Common use of Remedies Upon Event of Default Clause in Contracts

Remedies Upon Event of Default. If an Event of Default occurs and is continuing, the Administrative Agent shall, upon the written request of the Required Lenders, by written notice to Holdings, take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period.

Remedies Upon Event of Default. (a) If an Event of Default occurs and is continuingshall have occurred, the then Administrative Agent shall, upon may (and shall at the written request direction of the Required Lenders, by written notice to Holdings, take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): (i) declare suspend the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kindCommitments with respect to such Borrowers; (ii) terminate the Commitments with respect to such Borrowers hereunder and declare the occurrence of the Maturity Date; (iii) declare the principal of and any accrued interest and fees in respect of all Loans of, and all interest then accrued on, the applicable Obligations of such Borrowers to bebe forthwith due and payable, whereupon the same shall become, forthwith become due and payable without presentment, demand, protest protest, notice of default, notice of acceleration, or of intention to accelerate or other notice of any kind (other than notice of such declaration) all of which the Borrowers hereby expressly waive, anything contained herein or in any other Loan Document to the contrary notwithstanding; (iv) exercise any right, privilege, or power set forth in Section 5 or this Section 10.2 (except, in the case of clauses (i), (iii), (iv), (v), (vii) and (ix) of the first sentence of Section 10.2(b), during the Standstill Period) or in the other Loan Documents with respect to such Borrowers; (v) suspend the obligation of the Lenders to make Loans, and (vi) without notice of default or demand, pursue and enforce any of Administrative Agent’s or the Lenders’ rights and remedies under the Loan Documents, or otherwise provided under or pursuant to any Applicable Law or agreement; provided that if any Event of Default specified in Section 10.1(h) shall occur, the Commitments hereunder shall automatically terminate, the principal of, and all interest on, the Obligations shall thereupon become due and payable concurrently therewith, without any further action by Administrative Agent or the Lenders, and without presentment, demand, protest, notice of default, notice of acceleration, or of intention to accelerate or other notice of any kind, all of which are the Borrowers hereby waived by the Borrower to the extent permitted by applicable law; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodexpressly waive.

Remedies Upon Event of Default. (a) If an Event of Default occurs and is continuingshall have occurred, then the Administrative Agent shall, upon may (and shall at the written request direction of the Required Lenders) and, by written notice if applicable, subject to Holdings, take any or all the right of the following actions, without prejudice Borrowers to the rights of the Administrative Agent or any Lender initiate Capital Calls to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an cure such Event of Default specified or repay the Obligations in Section 11.5 shall occur with respect full prior to the Borrower or Holdings, the result that would occur upon the giving exercise of written notice remedies by the Administrative Agent as specified contained in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such noticeSection 10.2(b): (i) declare suspend the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon Commitments of the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kindLenders; (ii) terminate the Commitment of the Lenders hereunder and declare the occurrence of the Maturity Date; (iii) declare the principal of and any accrued interest and fees in respect of all Loans of, and all interest then accrued on, the Obligations to bebe forthwith due and payable, whereupon the same shall become, forthwith become due and payable without presentment, demand, protest protest, notice of default, notice of acceleration, or of intention to accelerate or other notice of any kind (other than notice of such declaration) all of which the Borrowers hereby expressly waive, anything contained herein or in any other Loan Document to the contrary notwithstanding; (iv) exercise any right, privilege, or power set forth in Sections 5.2 and 5.3 and the Collateral Documents, including, but not limited to, the initiation of Capital Calls of the Uncalled Capital Commitments; (v) suspend the obligation of the Lenders to maintain LIBOR Rate Loans and (vi) without notice of default or demand, pursue and enforce any of the Administrative Agent’s or the Lenders’ rights and remedies under the Loan Documents, or otherwise provided under or pursuant to any Applicable Law or agreement; provided that if any Event of Default specified in Sections 10.1(h) or 10.1(i) shall occur, the principal of, and all interest on, the Obligations shall thereupon become due and payable concurrently therewith, without any further action by the Administrative Agent or the Lenders, or any of them, and without presentment, demand, protest, notice of default, notice of acceleration, or of intention to accelerate or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration each of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodBorrowers hereby expressly waives.

Remedies Upon Event of Default. If an any Event of Default occurs and is continuing, then, and in every such event (other than an event described in Section 8.1(h) or (i)), and at any time thereafter during the continuance of such event, the Administrative Agent shallmay, upon and at the written request of the Required LendersLenders shall, by written notice to Holdingsthe Borrower, take any either or all both of the following actionsactions (whether before or after the Closing Date), without prejudice to at the rights of the Administrative Agent same or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses different times: (i)) terminate the Commitments, and thereupon the Commitments shall terminate immediately, (ii)) declare the Loans then outstanding to be due and payable in whole (or in part, (iiiin which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and (iv) below shall occur automatically without thereupon the giving principal of any such notice): (i) declare the Total Revolving Credit Commitment Loans so declared to be due and Swingline Commitment terminatedpayable, whereupon the Revolving Credit Commitment together with accrued interest thereon and Swingline Commitment, if any, all fees and other obligations of each Lender or Loan Party accrued under the Swingline Lender, as the case may beLoan Documents, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable immediately, without any presentment, demand, protest or other notice of any kind; , all of which are hereby waived by the Borrower, and (iiiii) declare require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto) and thereupon such Cash Collateral shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, and in case of any event described in Section 8.1(h) or (i), the Commitments shall automatically terminate (whether before or after the Closing Date) the principal of and any the Loans then outstanding, together with accrued interest and fees in respect of all Loans thereon and all Obligations to befees and other obligations of each Loan Party accrued under the Loan Documents, whereupon the same shall become, forthwith automatically become due and payable payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to and Cash Collateral for the extent permitted L/C Obligations as described above shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by applicable law; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period.

Remedies Upon Event of Default. (a) If an Event of Default occurs shall have occurred and is be continuing, the then Administrative Agent shall, upon may (and shall at the written request direction of the Required Lenders, by written notice to Holdings, take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): (i) declare suspend the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kindCommitments with respect to such Borrowers; (ii) terminate the Commitments with respect to such Borrowers hereunder and declare the occurrence of the Maturity Date; (iii) declare the principal of and any accrued interest and fees in respect of all Loans of, and all interest then accrued on, the applicable Obligations of such Borrowers to bebe forthwith due and payable, whereupon the same shall become, forthwith become due and payable without presentment, demand, protest protest, notice of default, notice of acceleration, or of intention to accelerate or other notice of any kind (other than notice of such declaration) all of which the Borrowers hereby expressly waive, anything contained herein or in any other Loan Document to the contrary notwithstanding; (iv) exercise any right, privilege, or power set forth in Section 5 or this Section 10.2 (except, in the case of clauses (i), (iii), (iv), (v), (vii) and (ix) of the first sentence of Section 10.2(b), during the Standstill Period) or in the other Loan Documents with respect to such Borrowers; (v) suspend the obligation of the Lenders to make Loans, and (vi) without notice of default or demand, pursue and enforce any of Administrative Agent’s or the Lenders’ rights and remedies under the Loan Documents, or otherwise provided under or pursuant to any Applicable Law or agreement; provided that if any Event of Default specified in Section 10.1(i) shall occur, the Commitments hereunder shall automatically terminate, the principal of, and all interest on, the Obligations shall thereupon become due and payable concurrently therewith, without any further action by Administrative Agent or the Lenders, and without presentment, demand, protest, notice of default, notice of acceleration, or of intention to accelerate or other notice of any kind, all of which are the Borrowers hereby waived by the Borrower to the extent permitted by applicable law; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodexpressly waive.

Remedies Upon Event of Default. If an Event of Default occurs and is continuing, the Administrative Agent shall, upon the written request of the Required Lenders, by written notice to Holdingsthe Borrower Representative, take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings Holdings, the Borrowers and the Borrowerany other Credit Parties, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 12.5 shall occur with respect to the any Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment Commitments and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the each Borrower to the extent permitted by applicable law; (iii) terminate require the Borrowers to Cash Collateralize any Letter outstanding Letters of Credit that may be terminated in accordance with its termsCredit, Banker’s Acceptances and BA Equivalent Notes; and/or (iv) direct the Borrower Borrowers to pay (and the each Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 12.5 with respect to the Holdings or any Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cashcash as are necessary to Cash Collateralize all outstanding Letters of Credit, Banker’s Acceptances and BA Equivalent Notes, to be held as security for the Borrower’s Borrowers’ respective reimbursement obligations for Drawings drawings that may subsequently occur thereunder; provided, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In that in the case of an Event of Default under Section 11.3(a12.3(a) in respect of a failure to observe or perform the covenant under Section 10.711.11, the such actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period.

Remedies Upon Event of Default. If an any Event of Default occurs and is continuing, the Administrative Agent shallTHEN, (x) upon the written request occurrence of the Required Lenders, by written notice to Holdings, take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified described in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i8.1(f), (ii), (iii)automatically, and (ivy) below shall occur automatically without upon the giving occurrence of any such notice): other Event of Default, at the request of (ior with the consent of) declare the Total Revolving Credit Commitment and Swingline Commitment terminatedRequisite Lenders, whereupon upon notice to Company by Administrative Agent, (a) the Revolving Credit Commitment and Swingline CommitmentCommitments, if any, of each Lender or having such Revolving Commitments and the Swingline Lender, as obligation of Issuing Bank to issue any Letter of Credit shall immediately terminate; (b) each of the case may be, following shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees payable, in respect of all Loans and all Obligations to be, whereupon the same shall become, forthwith due and payable each case without presentment, demand, protest or other notice requirements of any kind, all of which are hereby expressly waived by each Credit Party: (i) the Borrower unpaid principal amount of and accrued interest on the Loans, (ii) an amount equal to the extent permitted by applicable law; maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letters of Credit), and (iii) terminate all other Obligations; provided, the foregoing shall not affect in any Letter way the obligations of Credit that Lenders under Section 2.3(b)(v) or Section 2.4(e); (c) Administrative Agent may be terminated in accordance with its termscause Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents; and/or and (ivd) Administrative Agent shall direct the Borrower Borrowers to pay (and the each Borrower hereby agrees that upon receipt of such notice, or upon the occurrence of an any Event of Default specified in Section 11.5 with respect Sections 8.1(f) and (g) to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cashcash as reasonable requested by Issuing Bank, to be held as security for the such Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount Obligations in respect of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period.

Remedies Upon Event of Default. If an Event of Default occurs and is continuing, the Term Administrative Agent shall, upon the written request of the Required LendersLenders (or, in the case of an Event of Default relating to Section 10.7, the Required Revolving Credit Lenders following the expiration of the Borrower’s ability to effectuate the Cure Right), by written notice to Holdings, take any or all of the following actionsBorrower, without prejudice to the rights of the Administrative Agent Agents or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or HoldingsBorrower, the result that would occur upon the giving of written notice by the Term Administrative Agent as specified in clauses (i), (ii), (iii), ) and (iv) below shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kindkind and, after any termination of the Revolving Credit Commitments pursuant to this clause (i), the Required Term Loan Lenders shall have the right to accelerate the Term Loans; (ii) declare the principal of and any accrued interest and fees in respect of all Loans (or, in the case of action by the Required Revolving Credit Lenders, all Revolving Credit Loans) and all related Obligations to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will paywill) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of Cash Collateralize all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions previously described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodRight.

Remedies Upon Event of Default. (a) Upon the occurrence of an Event of Default of the type described in Section 4.01(f) or 4.01(g), the Outstanding Principal Balance of, and accrued interest on, all Series of Notes, together with all other amounts then due and owing to the Holders, shall become immediately due and payable without further action by any Person. If an any other Event of Default occurs and is continuing, then the Administrative Agent shallIndenture Trustee, upon acting at the written request Direction of the Required LendersRequisite Majority, may declare the principal of and accrued interest on all Securities then Outstanding to be due and payable immediately, by written notice to Holdingsthe Issuer, take the Servicer, the Hedge Providers, the Liquidity Facility Providers and the Administrator (a “Default Notice”), and upon any or all such declaration such principal and accrued interest shall become immediately due and payable. At any time after the Indenture Trustee has declared the Outstanding Principal Balance of the following actions, without prejudice Notes to be due and payable and prior to the rights exercise of any other remedies pursuant to this Master Indenture, the Indenture Trustee (at the Direction of the Administrative Agent or any Lender Requisite Majority), by written notice to enforce its claims against Holdings the Issuer, the Servicer and the BorrowerAdministrator may, except as otherwise specifically provided for in this Agreement (provided that, if an Event the case of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i)) a default in the deposit or distribution of any payment required to be made on the Securities, (ii), ) a payment default on the Securities or (iii)) a default in respect of any covenant or provision of this Master Indenture that cannot by the terms hereof be modified or amended without the consent of each Holder affected thereby, rescind and annul such declaration and thereby annul its consequences, if (1) there has been paid to or deposited with the Indenture Trustee an amount sufficient to pay all overdue installments of interest on the Securities, and (iv) below shall occur automatically without the giving principal of any such notice): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitmentpremium, if any, of each Lender or on the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith Securities that would have become due otherwise than by such declaration of acceleration, (2) the rescission would not conflict with any judgment or decree, and payable without any (3) all other notice defaults and Events of any kind; (ii) declare the principal Default, other than nonpayment of and any accrued interest and fees in respect of all Loans and all Obligations to be, whereupon principal on the same shall become, forthwith Securities that have become due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt solely because of such noticeacceleration, have been cured or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodwaived.

Remedies Upon Event of Default. If an any Event of Default occurs and is continuing, the Administrative Agent shall, upon at the written request of of, or may, with the Required consent of, the Majority Lenders, by written notice to Holdings, take any or all of the following actions, without prejudice to at the rights of the Administrative Agent same or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): different times: (i) declare terminate the Total Revolving Credit Commitment Aggregate Commitments, and Swingline Commitment terminatedthereupon the Aggregate Commitments shall terminate immediately, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations then outstanding to be, whereupon the same shall become, forthwith be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other Secured Obligations of the Borrower accrued hereunder and under the other Loan Documents, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law; and (iii) terminate any Letter of Credit that may be terminated require cash collateral for the LC Exposure in accordance with its termsSection 2.04(j) hereof; and/or (ivand in case of any event described in Section 7.01(g) direct or Section 7.01(h), the Borrower to pay (Aggregate Commitments shall automatically terminate and the Borrower agrees that upon receipt principal of such noticethe Loans then outstanding and cash collateral for the LC Exposure, together with accrued interest thereon and all fees and other Secured Obligations accrued hereunder and under the other Loan Documents, shall automatically become due and payable, without presentment, demand, protest or upon other notice of any kind, all of which are hereby waived by the Borrower. Upon the occurrence and during the continuance of an Event of Default specified in Section 11.5 with respect to Default, the BorrowerAdministrative Agent may, it will pay) and at the request of the Majority Lenders shall, exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodUCC.

