the offer of security or indemnity; and (v) Holders of a majority in aggregate principal amount Indenture Notes has been rescinded pursuant to Section 5.02 of the then Outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day periodIndenture. (d) The Holders of a majority in aggregate principal amount of the then Outstanding Notes of a series by notice to the Trustee may, on behalf of the Holders of all of the Notes of such series, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes of such series.

Effect of Event of Default. Notwithstanding anything to the contrary contained herein, with respect to any Event of Default by a Breaching Member, the following provisions shall apply: (a) In Subject to the provisions hereof, the Company and/or any Member that is not a Breaching Member shall have the right, upon giving the Breaching Member at least five (5) Business Days prior written notice of such election, to pursue any right or remedy available to it at law or in equity. (b) With respect to any Monetary Default, the Company and/or any non-Breaching Member shall have the right to (i) require that the outstanding amount be withheld from and reduce all distributions or other amounts payable to such Breaching Member pursuant to the terms of this Agreement or the Reimbursement Agreement and be paid directly by the Company on behalf of the Breaching Member from any and all distributions of Net Cash Flow, proceeds of liquidation or any other amounts that would otherwise be distributable or payable to such Breaching Member (or its Affiliates) with respect to its Interest, prior to any distribution or payment thereof pursuant to this Agreement or the Reimbursement Agreement, and/or (ii) seek from the Breaching Member payment of the outstanding amount by all appropriate judicial and/or non judicial proceedings, in each case until such time as the Monetary Default has been cured. Any amounts so withheld and applied to cure a Monetary Default pursuant to this Section 12.02 shall be treated as amounts distributed or paid to the Breaching Member pursuant to Sections 6.03 or other applicable provision hereof for all purposes under this Agreement. (c) Failure by the Company or any non-Breaching Member to give any notice of an Event of Default arising as specified under Section 8.1(a)(vii)this Agreement, all Outstanding Notes or any failure to insist upon strict performance of any of the terms of this Agreement, shall become due and payable immediately without further action or notice. If not constitute a waiver of any other such Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount any of the then Outstanding Notes may declare all the Notes to be due and payable immediately. (b) Subject to certain limitations, Holders terms of a majority in aggregate principal amount of the then Outstanding Notes may direct the Trustee in its exercise of any trust or powerthis Agreement. The Trustee may withhold from Holders notice of any continuing Default or No Event of Default if it determines that withholding notice is in their interestshall be waived, nor shall any duty to be performed, be altered or modified, except a Default by written instrument. One or Event more waivers or failure to give notice of Default relating to the payment of principal, interest or premium, if any. (c) Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee shall not be under no obligation to exercise any considered as a waiver of the rights a subsequent or powers under the Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Notes unless: (i) such Holder has previously given the Trustee notice that an continuing Event of Default is continuing; (ii) Holders of at least 25% in aggregate principal amount of the then Outstanding Notes have requested the Trustee to pursue the remedy; (iii) such Holders have offered the Trustee reasonable security same covenant or indemnity against any loss, liability or expense; (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and (v) Holders of a majority in aggregate principal amount of the then Outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day periodobligation. (d) The Holders of a majority rights granted in aggregate principal amount this Section 12.02 shall not be deemed to be an exclusive remedy of the then Outstanding Notes Company and any non-Breaching Member, but all other rights and remedies, legal and equitable, shall be available to it, with the exception of a series by notice to any action which has the Trustee may, on behalf effect of the Holders of all of the Notes of such series, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes of such seriesterminating this Agreement.