Remedies Upon Event of Default. a. If an any Event of Default occurs shall occur and is continuing, the Administrative Agent shallbe continuing then Lender, upon the written request of the Required Lenders, by written notice to Holdingsthe Borrower, take may do any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): following: (i) declare terminate or reduce the Total Revolving commitment of Lender to make Loans to Borrower under this Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kindAgreement; (ii) declare all obligations of Borrower hereunder and under the principal of Note to be immediately due and any accrued interest and fees in respect of all Loans and all Obligations to bepayable, whereupon the same Borrower Obligations hereunder and under the Note shall become, forthwith immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower expressly waived, anything in this Credit Agreement or in any other Loan Document to the extent permitted by applicable lawcontrary notwithstanding; (iii) terminate enforce its rights under any Letter one or more of Credit that may be terminated the Loan Documents in accordance with its termsApplicable Law; and/or (iv) direct subject to prior FCC approval, if required, without any obligation to do so, make disbursements to or on behalf of Borrower or any of its Subsidiaries to cure any default and render any performance under any other agreement by Borrower or any of the Borrower Subsidiaries and (v) subject to pay (and prior FCC approval, if required, perform on behalf of Borrower or any of the Borrower agrees Subsidiaries any and all work and labor necessary to build, operate and maintain the License System; provided that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an any Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.77.1(c), the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a7.1(e) or (b7.1(h) are required to be delivered in respect the commitment of such fiscal periodLender shall immediately terminate and all Borrower Obligations shall automatically become immediately due and payable without notice or demand of any kind.

Remedies Upon Event of Default. If In the case of an Event of Default occurs and is continuingDefault, at any time thereafter during the continuance of such Event of Default, the Administrative Agent shallmay, upon and at the written request of the Required Lenders, shall, by written notice to Holdingsthe Borrower, take any one or all more of the following actions, without prejudice at the same or different times: (i) terminate this Agreement and any Commitments made hereunder, (ii) exercise any all remedies available to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the BorrowerLenders under the Security Documents or otherwise available at law or in equity, except as otherwise specifically provided for including the Uniform Commercial Code, by suit in this Agreement (provided thatequity by action at law, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower judicial or Holdingsno judicial foreclosure, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii)or otherwise, (iii) set off any amounts held in the Reserve Account or any other Account under the Administrative Agent’s control, (iv) instruct any Loan Party to carry on and conduct such Loan Party’s business in substantially the same manner in the Core Business and to do all things necessary to maintain any Cannabis Licenses in continued effect and (v) declare any Note and any Loan then outstanding to be due and payable in whole (or in part, in which case any portion of the Principal Amount not so declared to be due and payable may thereafter be declared to be due and payable), and (iv) below shall occur automatically without thereupon the giving of Principal Amount so declared to be due and payable, together with accrued interest thereon and all charges, fees, expenses, indemnities and other Obligations owing or payable hereunder or under any such notice): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may beother Loan Document, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations to beimmediately, whereupon the same shall become, forthwith due and payable without presentment, demand, protest protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law; (iii) terminate any Letter of Credit that may be terminated in accordance Borrower. The Loan Parties must cooperate with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at and continue to operate the business as required by the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period.

Remedies Upon Event of Default. If an Event of Default occurs and is continuingcontinuing (other than in the case of an Event of Default under Section 11.3(a) with respect to any default of performance or compliance with the covenant under Section 10.7), the Administrative Agent shall, upon the written request of the Required Lenders, by written notice to Holdings, take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the BorrowerBorrowers, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower Borrowers or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower Borrowers to the extent permitted by applicable law; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower Borrowers to pay (and the Borrower agrees Borrowers agree that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the BorrowerBorrowers, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s Borrowers’ respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, provided that the actions hereinafter described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; , and at any time thereafter during the Borrower shall continuance of such event, the Administrative Agent shall, upon the written request of the Required Revolving Credit Lenders, by written notice to Holdings, take either or both of the following actions, at the same or different times (except the following actions may not be permitted taken until the ability to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until exercise the Cure Right is made on under Section 11.14 has expired (but may be taken as soon as the ability to exercise the Cure Right has expired and it has not been so exercised)): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or prior the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; and (ii) declare the Revolving Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter, during the continuance of such event, be declared to be due and payable), and thereupon the principal of the Revolving Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers (to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodextent permitted by applicable law).

Remedies Upon Event of Default. If an any Event of Default occurs and is continuing, the Administrative Agent shall, upon at the written request of of, or may, with the consent of, the Required Lenders, by written notice to Holdings, take any or all of the following actions, without prejudice : declare the commitment of each Lender to the rights make Loans and any obligation of the Administrative Agent or any Lender L/C Issuer to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect make L/C Credit Extensions to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment and Swingline Commitment be terminated, whereupon such commitments and obligation shall be terminated; declare the Revolving Credit Commitment unpaid principal amount of all outstanding Loans, all interest accrued and Swingline Commitmentunpaid thereon, if any, of each Lender and all other amounts owing or the Swingline Lender, as the case may be, shall forthwith terminate payable hereunder or under any other Loan Document to be immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations to bepayable, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by Borrower; require that Borrower Cash Collateralize the Borrower L/C Obligations (in an amount equal to the extent permitted by applicable lawthen Outstanding Amount thereof); (iii) terminate any Letter and exercise on behalf of Credit that may be terminated in accordance with its terms; and/or (iv) direct itself, the Borrower to pay (Lenders and the Borrower agrees L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under the Loan Documents; provided, however, that upon receipt of such notice, or upon the occurrence of an Event actual or deemed entry of Default specified in Section 11.5 an order for relief with respect to Borrower under the BorrowerBankruptcy Code of the United States, it will pay) the obligation of each Lender to make Loans and any obligation of the Administrative Agent at L/C Issuer to make L/C Credit Extensions shall automatically terminate, the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount unpaid principal amount of all Letters of Credit issued outstanding Loans and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7all interest and other amounts as aforesaid shall automatically become due and payable, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the obligation of Borrower to Cash Collateralize the L/C Obligations as aforesaid shall not be permitted to borrow Revolving Credit Loans and Letters automatically become effective, in each case without further act of Credit shall not be issued Agent or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodany Lender.

Remedies Upon Event of Default. If In the event an Event of Default occurs and is continuing, the Administrative Agent shallmay, and upon the written request of the Required LendersBanks, by written notice to Holdingsshall, take exercise any one or all more of the following actionsRights, without prejudice to the rights and any other Rights available at law or in equity or provided in any of the Administrative Agent Loan Documents: (i) terminate all or any Lender portion of the Commitments (including the commitment to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event issue Letters of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iiiCredit), and (iv) below such Commitments shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment thereupon terminate, and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of of, and any all earned and accrued interest and fees in respect of all Loans on, the Notes then outstanding and all other accrued and unpaid Obligations to bebe immediately due and payable, whereupon the same shall become, forthwith be and become due and payable payable, each and all of the foregoing without presentment, demand, protest protest, notice of default, NOTICE OF INTENT TO ACCELERATE, NOTICE OF ACCELERATION or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such noticeBorrower, or provided however, upon the occurrence of an any Event of Default specified in Section 11.5 with respect to 7.1(e) or Section 7.(f), all of the Commitments shall thereupon automatically and immediately terminate and the principal of, and all earned and accrued interest on the Notes then outstanding and all other accrued and unpaid Obligations shall thereupon be and become automatically and immediately due and payable, each and all of the foregoing without presentment, demand, protest, NOTICE OF DEFAULT, NOTICE OF INTENT TO ACCELERATE, NOTICE OF ACCELERATION or other notice of any kind, all of which are hereby waived by Borrower, it will pay) to . If any amount payable under any of the Administrative Agent Loan Documents is not paid when due the outstanding and unpaid portion of such amount shall bear interest at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodRate.

Remedies Upon Event of Default. If an any Event of Default occurs and is continuing, then, and in every such event (other than an event described in Sections 8.1(h) or 8.1(i)), and at any time thereafter during the continuance of such event, the Administrative Agent shallmay, upon and at the written request of the Required LendersLenders shall, by written notice to Holdingsthe Borrower, take any either or all both of the following actions, without prejudice to actions (whether before or after the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (iClosing Date), (ii), (iii), and (iv) below shall occur automatically without at the giving of any such notice): same or different times: (i) declare terminate the Total Revolving Credit Commitment Commitments, and Swingline Commitment terminated, whereupon thereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, Commitments shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations then outstanding to be, whereupon the same shall become, forthwith be due and payable in whole (or in Virtus Investment Partners, Inc. Credit Agreement part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of each Loan Party accrued under the Loan Documents, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to Borrower; and in case of any event described in Sections 8.1(h) or 8.1(i), the extent permitted by applicable law; Commitments shall automatically terminate (iiiwhether before or after the Closing Date) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt principal of such noticethe Loans then outstanding, together with accrued interest thereon and all fees and other obligations of each Loan Party accrued under the Loan Documents, shall automatically become due and payable, without presentment, demand, protest or upon the occurrence other notice of an Event any kind, all of Default specified in Section 11.5 with respect to which are hereby waived by the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period.

Remedies Upon Event of Default. If an any Event of Default occurs and is continuing, the Administrative Agent shall, upon at the written request of of, or may, with the consent of, the Required Lenders, by written notice to Holdings, take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement : (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): (ia) declare the Total Revolving Commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Commitment and Swingline Commitment Extensions to be terminated, whereupon the Revolving Credit Commitment such commitments and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, obligation shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kindbe terminated; (iib) declare the unpaid principal of and any accrued interest and fees in respect amount of all Loans outstanding Loans, all interest accrued and unpaid thereon, and all Obligations other amounts owing or payable hereunder or under any other Loan Document to be, whereupon the same shall become, forthwith be immediately due and payable payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (c) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the extent permitted by applicable lawMinimum Collateral Amount with respect thereto); and (iiid) terminate any Letter exercise on behalf of Credit that may be terminated in accordance with its terms; and/or (iv) direct itself, the Borrower to pay (Lenders and the Borrower agrees L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under the Loan Documents or Applicable Law or equity; provided, however, that upon receipt of such notice, or upon the occurrence of an Event of Default specified event described in Section 11.5 8.01(f) with respect to the Borrower, it will pay) the Commitment of each Lender to make Loans and any obligation of the Administrative Agent at L/C Issuer to make L/C Credit Extensions shall automatically terminate, the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount unpaid principal amount of all Letters of Credit issued outstanding Loans and then outstanding. In all interest and other amounts as aforesaid shall automatically become due and payable, and the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration obligation of the ability Borrower to effectuate Cash Collateralize the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period.L/C Obligations as

Remedies Upon Event of Default. If an any Event of Default occurs and is continuing, then, and in every such event (other than an event described in Sections 8.1(h) or 8.1(i)), and at any time thereafter during the continuance of such event, the Administrative Agent shallmay, upon and at the written request of the Required LendersLenders shall, by written notice to Holdingsthe Borrower, take any either or all both of the following actions, without prejudice to at the rights of the Administrative Agent same or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): different times: (i) declare terminate the Total Revolving Credit Commitment Commitments, and Swingline Commitment terminated, whereupon thereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, Commitments shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations then outstanding to be, whereupon the same shall become, forthwith be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of each Loan Party accrued under the Loan Documents, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to Borrower; and in case of any event described in Sections 8.1(h) or 8.1(i), the extent permitted by applicable law; (iii) Commitments shall automatically terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt principal of such noticethe Loans then outstanding, together with accrued interest thereon and all fees and other obligations of each Loan Party accrued under the Loan Documents, shall automatically become due and payable, without presentment, demand, protest or upon the occurrence other notice of an Event any kind, all of Default specified in Section 11.5 with respect to which are hereby waived by the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period.

Remedies Upon Event of Default. a. If an any Event of Default occurs shall occur and is continuing, the Administrative Agent shallbe continuing then Lender, upon the written request of the Required Lenders, by written notice to Holdingsthe Borrower, take may do any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): following: (i) declare terminate or reduce the Total Revolving commitment of Lender to make Loans to Borrower under this Credit Commitment and Swingline Commitment terminatedAgreement, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare all obligations of Borrower hereunder and under the principal of Note to be immediately due and any accrued interest and fees in respect of all Loans and all Obligations to bepayable, whereupon the same Borrower Obligations hereunder and under the Note shall become, forthwith immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower expressly waived, anything in this Credit Agreement or in any other Loan Document to the extent permitted by applicable law; contrary notwithstanding, (iii) terminate enforce its rights under any Letter one or more of Credit that may be terminated the Loan Documents in accordance with its terms; and/or Applicable Law, (iv) direct subject to prior FCC approval, if required, without any obligation to do so, make disbursements to or on behalf of Borrower or any of its Subsidiaries to cure any default and render any performance under any other agreement by Borrower or any of the Borrower Subsidiaries and (v) subject to pay (and prior FCC approval, if required, perform on behalf of Borrower or any of the Borrower agrees Subsidiaries any and all work and labor necessary to build, operate and maintain the License System; provided that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an any Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.77.1(c), the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a7.1(e) or (b7.1(h) are required to be delivered in respect the commitment of such fiscal periodLender shall immediately terminate and all Borrower Obligations shall automatically become immediately due and payable without notice or demand of any kind.

Remedies Upon Event of Default. If an Event of Default occurs shall have occurred and is be continuing, the then Administrative Agent shallmay, and, upon the written request direction of the Required Lenders, by written notice to Holdings, take any or all shall: (a) suspend the Commitments of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Lenders until such Event of Default specified in Section 11.5 shall occur with respect is cured; (b) terminate the Commitment of Lenders; (c) reduce the Available Commitments to an amount equal to the aggregate Loans of the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses Parties; (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): (id) declare the Total Revolving Credit Commitment unpaid principal amount of all outstanding Obligations, all interest accrued and Swingline Commitment terminatedunpaid thereon, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender all other amounts owing or the Swingline Lender, as the case may be, shall forthwith terminate payable hereunder or under any other Loan Document to be immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations to bepayable, whereupon the same shall become, forthwith become due and payable without presentment, demand, protest protest, notice of default, notice of acceleration, or of intention to accelerate or other notice of any kind all of which each Borrower Party hereby expressly waives, anything contained herein or in any other Loan Document to the contrary notwithstanding; (e) exercise any right, privilege, or power set forth in Section 5.02, including, but not limited to, the initiation of Capital Call Notices of the Capital Commitments; or (f) without notice of default or demand, pursue and enforce any of Administrative Agent’s or any or all of the Secured Parties’ rights and remedies under the Loan Documents, or otherwise provided under or pursuant to any applicable law or agreement; provided, however, that if any Event of Default specified in Section 11.01(g) or Section 11.01(h) shall occur, the obligation of each Committed Lender to make Loans 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, without any further action by Administrative Agent or Lenders, or any of them, and without presentment, demand, protest, notice of default, notice of acceleration, or of intention to accelerate or other notice of any kind, all of which are each Borrower Party hereby waived by the Borrower to the extent permitted by applicable law; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodexpressly waives.

Remedies Upon Event of Default. If an Event of Default occurs and is continuingcontinuing (other than in the case of an Event of Default under Section 11.3(a) with respect to any default of performance or compliance with the covenant under Section 10.7), the Administrative Agent shall, upon the written request of the Required Lenders, by written notice to Holdings, take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, provided that the actions hereinafter described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; , and at any time thereafter during the Borrower shall continuance of such event, the Administrative Agent shall, upon the written request of the Required Revolving Credit Lenders, by written notice to Holdings, take either or both of the following actions, at the same or different times (except the following actions may not be permitted taken until the ability to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until exercise the Cure Right is made on under Section 11.14 has expired (but may be taken as soon as the ability to exercise the Cure Right has expired and it has not been so exercised)): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or prior the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; and (ii) declare the Revolving Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter, during the continuance of such event, be declared to be due and payable), and thereupon the principal of the Revolving Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower (to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodextent permitted by applicable law).

Remedies Upon Event of Default. (a) If an Event of Default occurs shall have occurred and is be continuing, the then Administrative Agent shallmay, and, upon the written request direction of the Required Lenders, by written notice to Holdings, take any or all shall: (a) suspend the Commitments of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Lenders until such Event of Default specified in Section 11.5 shall occur with respect to is cured; (b) terminate the Borrower or Holdings, the result that would occur upon the giving Commitment of written notice by the Administrative Agent as specified in clauses Lenders; (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): (ic) declare the Total Revolving unpaid principal amount of all outstanding Loans (including the liability to fund the Letter of Credit Commitment Liability pursuant to Section 2.07), all interest accrued and Swingline Commitment terminatedunpaid thereon, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender all other amounts owing or the Swingline Lender, as the case may be, shall forthwith terminate payable hereunder or under any other Loan Document to be immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations to bepayable, whereupon the same shall become, forthwith become due and payable without presentment, demand, protest protest, notice of default, notice of acceleration, or of intention to accelerate or other notice of any kind all of which each Borrower Party hereby expressly waives, anything contained herein or in any other Loan Document to the contrary notwithstanding; (d) exercise any right, privilege, or power set forth in Section 5.02, including, but not limited to, the initiation of Capital Call Notices of the Capital Commitments (subject to Section 11.02); or (e) without notice of default or demand, pursue and enforce any of Administrative Agent’s or Lenders’ rights and remedies under the Loan Documents, or otherwise provided under or pursuant to any applicable Law or agreement; provided, however, that if any Event of Default specified in Section 11.01(g) or Section 11.01(h) shall occur, the obligation of each Lender to make Loans shall automatically terminate, and the unpaid principal amount of all outstanding Loans and all interest on the Obligations shall automatically become due and payable, in each case without further act of Administrative Agent or any Lender, and without presentment, demand, protest, notice of default, notice of acceleration, or of intention to accelerate or other notice of any kind, all of which are each Borrower Party hereby waived by the Borrower to the extent permitted by applicable law; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodexpressly waives.

Remedies Upon Event of Default. If an any Event of Default occurs and is continuingcontinuing (other than an Event of Default under Section 8.01(b)(ii) or Section 8.01(n)(i) (solely with respect to a VIE Credit Agreement that does not include Term B Loans)), the Administrative Agent shallmay, upon and at the written request of the Majority Lenders (or, if an Event of Default occurs under Section 8.01(b)(ii) or Section 8.01(n)(i) (solely with respect to a VIE Credit Agreement that does not include Term B Loans) and such action is taken prior to the Term B Loan Standstill End Date, at the request of the Required LendersRevolving Credit and Term A Lenders only, by written notice and in such case only with respect to Holdingsthe Revolving Credit Commitments, Revolving Credit Loans, Swing Line Loans, L/C Obligations, Letters of Credit, L/C Credit Extensions and Term Facilities constituting Term A Loans), shall, take any or all of the following actions, without prejudice : declare the commitment of each Lender to the rights make Loans and any obligation of the Administrative Agent or any Lender L/C Issuers to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect make L/C Credit Extensions to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment and Swingline Commitment be terminated, whereupon such commitments and obligation shall be terminated; declare the Revolving Credit Commitment unpaid principal amount of all outstanding Loans, all interest accrued and Swingline Commitmentunpaid thereon, if any, of each Lender and all other amounts owing or the Swingline Lender, as the case may be, shall forthwith terminate payable hereunder or under any other Loan Document to be immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations to bepayable, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower to the extent permitted by applicable lawBorrower; (iii) terminate any Letter of Credit require that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay Cash Collateralize the L/C Obligations (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of in an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, amount equal to the aggregate Stated then Outstanding Amount thereof); and exercise on behalf of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7itself, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; Lenders and the Borrower shall not be permitted L/C Issuers all rights and remedies available to borrow Revolving Credit Loans it, the Lenders and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to L/C Issuers under the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period.Loan Documents;

Remedies Upon Event of Default. If an any Event of Default occurs and is continuing, the Administrative Agent shall, upon at the written request of of, or may, with the consent of, the Required Lenders, by written notice to Holdings, take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement : (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): (ia) declare the Total Revolving commitment of each Lender to make Loans and any obligation (if any) of the L/C Issuers to make L/C Credit Commitment and Swingline Commitment Extensions to be terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, such commitments shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kindbe terminated; (iib) declare the unpaid principal of and any accrued interest and fees in respect amount of all Loans outstanding Loans, all interest accrued and unpaid thereon, and all Obligations other amounts owing or payable hereunder or under any other Loan Document to be, whereupon the same shall become, forthwith be immediately due and payable payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower to the extent permitted by applicable lawBorrower; (iiic) terminate any require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to 100% of the face amount of such Letter of Credit that may be terminated in accordance with its termsCredit); and/or and (ivd) direct exercise on behalf of itself, the Borrower to pay (Lenders and the Borrower agrees L/C Issuers all rights and remedies available to it the Lenders and the L/C Issuers under the Loan Documents or applicable Law; provided, however, that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an any Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.78.01(f), the actions described above will be permitted obligation of each Lender to occur only following make Loans and the expiration obligation (if any) of any 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 ability Borrower to effectuate Cash Collateralize the Cure Right if such Cure Right has not been so exercised; and the Borrower L/C Obligations as aforesaid shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration automatically become effective, in each case without further act of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) Administrative Agent or (b) are required to be delivered in respect of such fiscal periodany Lender.

Remedies Upon Event of Default. If an any Event of Default occurs and is continuing, the Administrative Agent shall, upon at the written request of of, or may, with the Required consent of, the Majority Lenders, by written notice to Holdings, take any or all of the following actions, without prejudice to at the rights of the Administrative Agent same or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): different times: (i) declare terminate the Total Revolving Credit Commitment Aggregate Commitments, and Swingline Commitment terminatedthereupon the Aggregate Commitments shall terminate immediately, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations then outstanding to be, whereupon the same shall become, forthwith be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other Obligations of the Borrower accrued hereunder and under the other Loan Documents, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law; and (iii) terminate any Letter of Credit that may be terminated require cash collateral for the LC Exposure in accordance with its termsSection 2.04(j) hereof; and/or (ivand in case of any event described in Section 7.01(g) direct or Section 7.01(h), the Borrower to pay (Aggregate Commitments shall automatically terminate and the Borrower agrees that upon receipt principal of such noticethe Loans then outstanding and cash collateral for the LC Exposure, together with accrued interest thereon and all fees and other Obligations accrued hereunder and under the other Loan Documents, shall automatically become due and payable, without presentment, demand, protest or upon other notice of any kind, all of which are hereby waived by the Borrower. Upon the occurrence and during the continuance of an Event of Default specified in Section 11.5 with respect to Default, the BorrowerAdministrative Agent may, it will pay) and at the request of the Majority Lenders shall, exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe law or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodequity.

Remedies Upon Event of Default. (a) If an any Event of Default occurs and is continuingcontinuing (other than an Event of Default under Section 8.01(b)(iv) unless the condition of the proviso contained therein have been satisfied), the Administrative Agent shallmay and, upon at the written request of the Required Lenders, by written notice to Holdings, shall take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): : (i) declare the Total Revolving commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Commitment and Swingline Commitment Extensions to be terminated, whereupon the Revolving Credit Commitment such commitments and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, obligation shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kindbe terminated; (ii) declare the unpaid principal of and any accrued interest and fees in respect amount of all Loans outstanding Loans, all interest accrued and unpaid thereon, and all Obligations other amounts owing or payable hereunder or under any other Loan Document to be, whereupon the same shall become, forthwith be immediately due and payable payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower to the extent permitted by applicable lawBorrowers; (iii) terminate any Letter of Credit require that may be terminated the Borrowers Cash Collateralize the L/C Obligations (in accordance with its termsan amount equal to the then Outstanding Amount thereof); and/or and (iv) direct the Borrower to pay (exercise on behalf of itself and the Borrower agrees Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided that upon receipt of such notice, or upon the occurrence of an Event of Default specified in under Section 11.5 8.01(f) with respect to the BorrowerBorrowers, it will pay) the obligation of each Lender 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 Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstandingor any Lender. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period.8.03

Remedies Upon Event of Default. If an any Event of Default (other than an event with respect to Borrower described in Section 8.01(g) or (h)) occurs and is continuing, the Administrative Agent shallmay and, upon at the written request of the Required Lenders, shall, by written notice to HoldingsBorrower, take any either or all both of the following actions, without prejudice to at the rights of the Administrative Agent same or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): different times: (i) terminate forthwith the Commitments and (ii) declare the Total Revolving Credit Commitment Loans and Swingline Commitment terminatedReimbursement Obligations then outstanding to be forthwith due and payable in whole or in part, whereupon the Revolving Credit Commitment principal of the Loans and Swingline CommitmentReimbursement Obligations so declared to be due and payable, if any, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of each Lender or the Swingline Lender, as the case may beBorrower accrued hereunder and under any other Loan Document, shall become forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrower and the Subsidiary Guarantors, anything contained herein or in any other Loan Document to the contrary notwithstanding; and if an Event of Default with respect to Borrower described in Section 8.01(g) or (iih) declare occurs, the Commitments shall automatically terminate and the principal of the Loans and Reimbursement Obligations then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrower and the Subsidiary Guarantors, anything contained herein or in any other Loan Document to the contrary notwithstanding. During the Certain Funds Period, if there exists an Event of Default which is continuing that (a) is a Major Default or (b) results from a breach of one or more Major Representations in any material respect or (c) results from a breach of any Major Covenant, then the Administrative Agent may, and at the request of the Required Lenders, shall, by notice to Borrower, terminate the Commitments, and thereupon the Commitments shall terminate immediately and the principal of the Loans and Reimbursement Obligations, together with accrued interest thereon and any unpaid accrued fees in respect of all Loans and all other Obligations to beof Borrower accrued hereunder, whereupon the same shall become, forthwith become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by Borrower, and in case of any event with respect to Borrower described in Section 8.01(g) or (h), the Commitments shall automatically terminate the principal of the Loans and Reimbursement Obligations, together with accrued interest thereon and any unpaid accrued fees and all other Obligations of Borrower accrued hereunder shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by Borrower. Notwithstanding anything to the contrary in this Agreement, during the Certain Funds Period, the Administrative Agent and the Lenders shall not, except as provided in the immediately preceding sentence, (A) if the conditions specified in Section 4.02 have been satisfied, decline or refuse or fail to make available any Term Loans or Acquisition Revolving Loans, (B) cancel any of the Commitments to the extent permitted by applicable law; to do so would prevent or limit the making of a Term Loan or an Acquisition Revolving Loan, (iiiC) terminate cancel, accelerate or cause repayment or prepayment of any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, amounts owing hereunder or upon the occurrence of an Event of Default specified in Section 11.5 with respect under any other Loan Document to the Borrowerextent to do so would prevent or limit the making of a Term Loan or an Acquisition Revolving Loan, it will pay(D) to the Administrative Agent at the Administrative Agent’s Office such additional amounts exercise any right of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) set-off or counterclaim in respect of a failure Loan or a requested Loan to observe the extent to do so would prevent or perform limit the covenant under Section 10.7making of a Term Loan or an Acquisition Revolving Loan or (E) rescind, the actions described above will be permitted to occur only following the expiration terminate or cancel this Agreement or any of the ability Commitments or exercise any similar right or remedy or make or enforce any claim under the Loan Documents it may have to effectuate the Cure Right if such Cure Right has not been extent to do so exercisedwould prevent or limit the making of a Term Loan or an Acquisition Revolving Loan; and all provisions in the Borrower Loan Document shall not be permitted to borrow Revolving Credit Loans interpreted and Letters of Credit shall not be issued or renewed unless and until construed accordingly. After the Cure Right is made on or prior to the expiration Certain Funds Period, all of the 10th Business Day following rights, remedies and entitlements of the date financial statements referred to in Sections 9.1(a) Administrative Agent and the Lenders shall be available notwithstanding that certain rights, remedies and entitlements were not exercised or (b) are required to be delivered in respect of such fiscal periodavailable during the Certain Funds Period.