Effect of Event of Default. (a) In the case of an Event of Default arising under Section 8.1(a)(vii), all Outstanding Notes shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then Outstanding Notes may declare all the Notes to be due and payable immediately. (b) Subject to certain limitations, Holders of a majority in aggregate principal amount of the then Outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or premium, if any. (c) Subject to the provisions of Section 3 hereof and the Indenture relating to the duties terms of the TrusteeIntercreditor Agreement, in case an Event of Default occurs and is continuing, upon the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction occurrence of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Notes unless: (i) such Holder has previously given the Trustee notice that an Event of Default is continuing; (ii) Holders of at least 25% in aggregate principal amount of the then Outstanding Notes have requested the Trustee to pursue the remedy; (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense; (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and (v) Holders of a majority in aggregate principal amount of the then Outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. (d) The Holders of a majority in aggregate principal amount of the then Outstanding Notes of a series by notice to the Trustee may, on behalf of the Holders of all of the Notes of such series, rescind an acceleration or waive any existing Default or Event of Default and its consequences under at any time thereafter, the Indenture except Secured Parties may declare all Obligations immediately due and payable and the Secured Parties shall have the remedies of a continuing Default or secured party provided in the UCC, this Agreement and other applicable law. Subject to the provisions of Section 3 hereof and the terms of the Intercreditor Agreement, upon the occurrence of any Event of Default and at any time thereafter, the Secured Parties will have the right to take possession of the Collateral and to maintain such possession on our premises or to remove the Collateral or any part thereof to such other premises as you may desire, including, without limitation, the right to contact account debtors liable in respect of the Accounts for the purpose of engaging in collection activities with respect thereto. Subject to the provisions of Section 3 hereof and the terms of the Intercreditor Agreement, upon the Secured Parties' request, the Company shall assemble the Collateral and make it available to the Secured Parties at a place designated by the Secured Parties. If any notification of intended disposition of any Collateral is required by law, such notification, if mailed, shall be deemed properly and reasonably given if mailed at least five (5) business days before such disposition, postage prepaid, addressed to us either at our address shown herein or at any address appearing on the Secured Parties' records for the Company. Subject to the provisions of Section 3 hereof and the terms of the Intercreditor Agreement, any proceeds of any disposition of any of the Collateral shall be applied by the Secured Parties to the payment of interest or premiumall expenses in connection with the sale of the Collateral, if anyincluding reasonable attorneys' fees and other legal expenses and disbursements and the reasonable expense of retaking, onholding, or preparing for sale, selling, and the principal oflike, the Notes and any balance of such seriesproceeds may be applied by the Secured Parties toward the payment of the Obligations in such order of application as the Secured Parties may elect, and the Company shall be liable for any deficiency.

Effect of Event of Default. (a) In the case of an If any Event of Default arising under described in Section 8.1(a)(vii)13.1.3 shall occur in respect of the Borrowers, the Loans and all Outstanding Notes other Obligations hereunder shall become immediately due and payable immediately without further action presentment, demand, protest or notice. If notice of any kind; and, if any other Event of Default occurs shall occur and is be continuing, the Trustee or Agent may (and upon the Holders of at least 25% in aggregate principal amount written request of the then Outstanding Notes may Required Lenders shall) declare all or any part of the Notes Loans and all other Obligations hereunder to be due and payable immediately. payable, whereupon the Loans and other Obligations hereunder shall become immediately due and payable. The Agent shall promptly advise the Borrowers of any such declaration, but failure to do so shall not impair the effect of such declaration. Notwithstanding any other provisions of this Agreement, after the Loans (bwith accrued interest thereon) Subject to certain limitationsand all other Obligations hereunder and under the Loan Documents shall have become due and payable, Holders all amounts collected or received by the Agent or any Lender on account of a majority in aggregate principal amount amounts outstanding under any of the then Outstanding Notes may direct Loan Documents or in respect of the Trustee in its exercise of any trust Collateral shall be paid over or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interestdelivered as follows: First, except a Default or Event of Default relating to the payment of principalall fees, interest or premiumcosts, if any. expenses and indemnities of the Agent (c) Subject in its capacity as such), including Attorney Costs, and any other Obligations owing to the provisions Agent (in its capacity as such) in respect of sums advanced by the Agent (in its capacity as such) to preserve the Collateral or to preserve its security interest in the Collateral, until paid in full; Second, to the payment of fees, costs, expenses and indemnities (including Attorney Costs) of the Indenture relating Lenders, pro rata, until paid in full; Third, to the duties payment of all of the TrusteeObligations (other than, Bank Product Obligations and Hedging Obligations) consisting of accrued and unpaid interest owing to any Lender, pro rata, until paid in case an Event full; Fourth, to the payment of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any all of the rights Obligations (other than Bank Product Obligations and Hedging Obligations) consisting of principal owing to any Lender, pro rata, until paid in full; Fifth, to the payment of all Bank Product Obligations and Hedging Obligations owing to any Lender or powers under its Affiliates, pro rata, until paid in full; Sixth, to the Indenture at payment of all other Obligations owing to each Lender, pro rata, until paid in full; and Seventh, to the request or direction payment of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premiumremaining proceeds, if any, or interest when due, no Holder to whomever may pursue any remedy with respect be lawfully entitled to the Indenture or the Notes unless: (i) receive such Holder has previously given the Trustee notice that an Event of Default is continuing; (ii) Holders of at least 25% in aggregate principal amount of the then Outstanding Notes have requested the Trustee to pursue the remedy; (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense; (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and (v) Holders of a majority in aggregate principal amount of the then Outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day periodamounts. (d) The Holders of a majority in aggregate principal amount of the then Outstanding Notes of a series by notice to the Trustee may, on behalf of the Holders of all of the Notes of such series, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes of such series.