Remedies Upon Event of Default. If an any Event of Default occurs and is continuingunder Section 10.01(h) shall occur for any reason, the Administrative Agent shallwhether voluntary or involuntary, upon the written request of the Required Lenders, by written notice to Holdings, take any or all of the following actions, without prejudice to the rights outstanding principal amount of the Administrative Agent or any Lender to enforce its claims against Holdings Loans and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 other Obligations shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become be due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees commitments shall be terminated, in respect of all Loans and all Obligations to beeach case, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other further notice of any kind, all of which are hereby expressly waived by the Borrower to the extent permitted by applicable law; (iii) terminate each Credit Party. If any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an (other than any Event of Default under Section 11.3(a10.01(h)) shall occur for any reason, whether voluntary or involuntary, and be continuing, Administrative Agent may, and upon the direction of Required Lenders, Administrative Agent shall, declare all or any portion of the outstanding principal amount of the Loans and other Obligations to be due and payable and any commitment shall be terminated, whereupon the full unpaid amount of such Loans and other Obligations that shall be so declared due and payable shall be and become immediately due and payable, in respect each case, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each Credit Party. In addition to the foregoing, Administrative Agent may, and upon the direction of Required Lenders, Administrative Agent shall, have the right to the appointment of a failure to observe or perform receiver for the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration property of the ability to effectuate Credit Parties or a chief restructuring officer for the Cure Right if such Cure Right has not been so exercised; operation of any Credit Party, and the Borrower Credit Parties hereby consent to such rights and such appointment and hereby waive any objection the Credit Parties may have thereto or the right to have a bond or other security posted by any Secured Party in connection therewith. The Lenders and Collateral Agent shall not be permitted have all other rights and remedies available at law or in equity or pursuant to borrow Revolving any Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodDocuments.

Remedies Upon Event of Default. If an Event of Default occurs shall have occurred and is be continuing, the then Administrative Agent shall, upon may: (a) suspend the written request Commitments of the Required Lenders, by written notice to Holdings, take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Lenders until such Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kindis cured; (iib) terminate the Commitment of Lenders hereunder; (c) declare the principal of and any accrued interest and fees in respect of all Loans of, and all Obligations interest then accrued on, the Obligation to bebe forthwith due and payable (including the liability to fund the Letter of Credit Liability pursuant to SECTION 2.8(e) hereof), whereupon the same shall become, forthwith become due and payable without presentment, demand, protest protest, notice of default, notice of acceleration, or of intention to accelerate or other notice of any kind all of which Borrower and Guarantor and each Qualified Borrower hereby expressly waives, anything contained herein or in any other Loan Document to the contrary notwithstanding; (d) exercise any right, privilege, or power set forth in SECTIONS 5.2 and 5.3 hereof, including, but not limited to, the initiation of Capital Call Notices of the Capital Commitments; or (e) without notice of default or demand, pursue and enforce any of Administrative Agent's or Lenders' rights and remedies under the Loan Documents, or otherwise provided under or pursuant to any applicable law or agreement; provided, however, that if any Event of Default specified in SECTIONS 11.1(i) or 11.1(j) hereof shall occur, the principal of, and all interest on, the Obligation shall thereupon become due and payable concurrently therewith, without any further action by Administrative Agent or Lenders, or any of them, and without presentment, demand, protest, notice of default, notice of acceleration, or of intention to accelerate or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cashGuarantor, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the each Qualified Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodhereby expressly waives.

Remedies Upon Event of Default. If an Event of Default occurs and is continuingcontinuing (other than in the case of an Event of Default under Section 11.3(a) with respect to any default of performance or compliance with the covenant under Section 10.9 prior to the date the Revolving Credit Loans (if any) have been accelerated and the Revolving Credit Commitments have been terminated (and such declaration has not been rescinded)), the Administrative Agent shall, upon the written request of the Required Lenders, by written notice to Holdingsthe Borrower, take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its the claims of itself or the Lenders against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided provided, that, if an Event of Default specified in Section 11.5 shall occur with respect to Holdings or the Borrower or HoldingsBorrower, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline CommitmentCommitments, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Unpaid Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.710.9 (provided, that the actions hereinafter described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised, and at any time thereafter during the continuance of such event), the Administrative Agent shall, upon the written request of the Required Revolving Credit Lenders under the Revolving Credit Facility, by written notice to the Borrower, take either or both of the following actions, at the same or different times (except the following actions may not be taken until the ability to exercise the Cure Right under Section 11.14 has expired (but may be taken as soon as the ability to exercise the Cure Right has expired and it has not been so exercised)): (i) declare the Revolving Credit Commitment terminated, whereupon the Revolving Credit Commitment, if any, of each Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; and (ii) declare the Borrower shall not be permitted to borrow Revolving Credit Loans then outstanding to be due and Letters payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter, during the continuance of such event, be declared to be due and payable), and thereupon the principal of the Revolving Credit Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall not be issued become due and payable immediately, without presentment, demand, protest or renewed unless and until other notice of any kind, all of which are hereby waived by the Cure Right is made on or prior Borrower (to the expiration extent permitted by applicable law). On or after the date on which the Required Revolving Credit Lenders have, by written request to the Administrative Agent, elected to take the action under clause (ii) of the 10th Business Day following the date financial statements referred to in Sections 9.1(aimmediately preceding sentence as a result of an Event of Default under Section 11.3(a) or (b) are required to be delivered in respect of a failure to observe or perform the covenant under Section 10.9, the Required Term Loan Lenders may, upon the written request of the Required Term Loan Lenders to the Administrative Agent, elect to declare the Term Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter, during the continuance of such fiscal periodevent, be declared to be due and payable), and thereupon the principal of the Term Loans so declared to be due and payable, together with accrued and unpaid interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower (to the extent permitted by applicable law).

Remedies Upon Event of Default. (a) If an any Event of Default occurs (other than any event described in Section 8.01(h) or (i) or a Financial Covenant Event of Default) occurs, and is continuingat any time thereafter during the continuance of such Event of Default, the Administrative Agent shallmay, upon and at the written request of the Required LendersLenders shall, by written notice to Holdingsthe Borrower, take any or all of the following actions, without prejudice to at the rights of the Administrative Agent same or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): different times: (i) declare terminate the Total Revolving Credit Commitment Commitments, and Swingline Commitment terminatedthereupon the Commitments shall terminate immediately, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations then outstanding to be, whereupon the same shall become, forthwith be due and payable without presentmentin whole (or in part, demandin which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), protest or and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other notice obligations of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law; accrued hereunder (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional including all amounts of cashLC Obligations, to be held as security for whether or not the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration beneficiaries of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and then outstanding Letters of Credit shall not be issued or renewed unless have presented the documents required thereunder), shall become due and until payable immediately; and (iii) exercise on behalf of itself, the Cure Right is made on or prior Lenders and the Issuing Lenders all rights and remedies available to it, the expiration Lenders and the Issuing Lenders under the Loan Documents. provided, however, that in case of the 10th Business Day following the date financial statements referred to any event described in Sections 9.1(aSection 8.01(h) or (b) are i), the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder (including all amounts of LC Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required to be delivered in respect of such fiscal periodthereunder), shall automatically become due and payable.

Remedies Upon Event of Default. If an any Event of Default occurs and is continuing, the Administrative Agent shall, upon the written request of the Required Lenders, by written notice to Holdings, take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement then (provided that, A) if such event is an Event of Default specified in Section 11.5 shall occur with respect to the Borrower 9.01(f) or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (iSection 9.01(g), (ii)all of the Notes shall automatically become immediately due and payable, (iii), together with interest accrued and (iv) below shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitmentpremium, if any, of each Lender thereon, without presentment, demand, protest or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; , all of which are hereby waived by the Borrower and each other Loan Party, (iiB) if such event is an Event of Default specified in Section 9.01(a), any Lender may, at its option, declare by notice in writing to the principal Borrower all of and any accrued interest and fees in respect of all Loans and all Obligations its Notes to be, whereupon the same and all of its Notes shall thereupon be and become, forthwith immediately due and payable payable, together with interest accrued thereon without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower and each other Loan Party, and (C) if such event is any other Event of Default, Lenders holding an aggregate Principal amount of greater than fifty percent (50%) or more of outstanding Notes may, at their option, declare by notice in writing to the extent permitted Borrower all of its Notes to be, and all of its Notes shall thereupon be and become, immediately due and payable, together with interest accrued thereon without presentment, demand, protest or other notice of any kind, all of which are hereby waived by applicable law; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and each other Loan Party. The Principal amount of the Borrower agrees that Notes payable upon receipt of such notice, or upon the occurrence of an Event of Default specified in and acceleration pursuant to this Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to 9.02 shall be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, an amount equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration outstanding Principal amount of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodNotes.

Remedies Upon Event of Default. If an any Event of Default occurs and is continuing, the Administrative Agent shall, upon at the written request of of, or may, with the consent of, the Required Lenders, by written notice to Holdings, take any or all of the following actions, without prejudice to : declare the rights commitment of the Administrative Agent or any each Lender to enforce its claims against Holdings make Loans and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event any obligation of Default specified in Section 11.5 shall occur with respect each L/C Issuer to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): (i) declare the Total Revolving make L/C Credit Commitment and Swingline Commitment Extensions to be terminated, whereupon such commitments and obligation shall be terminated; declare the Revolving Credit Commitment unpaid principal amount of all outstanding Loans, all interest accrued and Swingline Commitmentunpaid thereon, if any, of each Lender and all other amounts owing or the Swingline Lender, as the case may be, shall forthwith terminate payable hereunder or under any other Loan Document to be immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations to bepayable, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the extent permitted by applicable lawthen Outstanding Amount thereof); (iii) terminate any Letter and exercise on behalf of Credit that may be terminated in accordance with its terms; and/or (iv) direct itself, the Borrower to pay (Lenders and the Borrower agrees L/C Issuers all rights and remedies available to it, the Lenders and the L/C Issuers under the Loan Documents or applicable Law or equity; provided, however, that upon receipt of such notice, or upon the occurrence of an Event actual or deemed entry of Default specified in Section 11.5 an order for relief with respect to the BorrowerBorrower under the Bankruptcy Code of the United States, it will pay) the obligation of each Lender to make Loans and any obligation of each 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 Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodany Lender.

Remedies Upon Event of Default. If (a) Notwithstanding any other provision of this Agreement, (i) if any Event of Default that is not an Event of Default occurs under Section 20.1(d) (a “Bankruptcy Event of Default”) with respect to a Delek Entity, on the one hand, or Citi, on the other hand (such defaulting Party, the “Defaulting Party”) has occurred and is continuing, Citi (where a Delek Entity is the Administrative Agent shallDefaulting Party) or DKTS (where Citi is the Defaulting Party) (such non-defaulting Party, upon the written request of the Required Lenders“Non-Defaulting Party”) may, by written notice to Holdingswithout notice, take any or declare all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in Defaulting Party’s obligations under this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations to be, whereupon the same shall become, be forthwith due and payable payable, all without presentment, demand, protest or other further notice of any kind, all of which are hereby expressly waived by the Borrower to Defaulting Party, or (ii) if a Bankruptcy Event of Default has occurred and is continuing, the extent permitted by applicable law; Defaulting Party’s obligations shall automatically and without any such declaration become forthwith due and payable), and/or (iii) terminate subject to Section 21.1(a), if any Letter Event of Credit Default has occurred and is continuing, the Non-Defaulting Party may exercise any rights and remedies provided or available to the Non-Defaulting Party under this Agreement or at law or equity, including all remedies provided under the UCC and as provided under this Section 20.2. It is expressly agreed that may all such obligations shall be terminated due and payable as a result of any acceleration pursuant to this Section 20.2, including (without limitation) in accordance with its terms; and/or (iv) direct the Borrower case of any automatic acceleration resulting from a Bankruptcy Event of Default, and all such obligations shall survive and continue to pay (be due and the Borrower agrees that upon receipt of such notice, or upon payable following the occurrence of an any Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodDefault.

Remedies Upon Event of Default. If an any Event of Default occurs and is continuing, the Administrative Agent shall, upon the written request of the Required Lenders, by written notice to Holdings, take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement then (provided that, A) if such event is an Event of Default specified in Section 11.5 shall occur with respect to the Borrower SECTION 10.01(f) or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (iSECTION 10.01(g), (ii), (iii), and (iv) below all of the Bridge Notes shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate become immediately and any Fees theretofore accrued shall forthwith become due and payable payable, together with interest accrued thereon, without any other presentment, demand, protest or notice of any kind; , all of which are hereby waived by the Borrower and Holdings, (iiB) if such event is an Event of Default specified in SECTION 10.01(a), any Lender may, at its option and subject to SECTION 11.02(iii), declare by notice in writing to the principal Borrower all of and any accrued interest and fees in respect of all Loans and all Obligations its Bridge Notes to be, whereupon the same and all of its Bridge Notes shall thereupon be and become, forthwith immediately due and payable payable, together with interest accrued thereon without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower and Holdings, and (C) if such event is any other Event of Default, the Required Lenders may, at their option and subject to SECTION 11.02(iii), declare by notice in writing to the extent permitted Borrower all of its Bridge Notes to be, and all of its Bridge Notes shall thereupon be and become, immediately due and payable, together with interest accrued thereon without presentment, demand, protest or other notice of any kind, all of which are hereby waived by applicable law; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and Holdings. The Principal amount of the Borrower agrees that Notes payable upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect and acceleration pursuant to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to this SECTION 10.02 shall be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, an amount equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration Bridge Redemption Price of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration outstanding Principal amount of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodBridge Notes.

Remedies Upon Event of Default. If In the event an Event of Default occurs and is continuing, the Administrative Agent shall, upon the written request of the Required Lenders, by written notice to Holdings, take Bank may exercise any one or all more of the following actionsRights, without prejudice to the rights and any other Rights available at law or in equity or provided in any of the Administrative Agent Loan Documents: (i) terminate all or any Lender portion of the Commitment (including the commitment to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event issue Letters of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iiiCredit), and (iv) below such Commitment shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment thereupon terminate, and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of of, and any all earned and accrued interest and fees in respect of all Loans on, the Notes then outstanding and all other accrued and unpaid Obligations to bebe immediately due and payable, whereupon the same shall become, forthwith be and become due and payable payable, each and all of the foregoing without presentment, demand, protest protest, notice of default, NOTICE OF INTENT TO ACCELERATE, NOTICE OF ACCELERATION or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such noticeBorrower, or provided however, upon the occurrence of an any Event of Default specified in Section 11.5 with respect to 7.1(e) or Section 7.1(f), all of the Commitments shall thereupon automatically and immediately terminate and the principal of, and all earned and accrued interest on the Notes then outstanding and all other accrued and unpaid Obligations shall thereupon be and become automatically and immediately due and payable, each and all of the foregoing without presentment, demand, protest, notice of default, NOTICE OF INTENT TO ACCELERATE, NOTICE OF ACCELERATION or other notice of any kind, all of which are hereby waived by each Borrower, it will pay) to . If any amount payable under any of the Administrative Agent Loan Documents is not paid when due the outstanding and unpaid portion of such amount shall bear interest at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodRate.

Remedies Upon Event of Default. If an Event of Default occurs and is continuingcontinuing (other than in the case of (x) an Event of Default identified in the proviso to Section 11.2 or (y) an Event of Default under Section 11.3(a) with respect to any default of performance or compliance with the covenant under Section 10.9, in each case, prior to the date the Revolving Credit Loans (if any) have been accelerated and the Revolving Credit Commitments have been terminated (and such declaration has not been rescinded)), the Administrative Agent shallmay, or, upon the written request of the Required Lenders, shall, by written notice to Holdingsthe Borrower, take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its the claims of itself or the Lenders against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to Holdings or the Borrower or HoldingsBorrower, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment Commitments and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Unpaid Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of (x) an Event of Default identified in the proviso to Section 11.2 or (y) an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.710.9 (provided that, in the case of this clause (y), the actions hereinafter described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised, and at any time thereafter during the continuance of such event), the Administrative Agent shall, upon the written request of the Required Facility Lenders under the Revolving Credit Facility, by written notice to the Borrower, take either or both of the following actions, at the same or different times (except the following actions may not be taken with respect to an Event of Default under Section 10.9 until the ability to exercise the Cure Right under Section 11.14 has expired (but may be taken as soon as the ability to exercise the Cure Right has expired and it has not been so exercised)): (i) declare the Revolving Credit Commitments terminated, whereupon the Revolving Credit Commitment, if any, of each Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; and (ii) declare the Borrower shall not be permitted to borrow Revolving Credit Loans then outstanding to be due and Letters payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter, during the continuance of such event, be declared to be due and payable), and thereupon the principal of the Revolving Credit Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall not be issued become due and payable immediately, without presentment, demand, protest or renewed unless and until other notice of any kind, all of which are hereby waived by the Cure Right is made on or prior Borrower (to the expiration extent permitted by applicable law). On or after the date on which the Required Facility Lenders under the Revolving Credit Facility have, by written request to the Administrative Agent, elected to take the action under clauses (i) and (ii) of the 10th Business Day following immediately preceding sentence as a result of (x) an Event of Default identified in the date financial statements referred proviso to in Sections 9.1(a) Section 11.2 or (by) are required the Event of Default under Section 11.3(a) that constitutes a Financial Covenant Cross Default in respect of a failure to observe or perform the covenant under Section 10.9 and such actions have not been rescinded, the Required Facility Lenders with respect to the Term Loans may, upon the written request of such Required Facility Lenders to the Administrative Agent, elect to declare the Term Loans then outstanding to be delivered due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter, during the continuance of such event, be declared to be due and payable), and thereupon the principal of the Term Loans, together with accrued and unpaid interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower (to the extent permitted by applicable law). 210 Notwithstanding the foregoing provisions of this Section 11.12 or any other provision of this Agreement, with respect to any termination of applicable Commitments pursuant to this Section 11.12, any unfunded Commitments outstanding at any time in respect of any individual facility pursuant to Section 2.14 established to finance a Limited Condition Transaction may be terminated only by the Lenders holding more than 50% of the aggregate amount of the Commitments in respect of such fiscal periodfacility (or by the Administrative Agent acting at the request of such Lxxxxxx), and not, for the avoidance of doubt, automatically or by the Required Lenders or any other Lenders (or by the Administrative Agent acting at the request of the Required Lenders or any other Lenders), and not, for the avoidance of doubt, by the Required Lenders or any other Lenders (or by the Administrative Agent acting at the request of the Required Lenders or any other Lenders). Notwithstanding anything herein to the contrary or in any other Credit Document, neither the Administrative Agent nor Required Lenders may take any of the actions described in this Section 11.12 with respect to any Default or Event of Default resulting from any action, transaction or the occurrence of any event reported publicly or otherwise disclosed to the Lenders more than two years prior to such date unless the Administrative Agent is exercising remedies or reserved its rights by written notice to the Borrower at such time.

Remedies Upon Event of Default. If an any Event of Default occurs and is continuing, the Administrative Agent shall, upon at the written request of of, or may, with the consent of, the Required Lenders, by written notice to Holdings, take any or all of the following actions, without prejudice to at the rights of the Administrative Agent same or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): different times: (i) declare terminate the Total Revolving Credit Commitment Commitments, and Swingline Commitment terminatedthereupon the Commitments shall terminate immediately, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations then outstanding to be, whereupon the same shall become, forthwith be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other Secured Obligations of the Borrower accrued hereunder and under the other Loan Documents, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law; and (iii) terminate any Letter of Credit that may be terminated require cash collateral for the LC Exposure in accordance with its termsSection 2.04(j) hereof; and/or (iv) direct and in case of any event with respect to the Borrower to pay (described in Section 7.01(g) or Section 7.01(h), the Commitments shall automatically terminate and the Borrower agrees that upon receipt principal of such noticethe Loans then outstanding and cash collateral for the LC Exposure, together with accrued interest thereon and all fees and other Secured Obligations accrued hereunder and under the other Loan Documents, shall automatically become due and payable, without presentment, demand, protest or upon other notice of any kind, all of which are hereby waived by the Borrower. Upon the occurrence and during the continuance of an Event of Default specified in Section 11.5 with respect to Default, the BorrowerAdministrative Agent may, it will pay) and at the request of the Required Lenders shall, exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodUCC.

Remedies Upon Event of Default. If an any Event of Default (other than an event with respect to Borrower described in Section 8.01(g) or (h)) occurs and is continuing, the Administrative Agent shallmay and, upon at the written request of the Required Lenders, shall, by written notice to HoldingsBorrower, take any either or all both of the following actions, without prejudice to at the rights of the Administrative Agent same or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): different times: (i) declare terminate forthwith the Total Revolving Credit Commitment Commitments and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Reimbursement Obligations then outstanding to be, whereupon the same shall become, be forthwith due and payable in whole or in part, whereupon the principal of the Loans and Reimbursement Obligations so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrower and the Borrower Subsidiary Guarantors, anything contained herein or in any other Loan Document to the extent permitted by applicable lawcontrary notwithstanding; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of if an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Borrower described in Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a8.01(g) or (bh) occurs, the Commitments shall automatically terminate and the principal of the Loans and Reimbursement Obligations then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are required hereby expressly waived by Borrower and the Subsidiary Guarantors, anything contained herein or in any other Loan Document to be delivered in respect of such fiscal periodthe contrary notwithstanding.

Remedies Upon Event of Default. If an Event of Default occurs and is continuing, the Administrative Agent shall, upon the written request of the Required LendersLenders (or, in the case of an Event of Default relating to Section 10.7, the Required Revolving Credit Lenders following the expiration of the Borrower’s ability to effectuate the Cure Right), by written notice to Holdings, take any or all of Holdings and the following actionsBorrower, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or HoldingsBorrower, the result that would occur upon the giving of written notice by the 197 Administrative Agent as specified in clauses (i), (ii), (iii), ) and (iv) below shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment and Swingline Commitment the Letter of Credit Commitments terminated, whereupon the Revolving Credit Commitment and Swingline Commitmentthe Letter of Credit Commitments, if any, of each Lender or and the Swingline LenderLetter of Credit Issuers, as the case may beapplicable, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kindkind and, after any termination of the Revolving Credit Commitments pursuant to this clause (i) in each case on account of an Event of Default relating to Section 10.7, the Required Term Loan Lenders shall have the right to accelerate the Term Loans; (ii) declare the principal of and any accrued interest and fees in respect of all Loans (or, in the case of action by the Required Revolving Credit Lenders, all Revolving Credit Loans) and all related Obligations to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will paywill) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of Cash Collateralize all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions previously described above will be permitted to occur in respect of such Event of Default only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodRight.

Remedies Upon Event of Default. If an any Event of Default occurs and is continuing, the Administrative Agent shall, upon at the written request of of, or may, with the consent of, the Required Lenders, by written notice to Holdings, take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement : (provided that, a) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) of Section 11.5 shall occur 8.1 with respect to the Borrower or Holdingsany Loan Party, the result that would occur upon Commitments shall immediately terminate automatically and the giving Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents shall automatically immediately become due and payable, and (b) if such event is any other Event of written notice by Default, any of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent as specified in clauses (i)may, (ii)or upon the request of the Required Lenders, (iii)the Administrative Agent shall, and (iv) below shall occur automatically without by notice to the giving of any such notice): (i) Borrower declare the Total Revolving Credit Commitment Commitments, the Term Commitments, the Swingline Commitments and Swingline Commitment terminatedthe L/C Commitments to be terminated forthwith, whereupon the Revolving Credit Commitment and Swingline CommitmentCommitments, if anythe Term Commitments, of each Lender or the Swingline Lender, as Commitments and the case may be, L/C Commitments shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kindterminate; (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the principal of and any Loans (with accrued interest and fees in respect of all Loans thereon) and all Obligations other amounts owing under this Agreement and the other Loan Documents to bebe due and payable forthwith, whereupon the same shall become, forthwith immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable lawpayable; (iii) any Cash Management Bank may terminate any Letter of Credit that may Cash Management Agreement then outstanding and declare all Obligations then owing by the Group Members under any such Cash Management Agreements then outstanding to be terminated in accordance with its termsdue and payable forthwith, whereupon the same shall immediately become due and payable; and/or and (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at may exercise on behalf of itself, any Cash Management Bank, the Administrative Agent’s Office Lenders and the Issuing Lender all rights and remedies available to it, any such additional amounts of cashCash Management Bank, the Lenders and the Issuing Lender under the Loan Documents. With respect to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In with respect to which presentment for honor shall not have occurred at the case time of an Event of Default under Section 11.3(a) in respect of a failure acceleration pursuant to observe or perform the covenant under Section 10.7this paragraph, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not Cash Collateralize an amount equal to 105% of the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts so Cash Collateralized shall be permitted applied by the Administrative Agent to borrow Revolving Credit Loans the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall not have expired or been fully drawn upon, if any, shall be issued or renewed unless applied to repay other Obligations of the Borrower hereunder and until under the Cure Right is made on or prior other Loan Documents in accordance with Section 8.3. In addition, (x) the Borrower shall also Cash Collateralize the full amount of any Swingline Loans then outstanding, and (y) to the expiration extent elected by any applicable Cash Management Bank, the Borrower shall also Cash Collateralize the amount of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered any Obligations in respect of such fiscal period.Cash Management Services then outstanding, which Cash Collateralized amounts shall be applied by the

Remedies Upon Event of Default. If an Event of Default occurs shall have occurred and is be continuing, the then Administrative Agent shallmay, and, upon the written request direction of the Required Lenders, by written notice to Holdings, take shall: (a) suspend the Commitments of Lenders and any or all obligation of the following actions, without prejudice Letter of Credit Issuer to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an make L/C Credit Extensions until such Event of Default specified in Section 11.5 shall occur with respect is cured; (b) terminate the Commitment of Lenders and any obligation of the Letter of Credit Issuer to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses make L/C Credit Extensions hereunder; (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): (ic) declare the Total Revolving Credit Commitment unpaid principal amount of all outstanding Loans, all interest accrued and Swingline Commitment terminatedunpaid thereon, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender all other amounts owing or the Swingline Lender, as the case may be, shall forthwith terminate payable hereunder or under any other Loan Document to be immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice (including the liability to fund the Letter of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Credit Obligations to behereunder), whereupon the same shall become, 107 forthwith become due and payable without presentment, demand, protest protest, notice of default, notice of acceleration, or of intention to accelerate or other notice of any kind all of which each Borrower Party hereby expressly waives, anything contained herein or in any other Loan Document to the contrary notwithstanding; (d) require that each Borrower Party Cash Collateralize its respective Letter of Credit Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto); (e) cause the Managing Entities to notify the Investors to make Capital Calls in an amount equal to the Obligations as contemplated in Section 10.03; (f) subject to Section 10.03, exercise any right, privilege, or power set forth in the Loan Documents, including, but not limited to, the initiation of Capital Calls of the Capital Commitments (except to the extent a non-exempt “prohibited transaction” under ERISA would result therefrom); (g) subject to Section 10.03, notify any or all parties obligated to a Borrower with respect to the Capital Commitments to make all payments due or to become due thereon to the Collateral Accounts or directly to Administrative Agent on behalf of Secured Parties, at a different account number; or (h) subject to the last sentence of the last paragraph of this Section, without notice of default or demand, pursue and enforce any of Administrative Agent’s or Secured Parties’ rights and remedies under the Loan Documents, or otherwise provided under or pursuant to any applicable law or agreement (except to the extent a non-exempt “prohibited transaction” under ERISA would result therefrom); provided, however, that if any Event of Default specified in Section 10.01(g) or Section 10.01(h) shall occur, the obligation of each Lender to make Loans and any obligation of the Letter of Credit 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 Borrower Parties to Cash Collateralize the Letter of Credit Obligations as aforesaid with automatically then become effective, in case without further act of Administrative Agent, Letter of Credit Issuer or any Lender, and without presentment, demand, protest, notice of default, notice of acceleration, or of intention to accelerate or other notice of any kind, all of which are each Borrower Party hereby waived by the Borrower to the extent permitted by applicable law; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodexpressly waives.