Effect of Event of Default. (a) In the case of an If any Event of Default arising under described in Section 8.1(a)(vii)12.1.3 shall occur, the Commitments (if they have not theretofore terminated) shall immediately terminate and the Loans and all Outstanding Notes other obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to deliver to the Administrative Agent cash collateral in an amount equal to the outstanding face amount of all Letters of Credit, all without further action presentment, demand, protest or notice. If notice of any kind; and, if any other Event of Default occurs shall occur and is be continuing, the Trustee or the Holders of at least 25% in aggregate principal amount Administrative Agent (upon written request of the then Outstanding Notes may Required Lenders) shall declare the Commitments (if they have not theretofore terminated) to be terminated and/or declare all the Notes Loans and all other obligations hereunder to be due and payable immediately. (b) Subject and/or demand that the Company immediately deliver to certain limitations, Holders of a majority the Administrative Agent cash collateral in aggregate principal amount equal to the outstanding face amount of all Letters of Credit, whereupon the then Outstanding Notes may direct Commitments (if they have not theretofore terminated) shall immediately terminate and/or all Loans and all other obligations hereunder shall become immediately due and payable and/or the Trustee Company shall immediately become obligated to deliver to the Administrative Agent cash collateral in its exercise an amount equal to the face amount of any trust all Letters of Credit, all without presentment, demand, protest or power. The Trustee may withhold from Holders notice of any continuing Default kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to obligations arising in connection with any drawing under a Letter of Credit. After the expiration or Event termination of Default if it determines that withholding notice is in their interestall Letters of Credit, except a Default or Event of Default relating such cash collateral shall be applied by the Administrative Agent to any remaining obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect. 63 SECTION 13 PARENT GUARANTY 13.1 The Guaranty. The Parent hereby irrevocably and unconditionally guarantees as a primary obligor the full and punctual payment when due (whether at stated maturity, upon acceleration or otherwise) of principalall Guaranteed Obligations, interest or premium, if any. (c) Subject to the provisions including all principal of the Indenture relating to Loans, all reimbursement obligations in respect of Letters of Credit, all interest on the duties foregoing and all fees payable hereunder (including all interest and fees accruing after the commencement of the Trusteea bankruptcy, in case an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights insolvency or powers under the Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no Holder may pursue any remedy similar proceeding with respect to the Indenture or the Notes unless: (i) Company, regardless of whether such Holder has previously given the Trustee notice that an Event of Default is continuing; (ii) Holders of at least 25% in aggregate principal amount of the then Outstanding Notes have requested the Trustee to pursue the remedy; (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense; (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and (v) Holders of a majority in aggregate principal amount of the then Outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. (d) The Holders of a majority in aggregate principal amount of the then Outstanding Notes of a series by notice to the Trustee may, on behalf of the Holders of all of the Notes of such series, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, fees constitute an allowed claim in such proceeding) and all other amounts payable hereunder or the principal of, the Notes of such seriesany other Loan Document.

Effect of Event of Default. (a) In Upon the case occurrence and during the continuance, of an any Event of Default arising specified in Subsection 7.1, the Agent shall at the request of, or may with the consent of, the Majority Banks, (i) declare all obligations of the Banks under Section 8.1(a)(vii)this Agreement to be immediately terminated, and (ii) declare all Indebtedness evidenced by the Revolving Credit Note, the Term Loan Note and any other Indebtedness of the Borrowers, or any Subsidiary of the Borrowers, to the Agent or the Banks under this Agreement or any Loan Document, to be immediately due and payable, whereupon the Revolving Credit Note, the Term Loan Note and all such Indebtedness shall become and be forthwith due and payable, without presentment, demand, protest and all benefits of valuation and appraisement laws, or other notice of any kind, all Outstanding Notes of which are hereby expressly waived by the Borrowers; provided, however, that if any Event of Default specified in Subsection 7.1(h) shall occur, all Indebtedness evidenced by the Revolving Credit Note, the Term Loan Note and any other Indebtedness of the Borrowers, or any Subsidiary or Affiliate of the Borrowers, to the Agent or the Banks under this Agreement or any Loan Document shall thereupon become due and payable concurrently therewith, and the Banks' obligations to lend shall immediately terminate, without any further action by the Agent or noticeany Bank and without presentment, demand, protest and all benefits of valuation and appraisement laws or other notice of any kind, all of which are hereby expressly waived by the Borrowers. (b) In addition to (and not in substitution for or limitation of) the remedies available to the Agent and the Banks described in Subsection 7.2(a), in the event that the Borrowers fail to achieve the applicable Consolidated Interest Coverage Ratio as of any measurement date therefor as described in Subsection 6.3(c), and fail to achieve the applicable Consolidated Interest Coverage Ratio as of the next succeeding measurement date therefor as described in Subsection 6.3(c), the Agent may cause any or all of the LIBOR Rate Loans