Remedies Upon Event of Default. If an any Event of Default occurs and is continuing, the Administrative Agent shall, upon at the written request of of, or may, with the consent of, the Required Lenders, by written notice to Holdings, take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement : (provided that, a) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) of Section 11.5 shall occur 8.1 with respect to the Borrower or Holdingsany Loan Party, the result that would occur upon Commitments shall immediately terminate automatically and the giving Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents shall automatically immediately become due and payable, and (b) if such event is any other Event of written notice by Default, any of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent as specified in clauses (i)may, (ii)or upon the request of the Required Lenders, (iii)the Administrative Agent shall, and (iv) below shall occur automatically without by notice to the giving of any such notice): (i) Borrower declare the Total Revolving Credit Commitment Commitments, the Term Commitments, the Swingline Commitments and Swingline Commitment terminatedthe L/C Commitments to be terminated forthwith, whereupon the Revolving Credit Commitment and Swingline CommitmentCommitments, if anythe Term Commitments, of each Lender or the Swingline Lender, as Commitments and the case may be, L/C Commitments shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kindterminate; (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the principal of and any Loans (with accrued interest and fees in respect of all Loans thereon) and all Obligations other amounts owing under this Agreement and the other Loan Documents to bebe due and payable forthwith, whereupon the same shall become, forthwith immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable lawpayable; (iii) any Cash Management Bank may terminate any Letter of Credit that may Cash Management Agreement then outstanding and declare all Obligations then owing by the Group Members under any such Cash Management Agreements then outstanding to be terminated in accordance with its termsdue and payable forthwith, whereupon the same shall immediately become due and payable; and/or and (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at may exercise on behalf of itself, any Cash Management Bank, the Administrative Agent’s Office Lenders and the Issuing Lender all rights and remedies available to it, any such additional amounts of cashCash Management Bank, the Lenders and the Issuing Lender under the Loan Documents. With respect to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In with respect to which presentment for honor shall not have occurred at the case time of an Event of Default under Section 11.3(a) in respect of a failure acceleration pursuant to observe or perform the covenant under Section 10.7this paragraph, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not Cash Collateralize an amount equal to 105% of the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts so Cash Collateralized shall be permitted applied by the Administrative Agent to borrow Revolving Credit Loans the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall not have expired or been fully drawn upon, if any, shall be issued or renewed unless and until the Cure Right is made on or prior applied to the expiration repay other Obligations of the 10th Business Day following Borrower hereunder and under the date financial statements referred to other Loan Documents in Sections 9.1(aaccordance with Section 8.3. In addition, (x) or (b) are required to be delivered in respect the Borrower shall also Cash Collateralize the full amount of such fiscal period.any Swingline

Remedies Upon Event of Default. If an any Event of Default occurs and is continuing, the Administrative Agent shall(i) shall at the request, upon or may with the written request consent, of the Required Lenders, by written notice to Holdings, take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, Commitments of each Lender or and the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice obligation of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations each Lender to bemake Advances to be terminated, whereupon the same shall becomeforthwith terminate, and (ii) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the Advances, all interest thereon and all other amounts (including without limitation the MOIC Amount and Exit Fee payable pursuant to Section 2.06(d)) payable under this Agreement and the other Loan Documents to be forthwith due and payable payable, whereupon the Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or other further notice of any kind, all of which are hereby expressly waived by the Borrower to Borrower; provided, however, that in the extent permitted by applicable law; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence event of an Event actual or deemed entry of Default specified in Section 11.5 an order for relief with respect to the BorrowerBorrower under any Bankruptcy Law, it will pay(y) the Commitments of each Lender and the obligation of each Lender to make Advances shall automatically be terminated and (z) the Advances, all such interest and all such amounts (including without limitation the MOIC Amount and Exit Fee payable pursuant to Section 2.06(d)) 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 the Loan Parties. The parties hereto acknowledge and agree that the MOIC Amount and Exit Fee referred to in this Section 6.02 (i) is additional consideration for providing the Advances, (ii) constitutes reasonable liquidated damages to compensate the Lenders for (and is a proportionate quantification of) the actual loss of the anticipated stream of interest payments upon an acceleration of the Advances (such damages being otherwise impossible to ascertain or even estimate for various reasons, including, without limitation, because such damages would depend on, among other things, (x) when the Advances might otherwise be repaid and (y) future changes in interest rates which are not readily ascertainable on the Restatement Effective Date), and (iii) is not a penalty to punish the Borrower for its early prepayment of the Advances or for the occurrence of any Event of Default or acceleration. The MOIC Amount and Exit Fee shall be payable upon an acceleration of any Obligations, whether before, during or after the commencement of any proceeding under the Bankruptcy Code involving the Borrower or any other Loan Party. The Lenders and the Administrative Agent shall have all other rights and remedies available at the Administrative Agent’s Office such additional amounts of cash, law or in equity or pursuant to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe this Loan Agreement or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodany other Loan Document.

Remedies Upon Event of Default. If an any Event of Default occurs and is continuing, then, and in every such event (other than an event described in Section 8.1(i) or (j)), and at any time thereafter during the continuance of such event, the Administrative Agent shallmay, upon and at the written request of the Required LendersLenders shall, by written notice to Holdingsthe Borrowers, take any or all of the following actions, without prejudice to actions (whether before or after the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (iClosing Date), (ii), (iii), and (iv) below shall occur automatically without at the giving of any such notice): same or different times: (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon terminate the Revolving Credit Commitment Commitments, and Swingline Commitmentthereupon the Revolving Commitments shall terminate immediately, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations then outstanding to be, whereupon the same shall become, forthwith be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of each Borrower accrued under the Loan Documents, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law; each Borrower, and/or (iii) terminate any Letter of Credit require that may be terminated the Borrowers, jointly and severally, Cash Collateralize the L/C Obligations (in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, amount equal to the aggregate Stated Minimum Collateral Amount with respect thereto) and thereupon such Cash Collateral shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all Letters of Credit issued which are hereby waived by each Borrower, and then outstanding. In the in case of an Event of Default under any event described in Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a8.1(i) or (bj), the Revolving Commitments shall automatically terminate (whether before or after the Closing Date) the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of each Borrower accrued under the Loan Documents, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are required to be delivered in respect hereby waived by each Borrower and Cash Collateral for the L/C Obligations as described above shall automatically become due and payable, without presentment, demand, protest or other notice of such fiscal periodany kind, all of which are hereby waived by each Borrower.

Remedies Upon Event of Default. If an any Event of Default occurs and is continuing, then, and in every such event (other than an event described in Section 8.1(h) or (i)), and at any time thereafter during the continuance of such event, the Administrative Agent shallmay, upon and at the written request of the Required LendersLenders shall, by written notice to Holdingsthe Borrowers, take any either or all both of the following actions, without prejudice to actions (whether before or after the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (iClosing Date), (ii), (iii), and (iv) below shall occur automatically without at the giving of any such notice): same or different times: (i) declare terminate the Total Revolving Credit Commitment Commitments, and Swingline Commitment terminatedthereupon the Commitments shall terminate immediately, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations then outstanding to be, whereupon the same shall become, forthwith be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of each Borrower accrued under the Loan Documents, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law; Borrower, and (iii) terminate any Letter of Credit require that may be terminated the Borrowers Cash Collateralize the L/C Obligations (in accordance with its terms; and/or (iv) direct an amount equal to the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 Minimum Collateral Amount with respect to thereto) and thereupon such Cash Collateral shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the in case of an Event of Default under any event described in Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a8.1(h) or (bi), the Commitments shall automatically terminate (whether before or after the Closing Date) the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of each Borrower accrued under the Loan Documents, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are required to be delivered in respect hereby waived by the Borrowers and Cash Collateral for the L/C Obligations as described above shall automatically become due and payable, without presentment, demand, protest or other notice of such fiscal periodany kind, all of which are hereby waived by the Borrowers.

Remedies Upon Event of Default. If an Event of Default occurs shall have occurred and is be continuing, then the Administrative Agent shallmay, and upon the written request of the Required Lenders, by written notice Lenders (with a copy delivered to Holdings, take any or all the Borrowers) shall: (a) suspend the Commitments of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Lenders until such Event of Default specified in Section 11.5 shall occur with respect to the Borrower is cured or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kindwaived; (iib) terminate the Commitment of the Lenders hereunder; (c) declare the principal of and any accrued interest and fees in respect of all Loans of, and all interest then accrued on, the Obligations to bebe forthwith due and payable (including the liability to fund the Letter of Credit Liability pursuant to Section 2.8(e) hereof), whereupon the same shall become, forthwith become due and payable without presentment, demand, protest protest, notice of default, notice of acceleration, or of intention to accelerate or other notice of any kind (other than notice of such declaration) all of which each of the Borrowers hereby expressly waives, anything contained herein or in any other Loan Document to the contrary notwithstanding; (d) exercise any right, privilege, or power at law or set forth in Sections 5.2 and 5.3 hereof, including, but not limited to, the initiation of Feeder Capital Calls of the Feeder Capital Commitments (subject to the Borrowers’ initial right to make such Feeder Capital Calls pursuant to this Section); or (e) without notice of default or demand, pursue and enforce any of the Administrative Agent’s or the Lenders’ rights and remedies under USActive 58236919.3 the Loan Documents, or otherwise provided under or pursuant to any applicable Law or agreement; provided that if any Event of Default specified in Section 10.1(i) or 10.1(j) hereof shall occur, the principal of, and all interest on, the Obligations shall thereupon become due and payable concurrently therewith, without any further action by the Administrative Agent or the Lenders, or any of them, and without presentment, demand, protest, notice of default, notice of acceleration, or of intention to accelerate or other notice of any kind, all of which are each of the Borrowers hereby waived by the Borrower expressly waives. Notwithstanding anything to the extent contrary contained in this Credit Agreement or any other Loan Document, in no event shall the Administrative Agent (or any Secured Party) be permitted by to require the Feeder to fund its Feeder Capital Contributions other than to the applicable law; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct Collateral Account. Notwithstanding anything to the Borrower to pay (and the Borrower agrees that upon receipt of such noticecontrary herein, or upon the occurrence and during the continuance of an Event of Default specified (other than those described in Section 11.5 with respect to 10.1(g), (i), (j), (o), or (t) hereof), if such Event of Default can be cured by the Borrowerfunding of Unfunded Capital Commitments, it will pay) then prior to the Administrative Agent at Agent, on behalf of the Lenders, exercising its rights under this Section 10.2 or exercising any other remedy provided for herein (other than, for the avoidance of doubt, taking exclusive control of the Collateral Accounts and accelerating the Obligations, subject to any Debtor Relief Laws), the Administrative Agent’s Office Agent shall be required to give five (5) Business Days written notice (the “Initial Notice Period”) of its intention to exercise such additional amounts of cashremedies and, if, at any time prior to be held as security for or during such Initial Notice Period, the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal applicable Borrower take such actions sufficient to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an cure such Event of Default under Section 11.3(a) in respect of a failure to observe or perform Default, then the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; Administrative Agent and the Borrower Lenders shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and exercise such remedies until the Cure Right is made on or prior to the expiration of the 10th Business Day following the Initial Payment Date (as defined below); provided, that: (i) such applicable Borrowers must notify and require the Feeder to fund its Feeder Capital Contribution within twelve (12) Business Days after the date financial statements referred to in Sections 9.1(aof such notice (such twelfth (12th) or Business Day being the “Initial Payment Date”); (bii) are required to be delivered the Feeder Capital Contributions and all other amounts paid by the Feeder in respect of such fiscal periodnotice are deposited into a Collateral Account; and (iii) each Borrower directs the Depository that such Feeder Capital Contributions, as applicable, and other payments by the Feeder in such Borrower, together with any other funds held for or credited to such Borrower in a Collateral Account, shall be withdrawn by the Administrative Agent to prepay the Obligations of such Borrower in their entirety; provided, further, that nothing in this Section 10.2 shall prohibit the Administrative Agent or any Lender from exercising any remedies it may have with respect to (x) any Collateral Account and taking any such actions as may be required to protect their rights in a bankruptcy proceeding or (y) any Event of Default pursuant to Section 10.1(g), (i), (j), (o) or, (t) or any other Event of Default that shall have occurred and be continuing that cannot be cured by the funding of Unfunded Capital Commitments or which was triggered by the failure of any Borrower to issue a notice upon the Feeder following a mandatory prepayment event pursuant to Section 2.1(e) hereof and/or make such mandatory prepayment following the receipt of such related Feeder Capital Contributions, as applicable, in each case, as required by this Credit Agreement.

Remedies Upon Event of Default. If In the case of an Event of Default occurs and is continuingDefault, at any time thereafter during the continuance of such Event of Default, the Administrative Agent shallmay, upon and at the written request of the Required Lenders, shall, by written notice to Holdingsthe Borrower, take any one or all more of the following actions, without prejudice at the same or different times: (i) terminate this Agreement and any Commitments made hereunder, (ii) exercise any all remedies available to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the BorrowerLenders under the Security Documents or otherwise available at law or in equity, except as otherwise specifically provided for including the Uniform Commercial Code, by suit in this Agreement (provided thatequity by action at law, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower judicial or Holdingsno judicial foreclosure, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii)or otherwise, (iii) set off any amounts held in the Reserve Account or any other Account under the Administrative Agent’s control, (iv) instruct any Loan Party to carry on and conduct such Loan Party’s business in substantially the same manner in the Core Business and to do all things necessary to maintain any Cannabis Licenses in continued effect and (v) declare any Note and any Loan then outstanding to be due and payable in whole (or in part, in which case any portion of the Principal Amount not so declared to be due and payable may thereafter be‌ declared to be due and payable), and (iv) below shall occur automatically without thereupon the giving of Principal Amount so declared to be due and payable, together with accrued interest thereon and all charges, fees, expenses, indemnities and other Obligations owing or payable hereunder or under any such notice): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may beother Loan Document, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations to beimmediately, whereupon the same shall become, forthwith due and payable without presentment, demand, protest protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law; (iii) terminate any Letter of Credit that may be terminated in accordance Borrower. The Loan Parties must cooperate with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at and continue to operate the business as required by the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period.

Remedies Upon Event of Default. If an Event of Default occurs and is continuingcontinuing (other than in the case of an Event of Default under Section 11.3(a) with respect to any default of performance or compliance with the covenant under Section 10.7), the Administrative Agent shall, upon the written request of the Required Lenders, by written notice to Holdings, take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations Reimbursement Obligations for Unpaid Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, provided that the actions hereinafter described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; , and at any time thereafter during the Borrower shall continuance of such event, the Administrative Agent shall, upon the written request of the Required Revolving Credit Lenders, by written notice to Holdings, take either or both of the following actions, at the same or different times (except the following actions may not be permitted taken until the ability to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until exercise the Cure Right is made on under Section 11.14 has expired (but may be taken as soon as the ability to exercise the Cure Right has expired and it has not been so exercised)): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or prior the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; and (ii) declare the Revolving Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter, during the continuance of such event, be declared to be due and payable), and thereupon the principal of the Revolving Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower (to the extent permitted by applicable law). On or after the expiration of the 10th Business Day following Term Loan Standstill Period, the date financial statements referred Required Term Loan Lenders may, upon the written request of the Required Term Loan Lenders to in Sections 9.1(a) or (b) are required the Administrative Agent, elect to declare the Term Loans then outstanding to be delivered due and payable in respect whole (or in part, in which case any principal not so declared to be due and payable may thereafter, during the continuance of such fiscal periodevent, be declared to be due and payable), and thereupon the principal of the Term Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower (to the extent permitted by applicable law).

Remedies Upon Event of Default. If an Event of Default occurs and is continuingcontinuing (other than in the case of an Event of Default under Section 11.3(a) with respect to any default of performance or compliance with the covenant under Section 10.7), the Administrative Agent shall, upon the written request of the Required Lenders, by written notice to Holdingsthe Borrower, take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, 144 except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdingsoccur, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment, Letter of Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment, Letter of Credit Commitment and Swingline Commitment, if any, of each Lender Lender, Letter of Credit Issuer or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; , (ii) [reserved], (iii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law; , (iiiiv) terminate any Letter of Credit that may be terminated in accordance with its terms; , and/or (ivv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower11.5, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations Reimbursement Obligations for Unpaid Drawings that may subsequently occur thereunder, equal to 105% of the aggregate Stated Amount of all Letters of Credit issued and then outstanding; provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower, the result that would occur upon the giving of written notice by the Administrative Agent shall occur automatically without the giving of any such notice. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, provided that the actions hereinafter described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised, and at any time thereafter during the continuance of such event, the Administrative Agent shall, upon the written request of the Required Revolving Credit Lenders, by written notice to the Borrower, take either or both of the following actions, at the same or different times (except the following actions may not be taken until the ability to exercise the Cure Right under Section 11.14 has expired (but may be taken as soon as the ability to exercise the Cure Right has expired and it has not been so exercised)): (i) declare the Total Revolving Credit Commitment terminated, whereupon the Revolving Credit Commitment of each Lender and Swingline Commitment of each Swingline Lender, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; and (ii) declare the Borrower shall not be permitted to borrow Revolving Credit Loans then outstanding to be due and Letters payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter, during the continuance of such event, be declared to be due and payable), and thereupon the principal of the Revolving Credit Loans so declared to be due and payable, together with accrued interest thereon and all fees and other Obligations of the Borrower accrued hereunder, shall not be issued become due and payable immediately, without presentment, demand, protest or renewed unless and until other notice of any kind, all of which are hereby waived by the Cure Right is made on or prior Borrower (to the expiration of the 10th Business Day following extent permitted by applicable law). On or after the date financial statements referred on which the Required Revolving Credit Lenders have, by written request to in Sections 9.1(athe Administrative Agent, elected to take the action under clause (ii) or (babove as a result of an Event of Default under Section 11.3(a) are required to be delivered in respect of a failure to observe or perform the covenant under Section 10.7, the Required Term Lenders may, upon the written request of the Required Term Lenders to the Administrative Agent, elect to declare the Term Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter, during the continuance of such fiscal periodevent, be declared to be due and payable), and thereupon the principal of the Term Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower (to the extent permitted by applicable law).

Remedies Upon Event of Default. If an Event of Default occurs and is continuing, the Administrative Agent shall, upon the written request of the Required Lenders, by written notice to Holdingsthe Borrower Representative, take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings Holdings, the Borrowers and the Borrowerany other Credit Parties, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 12.5 shall occur with respect to the any Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment Commitments and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations to be, whereupon the same shall become, forthwith due 4125-0188-8327.12 and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the each Borrower to the extent permitted by applicable law; (iii) terminate require the Borrowers to Cash Collateralize any Letter outstanding Letters of Credit that may be terminated in accordance with its termsCredit, Xxxxxx's Acceptances and BA Equivalent Notes; and/or (iv) direct the Borrower Borrowers to pay (and the each Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 12.5 with respect to the Holdings or any Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s 's Office such additional amounts of cashcash as are necessary to Cash Collateralize all outstanding Letters of Credit, Xxxxxx's Acceptances and BA Equivalent Notes, to be held as security for the Borrower’s Borrowers' respective reimbursement obligations for Drawings drawings that may subsequently occur thereunder; provided, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In that in the case of an Event of Default under Section 11.3(a12.3(a) in respect of a failure to observe or perform the covenant under Section 10.711.11, the such actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period.

Remedies Upon Event of Default. If an Event of Default occurs shall have occurred and is be continuing, the then Administrative Agent shallmay, and, upon the written request direction of the Required Lenders, by written notice to Holdings, take any or all shall: (a) suspend the Commitments of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Lenders until such Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kindis cured; (iib) terminate the Commitment of Lenders hereunder; (c) declare the principal of and any accrued interest and fees in respect of all Loans of, and all interest then accrued on, the Obligations to bebe forthwith due and payable (including the liability to fund the Letter of Credit Liability pursuant to Section 2.5(g) hereof), whereupon the same shall become, forthwith become due and payable without presentment, demand, protest protest, notice of default, notice of acceleration, or of intention to accelerate or other notice of any kind all of which each of Borrower, each Qualified Borrower and each other Credit Party hereby expressly waives, anything contained herein or in any other Loan Document to the contrary notwithstanding; (d) require that the Borrower Parties Cash Collateralize the Letter of Credit Liability; (e) exercise any right, privilege, or power set forth in Section 5.2 hereof, including, but not limited to, the 84 initiation of Capital Call Notices of the Capital Commitments; or (f) without notice of default or demand, pursue and enforce any of Administrative Agent’s or Lenders’ rights and remedies under the Loan Documents, or otherwise provided under or pursuant to any applicable law or agreement; provided, however, that if any Event of Default specified in Section 12.1(g) or 12.1(h) hereof shall occur, the principal of, and all interest on, the Obligations shall thereupon become due and payable concurrently therewith, without any further action by Administrative Agent or Lenders, or any of them, and without presentment, demand, protest, notice of default, notice of acceleration, or of intention to accelerate or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law; (iii) terminate any Letter each of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued each Qualified Borrower and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodGuarantor hereby expressly waives.

Remedies Upon Event of Default. If an any Event of Default (other than an event with respect to Borrower described in Section 8.01(g) or (h)) occurs and is continuing, the Administrative Agent shallmay and, upon at the written request of the Required Lenders, shall, by written notice to HoldingsBorrower, take any either or all both of the following actions, without prejudice to at the rights of the Administrative Agent same or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): different times: (i) declare terminate forthwith the Total Revolving Credit Commitment Commitments and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Reimbursement Obligations then outstanding to be, whereupon the same shall become, be forthwith due and payable in whole or in part, whereupon the principal of the Loans and Reimbursement Obligations so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrower accrued hereunder 100 SC1:3775857.9 LEGAL_US_E # 113365636.9 and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrower and the Borrower Subsidiary Guarantors, anything contained herein or in any other Loan Document to the extent permitted by applicable lawcontrary notwithstanding; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of if an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Borrower described in Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a8.01(g) or (bh) occurs, the Commitments shall automatically terminate and the principal of the Loans and Reimbursement Obligations then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other Obligations of Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are required hereby expressly waived by Borrower and the Subsidiary Guarantors, anything contained herein or in any other Loan Document to be delivered in respect of such fiscal periodthe contrary notwithstanding.

Remedies Upon Event of Default. If an any Event of Default occurs and is continuing, then, and in every such event (other than an event described in Section 8.1(k) or (l)), and at any time thereafter during the continuance of such event, the Administrative Agent shallmay, upon and at the written request of the Required LendersLenders shall, by written notice to Holdingsthe Borrower, take any either or all both of the following actions, without prejudice to actions (whether before or after the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (iClosing Date), (ii), (iii), and (iv) below shall occur automatically without at the giving of any such notice): same or different times: (i) declare terminate the Total Revolving Credit Commitment Commitments, and Swingline Commitment terminatedthereupon the Commitments shall terminate immediately, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations then outstanding to be, whereupon the same shall become, forthwith be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of each Loan Party accrued under the Loan Documents, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by (other than notices required under applicable law; ), and (iii) terminate any Letter of Credit require that may be terminated in accordance with its terms; and/or (iv) direct the Borrower Cash Collateralize the L/C Obligations (in an amount equal to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 Minimum Collateral Amount with respect to thereto) and thereupon such Cash Collateral shall become due and payable immediately, without presentment, demand, protest or other notice of any kind (other than notices required under applicable law), all of which are hereby waived by the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the in case of an Event of Default under any event described in Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a8.1(k) or (bl), the Commitments shall automatically terminate the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of each Loan Party accrued under the Loan Documents, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower (other than notices required under applicable law) and Cash Collateral for the L/C Obligations as described above shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are required to be delivered in respect of such fiscal periodhereby waived by the Borrower.

Remedies Upon Event of Default. If an any Event of Default occurs and is continuing, then, and in every such event (other than an event with respect to the Borrower described in Section 7.01(f) or (g)), and at any time thereafter during the continuance of such event, the Administrative Agent shallmay, upon and at the written request of the Required LendersLenders shall, by written notice to Holdingsthe Borrower, take any either or all both of the following actions, without prejudice to at the rights of the Administrative Agent same or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): different times: (i) declare terminate the Total Revolving Credit Commitment Commitments, and Swingline Commitment terminatedthereupon the Commitments shall terminate immediately, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations then outstanding to be, whereupon the same shall become, forthwith be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other Secured Obligations of the Borrower accrued hereunder and under the other Loan Documents, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower Borrower; and in case of any event with respect to the extent permitted by applicable law; Borrower described in Section 7.01(f) or (iii) g), the Commitments shall automatically terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt principal of such noticethe Loans then outstanding, together with accrued interest thereon and all fees and other Secured Obligations accrued hereunder and under the other Loan Documents, shall automatically become due and payable, without presentment, demand, protest or upon other notice of any kind, all of which are hereby waived by the Borrower. Upon the occurrence and during the continuance of an Event of Default specified in Section 11.5 with respect to Default, the BorrowerAdministrative Agent may, it will pay) and at the request of the Required Lenders shall, exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodUCC.

Remedies Upon Event of Default. If an any Event of Default occurs and is continuing, the Administrative Agent shall(i) shall at the request, upon or may with the written request consent, of the Required Lenders, by written notice to Holdings, take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, Commitments of each Lender or and the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice obligation of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations each Lender to bemake Advances to be terminated, whereupon the same shall becomeforthwith terminate, and (ii) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the Advances, all interest thereon and all other amounts (including without limitation the Exit Fee payable pursuant to Section 2.06(d)) payable under this Agreement and the other Loan Documents to be forthwith due and payable payable, whereupon the Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or other further notice of any kind, all of which are hereby expressly waived by the Borrower to Borrower; provided, however, that in the extent permitted by applicable law; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence event of an Event actual or deemed entry of Default specified in Section 11.5 an order for relief with respect to the BorrowerBorrower under any Bankruptcy Law, it will pay(y) the Commitments of each Lender and the obligation of each Lender to make Advances shall automatically be terminated and (z) the Advances, all such interest and all such amounts (including without limitation the Exit Fee payable pursuant to Section 2.06(d)) 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 the Loan Parties. The parties hereto acknowledge and agree that the Exit Fee referred to in this Section 6.02 (i) is additional consideration for providing the Advances, (ii) constitutes reasonable liquidated damages to compensate the Lenders for (and is a proportionate quantification of) the actual loss of the anticipated stream of interest payments upon an acceleration of the Advances (such damages being otherwise impossible to ascertain or even estimate for various reasons, including, without limitation, because such damages would depend ​ ​ on, among other things, (x) when the Advances might otherwise be repaid and (y) future changes in interest rates which are not readily ascertainable on the Restatement Effective Date), and (iii) is not a penalty to punish the Borrower for its early prepayment of the Advances or for the occurrence of any Event of Default or acceleration. The Exit Fee shall be payable upon an acceleration of any Obligations, whether before, during or after the commencement of any proceeding under the Bankruptcy Code involving the Borrower or any other Loan Party. The Lenders and the Administrative Agent shall have all other rights and remedies available at the Administrative Agent’s Office such additional amounts of cash, law or in equity or pursuant to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe this Loan Agreement or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodany other Loan Document.