then outstanding to be immediately converted to Loans bearing interest at the Adjusted Prime Rate applicable to each such Loan. If the Agent converts any LIBOR Rate Loan to a Loan bearing interest at the Adjusted Prime Rate pursuant to this Subsection 7.2(b) prior to the end of the LIBOR Rate Period for such Loan, the Borrowers shall, upon not less than ten (10) days prior written notice after the end of the LIBOR Rate Period applicable to such Loan prior to its conversion, pay to the Agent an amount equal to the excess of (i) the interest which would have otherwise been payable on the outstanding and unpaid principal amount of such Loan during the remaining term of the LIBOR Rate Period, less (ii) interest on the amount prepaid for such term computed at an interest rate equal to the yield-to-maturity which could be obtained on United States Treasury Obligations, purchased in the market at the time of prepayment, having a remaining term and coupon rate comparable to the remaining term of the LIBOR Rate Period, and comparable to the applicable interest rate, as determined by Agent in good faith, and certified to the Borrower, such certificate to be conclusive, absent manifest error. In no event shall the amount determined by subtracting the amount described in clause (ii), above, from the amount described in clause (i), above, result in a negative number. (c) Upon the occurrence and during the continuance of any other Event of Default occurs and is continuingDefault, the Trustee or Agent may, by notice of default to the Holders of at least 25% in aggregate principal amount of the then Outstanding Notes may Borrowers, declare all amounts owing under or evidenced by this Agreement, the Notes Revolving Credit Note, the Term Loan Note, or any Loan Document to be due and payable immediately. (b) Subject to certain limitationsforthwith, Holders whereupon the same shall immediately become due and payable. Further, upon the occurrence of a majority in aggregate principal amount of the then Outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or premium, if any. (c) Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuingDefault, the Trustee shall be under no obligation Borrowers agree to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered furnish promptly to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Notes unless: (i) such Holder has previously given the Trustee notice that an Event of Default is continuing; (ii) Holders of at least 25% in aggregate principal amount of the then Outstanding Notes have requested the Trustee to pursue the remedy; (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense; (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and (v) Holders of a majority in aggregate principal amount of the then Outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. (d) The Holders of a majority in aggregate principal amount of the then Outstanding Notes of a series by notice to the Trustee may, Agent on behalf of the Holders Banks such security as the Majority Banks may reasonably request and to execute such agreements or documents deemed reasonably necessary by Agent and the Banks to accomplish same. Any acceleration of payment pursuant to this Subsection 7.2 shall be without presentment, demand, protest and all benefits of valuation and appraisement laws or other notice of any kind, all of the Notes of such serieswhich are hereby expressly waived, rescind an acceleration anything contained herein or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal ofRevolving Credit Note, the Notes Term Loan Note or any Loan Document to the contrary notwithstanding. The Borrowers agree that the foregoing rights and remedies herein expressly specified are cumulative and not exclusive of such seriesany rights or remedies which the Agent and the Banks may or would otherwise have at law or by any instrument evidencing terms of deposit of any funds or by an assignment or transfer of collateral or by any other instrument signed or assented to by the Borrowers (individually or collectively).

Effect of Event of Default. (a) In the case of an Event of Default arising under Section 8.1(a)(vii), all Outstanding Notes shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then Outstanding Notes Pari Passu Notes, by notice to the Company, may declare all the Notes of any affected series to be due and payable immediately. (b) Subject to certain limitationslimitations (including, without limitation, as set forth in Sections 6.2, 8.1(a)(iv), 8.2(a) and 8.2(c)(ii) of this Supplemental Indenture) and to the Intercreditor Agreements, Holders of a majority in aggregate principal amount of the then Outstanding Pari Passu Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of Pari Passu Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or premium, if any. (c) Subject to the provisions of the this Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the this Indenture at the request or direction of any Holders of Pari Passu Notes unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest or Additional Interest, if any, when due, no Holder of Notes of a series may pursue any remedy with respect to the this Indenture or the Notes unless: (i) such Holder has previously given the Trustee notice that an Event of Default is continuing; (ii) Holders of at least 25% in aggregate principal amount of the then Outstanding Pari Passu Notes have requested the Trustee to pursue the remedy; (iii) such Holders of Pari Passu Notes have offered the Trustee reasonable security or indemnity against any loss, liability or expense; (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and (v) Holders of a majority in aggregate principal amount of the then Outstanding Pari Passu Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. (d) The Holders of a majority in aggregate principal amount of the then Outstanding Pari Passu Notes of a series by notice to the Trustee may, on behalf of the Holders of all of the Notes of such seriesNotes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest interest, including Additional Interest, if any, or premium, if any, on, or the principal of, the Notes of such seriesNotes.

Effect of Event of Default. (a) In the case of If an Event of Default arising under Section 8.1(a)(viireferred to in clauses 8.1(a)(1) or 8.1(a)(4) occurs: (1) within 30 calendar days of the Payee notifying the Payor of such Event of Default, the Payor and the Payee shall mutually appoint two independent financial institutions of international standing and relevant expertise (the “Independent Valuers”) to determine the current value of the Deferred Contingent Payment Amount that has not yet been paid as of the date of the Event of Default; provided that if the parties cannot mutually agree to the two Independent Valuers within 30 calendar days, each of the Payor and the Payee shall be entitled to appoint one Independent Valuer and shall notify the other party of the identity and contact information of the Independent Valuer it has appointed within 40 calendar days from the date of the notification of the Event of Default; however, if either party fails to appoint an Independent Valuer within such time period then the other party shall be entitled to appoint the two Independent Valuers. Each of the Payor and the Payee shall instruct the Independent Valuers to use a Black-Scholes option pricing model to value the unpaid Deferred Contingent Payment Amount in light of the facts and circumstances in existence immediately prior to the Event of Default. The Independent Valuers will be instructed to prepare and directly send their valuation to each of the Payor and the Payee within 60 calendar days of receipt of the instruction (the “EOD Valuation Deadline Date”), all Outstanding Notes shall become due . The Payor and payable immediately without further action or notice. If any other the Payee agree that the average of the valuations prepared by the Independent Valuers will determine the amount owing by the Payor to the Payee (the “Event of Default occurs and is continuingPayment”); provided that if a party’s appointed Independent Valuer has not submitted its valuation by the EOD Valuation Deadline Date, the Trustee or Payor and the Holders Payee agree that the Event of at least 25% in aggregate principal amount Default Payment shall be the valuation submitted by the Independent Valuer appointed by the other party, and if no Independent Valuer has submitted its valuation by the EOD Valuation Deadline Date, the Payor and the Payee agree that the Event of Default Payment shall be the first valuation submitted by an Independent Valuer following the EOD Valuation Deadline Date; and (2) the Payor must within 30 days after the receipt by the Payor and the Payee of the then Outstanding Notes may declare all last valuation, pay the Notes Event of Default Payment to be due and payable immediatelythe Payee in Immediately Available Funds to the Payee’s Bank Account. (b) Subject to certain limitations, Holders of a majority in aggregate principal amount of The Payee agrees that it shall not enforce its rights under this clause 8 for so long as the then Outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or premium, if anyAcquisition Financing remains outstanding. (c) Subject to If the provisions of Payor defaults in the Indenture relating to the duties of the Trusteepayment, in case an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no Holder may pursue of any remedy with respect to sum under this deed, then the Indenture or the Notes unless: (i) such Holder has previously given the Trustee notice that an Event of Default is continuing; (ii) Holders of at least 25% in aggregate principal amount liability of the then Outstanding Notes have requested Payor shall be increased to include interest on such sum from the Trustee to pursue date when such payment is due (the remedy; “Due Date”) until the date of actual payment at the rate of LIBOR plus eight per cent (iii8%) such Holders have offered per annum (LIBOR determined at successive monthly intervals commencing on the Trustee reasonable security or indemnity against any loss, liability or expense; (iv) the Trustee has not complied with such request within 60 days after the receipt of the request Due Date and the offer of security or indemnity; and (v) Holders of a majority in aggregate principal amount of the then Outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day periodinterest compounded monthly). (d) The Holders parties under this deed agree and acknowledge that: (1) the Payee shall have a legitimate interest in enforcing all and any of a majority in aggregate principal amount of its rights under this clause 8; and (2) the then Outstanding Notes of a series by notice Payee’s remedies under this clause 8 are proportionate to the Trustee may, on behalf of the Holders of all of the Notes of such series, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes of such seriesinterest.