Remedies Upon Event of Default. An Event of Default shall be deemed to be continuing unless cured or expressly waived in writing by Required Lenders. Upon the occurrence and during the continuance of one or more Events of Defaults hereunder, (i) each Lender’s obligation to make additional Loans to Borrowers shall automatically terminate without further action by any Person and (ii) any right to call Capital Contributions and issue Call Notices shall be immediately and automatically revoked and/or terminated. If an Event of Default occurs exists and is continuing, the then Administrative Agent shallmay, and upon the written request direction of the Required Lenders, by written notice shall: (i) suspend the Commitments and/or reduce the Available Commitment to Holdings, take any or all an amount equal to the amount of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Principal Obligation until such Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kindis cured; (ii) terminate the Commitments of Lenders and any obligation of the Letter of Credit Issuer to issue Letters of Credit hereunder; (iii) declare the principal of and any accrued interest and fees in respect of all Loans of, and all interest then accrued on, the Obligations to bebe forthwith due and payable (including the Letter of Credit Liability hereunder), whereupon the same shall become, forthwith become due and payable without presentment, demand, protest protest, notice of default, notice of acceleration, or of intention to accelerate or other notice of any kind, kind all of which are each Loan Party hereby waived by the Borrower expressly waives, anything contained herein or in any other Loan Document to the extent permitted by applicable lawcontrary notwithstanding; (iiiiv) terminate any require that each Loan Party Cash Collateralize its respective Letter of Credit that may be terminated Liability (in accordance with its termsan amount equal to the then-outstanding amount thereof); and/or (ivv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such noticeexercise any right, privilege, or upon power set forth in Sections 5.02 and 5.04 hereof, including, but not limited to, the occurrence initiation of an Call Notices of the Remaining Capital Commitments; or (vi) without notice of default or demand, pursue and enforce any of Administrative Agent’s or Lenders’ rights and remedies under the Loan Documents, or otherwise provided under or pursuant to any applicable law or agreement; provided, however, that if any Event of Default specified in Section 11.5 with respect to the Borrower, it will pay11.01(i) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period.or

Remedies Upon Event of Default. If an Event of Default occurs and is continuingcontinuing (other than in the case of an Event of Default under Section 11.3(a) with respect to any default of performance or compliance with the covenant under Section 10.7), the Administrative Agent shall, upon the written request of the Required Lenders, by written notice to Holdings, take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, provided that the actions hereinafter described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; , and at any time thereafter during the Borrower shall continuance of such event, the Administrative Agent shall, upon the written request of the Required Revolving Credit Lenders, by written notice to Holdings, take either or both of the following actions, at the same or different times (except the following actions may not be permitted taken until the ability to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until exercise the Cure Right is made on under Section 11.14 has expired (but may be taken as soon as the ability to exercise the Cure Right has expired and it has not been so exercised)): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or prior the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; and (ii) declare the Revolving Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter, during the continuance of such event, be declared to be due and payable), and thereupon the principal of the Revolving Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower (to the expiration extent permitted by applicable law). National Vision Holdings, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodSecurities and Exchange Commission.

Remedies Upon Event of Default. If an any Event of Default occurs and is continuing, then, and in every such event (other than an event described in Section 8.1(h) or (i)), and at any time thereafter during the Administrative Agent shallcontinuance of such event, upon the written request of the Required LendersLender may, by written notice to Holdingsthe Borrower, take any either or all both of the following actionsactions (whether before or after the Closing Date), without prejudice to at the rights of the Administrative Agent same or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses different times: (i)) terminate the Commitments, and thereupon the Commitments shall terminate immediately, (ii)) declare the Loans then outstanding to be due and payable in whole (or in part, (iiiin which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and (iv) below shall occur automatically without thereupon the giving principal of any such notice): (i) declare the Total Revolving Credit Commitment Loans so declared to be due and Swingline Commitment terminatedpayable, whereupon the Revolving Credit Commitment together with accrued interest thereon and Swingline Commitment, if any, all fees and other obligations of each Lender or Loan Party accrued under the Swingline Lender, as the case may beLoan Documents, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable immediately, without any EXHIBIT 10.1 presentment, demand, protest or other notice of any kind; , all of which are hereby waived by the Borrower, and (iiiii) declare require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto) and thereupon such Cash Collateral shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, and in case of any event described in Section 8.1(h) or (i), the Commitments shall automatically terminate (whether before or after the Closing Date) the principal of and any the Loans then outstanding, together with accrued interest and fees in respect of all Loans thereon and all Obligations to befees and other obligations of each Loan Party accrued under the Loan Documents, whereupon the same shall become, forthwith automatically become due and payable payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to and Cash Collateral for the extent permitted L/C Obligations as described above shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by applicable law; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period.

Remedies Upon Event of Default. If an any Event of Default occurs shall occur for any reason, whether voluntary or involuntary, and is be continuing, (a) the Administrative Agent shallmay, and upon the written request direction of the Required LendersRevolving Lenders shall, by written notice to Holdings, take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as permanently reduce the Total Revolving Loan Commitment in whole or in part or otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Loan Commitment to be suspended or terminated, whereupon such Total Revolving Loan Commitment shall forthwith be so reduced, suspended or terminated, and Swingline Commitment (b) (a) the Agent may, and upon the direction of the Required Lenders shall, by notice to the Borrower, (x) declare all or any portion of the outstanding principal amount of the Loans and all other Obligations to be due and payable and the Revolving Loan Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and other Obligations (including the Prepayment Premium) which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and the Revolving Loan Commitments shall terminate and the Borrower shall automatically and immediately be obligated to Cash Collateralize all Letters of Credit Commitment Outstanding, or (y) exercise any and Swingline Commitmentall rights and remedies available to the Agent and/or the Agent under the Credit Documents or Applicable Laws; provided that, if anynotwithstanding anything to the contrary contained herein or in any other Credit Document, upon the occurrence of each Lender or any event with respect to any Credit Party described in Section 10.01(h), the Swingline LenderTotal Commitments shall automatically terminate and the outstanding principal amount of the Loans and all other Obligations then outstanding, as together with accrued interest thereon and any accrued Fees and all other Obligations of the case may beCredit Parties hereunder and under any other Credit Document (including, without limitation, the Prepayment Premium), shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith automatically become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations to bepayable, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or any other notice of any kind, or further action of the Agent, all of which are hereby expressly waived by the Borrower to and each other Credit Party. The rights of the extent permitted by applicable law; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (Agent and the Borrower agrees that upon receipt Lenders provided for in this Agreement and the other Credit Documents are cumulative and are not exclusive of such noticeany other rights, powers, privileges or remedies provided by law or in equity, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrowerunder any other instrument, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstandingdocument or agreement now existing or hereafter arising. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period.123

Remedies Upon Event of Default. If In the event an Event of Default occurs and is continuing, the Administrative Agent shallmay, and upon the written request of the Required LendersBanks, by written notice to Holdingsshall, take exercise any one or all more of the following actionsRights, without prejudice to the rights and any other Rights available at law or in equity or provided in any of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): Loan Documents: (i) declare terminate all or any portion of the Total Revolving Credit Commitment Commitments (including the commitment to issue Letters of Credit, and Swingline Commitment terminatedsuch Commitments shall thereupon terminate, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of of, and any all earned and accrued interest and fees in respect of all Loans on, the Notes then outstanding and all other accrued and unpaid Obligations to bebe immediately due and payable, whereupon the same shall become, forthwith be and become due and payable payable, each and all of the foregoing without presentment, demand, protest protest, notice of default, NOTICE OF INTENT TO ACCELERATE, NOTICE OF ACCELERATION or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law; Borrower, and (iii) terminate if requested by the Required Banks, by notice to Borrower, exercise any Letter or all of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and Banks' Rights under any or all of the Borrower agrees that upon receipt of such noticeSecurity Documents, or provided however, upon the occurrence of an any Event of Default specified in Section 11.5 with respect to 7.1(e) or Section 7.1(f), all of the Commitments shall thereupon automatically and immediately terminate and the principal of, and all earned and accrued interest on the Notes then outstanding and all other accrued and unpaid Obligations shall thereupon be and become automatically and immediately due and payable, each and all of the foregoing without presentment, demand, protest, notice of default, NOTICE OF INTENT TO ACCELERATE, NOTICE OF ACCELERATION or other notice of any kind, all of which are hereby waived by Borrower, it will pay) to . If any amount payable under any of the Administrative Agent Loan Documents is not paid when due the outstanding and unpaid portion of such amount shall bear interest at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodRate.

Remedies Upon Event of Default. If an any Event of Default occurs and is continuing, then, and in every such event (other than an event described in Sections 8.1(h) or 8.1(i)), and at any time thereafter during the continuance of such event, the Administrative Agent shallmay, upon and at the written request of the Required LendersLenders shall, by written notice to Holdingsthe Borrower, take any either or all both of the following actions, without prejudice to actions (whether before or after the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (iClosing Date), (ii), (iii), and (iv) below shall occur automatically without at the giving of any such notice): same or different times: (i) declare terminate the Total Revolving Credit Commitment Commitments, and Swingline Commitment terminated, whereupon thereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, Commitments shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations then outstanding to be, whereupon the same shall become, forthwith be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of each Loan Party accrued under the Loan Documents, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to Borrower; and in case of any event described in Sections 8.1(h) or 8.1(i), the extent permitted by applicable law; Commitments shall automatically terminate (iiiwhether before or after the Closing Date) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt principal of such noticethe Loans then outstanding, together with accrued interest thereon and all fees and other obligations of each Loan Party accrued under the Loan Documents, shall automatically become due and payable, without presentment, demand, protest or upon the occurrence other notice of an Event any kind, all of Default specified in Section 11.5 with respect to which are hereby waived by the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period.

Remedies Upon Event of Default. If (a) In the case of an Event of Default occurs and is continuingDefault, at any time thereafter during the continuance of such Event of Default, the Administrative Agent shallmay, upon and at the written request of the Required Lenders, shall, by written notice to Holdingsthe Borrower Representative, take any one or all more of the following actions, without prejudice to at the rights same or different times: (i) terminate the Maximum Commitments, and thereupon the Maximum Commitments shall terminate immediately, (ii) terminate the Reinvestment Period, (iii) require that the applicable Loan Party remove the managers of the Administrative Agent or any Lender to enforce its claims against Holdings Borrower and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice each Depositor and appoint a replacement manager approved by the Administrative Agent as specified in clauses (i)pursuant to the terms of the applicable Governing Documents, (ii)iv) [omitted], (iiiv) terminate the Borrower’s right to make disbursements from the Collection Accounts and the Subaccounts, (vi) exercise any all remedies available to the Agent and the Lenders under the Security Documents and/or (vii) declare the Note and the Loan then outstanding to be due and payable in whole (or in part, in which case any portion of the Principal Amount not so declared to be due and payable may thereafter be declared to be due and payable), and (iv) below shall occur automatically without thereupon the giving of Principal Amount so declared to be due and payable, together with accrued interest thereon and all charges, fees, expenses, indemnities and other Obligations owing or payable hereunder or under any such notice): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may beother Loan Document, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations to beimmediately, whereupon the same shall become, forthwith due and payable without presentment, demand, protest protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable lawBorrower; (iii) terminate any Letter of Credit provided, however, that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under described in Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.711.1(f), the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; Maximum Commitments and the Borrower Reinvestment Period shall not be permitted automatically terminate and the Note and the Principal Amount, together with accrued interest thereon and all charges, fees, expenses, indemnities and other Obligations owing or payable hereunder or under any other Loan Document shall automatically become due and payable, without presentment, demand, protest, notice of intent to borrow Revolving Credit Loans and Letters accelerate, notice of Credit shall not be issued acceleration or renewed unless and until other notice of any kind, all of which are hereby waived by the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodBorrowers.

Remedies Upon Event of Default. If an any Event of Default occurs and is continuing, then, and in every such event (other than an event described in Section 8.1(i) or (j)), and at any time thereafter during the continuance of such event, the Administrative Agent shallmay, upon and at the written request of the Required LendersLenders shall, by written notice to Holdingsthe Borrowers, take any or all of the following actions, without prejudice to actions (whether before or after the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (iClosing Date), (ii), (iii), and (iv) below shall occur automatically without at the giving of any such notice): same or different times: (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon terminate the Revolving Credit Commitment Commitments, and Swingline Commitmentthereupon the Revolving Commitments shall terminate immediately, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations then outstanding to be, whereupon the same shall become, forthwith be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of each Borrower accrued under the Loan Documents, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law; each Borrower, and/or (iii) terminate any Letter of Credit require that may be terminated the Borrowers, jointly and severally, Cash Collateralize the L/C Obligations (in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, amount equal to the aggregate Stated Minimum Collateral Amount with respect 91 thereto) and thereupon such Cash Collateral shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all Letters of Credit issued which are hereby waived by each Borrower, and then outstanding. In the in case of an Event of Default under any event described in Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a8.1(i) or (bj), the Revolving Commitments shall automatically terminate (whether before or after the Closing Date) the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of each Borrower accrued under the Loan Documents, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are required to be delivered in respect hereby waived by each Borrower and Cash Collateral for the L/C Obligations as described above shall automatically become due and payable, without presentment, demand, protest or other notice of such fiscal periodany kind, all of which are hereby waived by each Borrower.

Remedies Upon Event of Default. If an any Event of Default occurs and is continuing, then, and in every such event (other than an event described in Section 8.1(h) or (i)), and at any time thereafter during the continuance of such event, the Administrative Agent shallmay, upon and at the written request of the Required LendersLenders shall, by written notice to HoldingsLead Borrower, take any either or all both of the following actions, without prejudice to actions (whether before or after the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (iClosing Date), (ii), (iii), and (iv) below shall occur automatically without at the giving of any such notice): same or different times: (i) declare terminate the Total Revolving Credit Commitment Commitments, and Swingline Commitment terminatedthereupon the Commitments shall terminate immediately, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations then outstanding to be, whereupon the same shall become, forthwith be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of each Loan Party accrued under the Loan Documents, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law; Borrowers, and (iii) terminate any Letter of Credit require that may be terminated the Borrowers Cash Collateralize the L/C Obligations in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, amount equal to the aggregate Stated Minimum Collateral Amount with respect thereto and thereupon such Cash Collateral shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all Letters of Credit issued which are hereby waived by the Borrowers, and then outstanding. In the in case of an Event of Default under any event described in Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a8.1(h) or (bi), the Commitments shall automatically terminate (whether before or after the Closing Date) the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of each Loan Party accrued under the Loan Documents, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are required to be delivered in respect hereby waived by the Borrowers and Cash Collateral for the L/C Obligations as described above shall automatically become due and payable, without presentment, demand, protest or other notice of such fiscal period.any kind, all of which are hereby waived by the Borrowers. 141

Remedies Upon Event of Default. If an Event of Default occurs and is continuingcontinuing (other than in the case of an Event of Default under Section 11.3(a) with respect to any default of performance or compliance with the covenant under Section 10.7), the Administrative Agent shallmay, upon at the written request of the Required Lenders, by written notice to Holdingsthe Parent Borrower, take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the BorrowerBorrowers, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 (solely with respect to a Borrower) shall occur with respect to the Parent Borrower or Holdingsthe Subsidiary Borrower, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i1), (ii2), (iii3), and (iv4) below shall occur automatically without the giving of any such notice): (i1) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii2) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower Borrowers to the extent permitted by applicable law; (iii3) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv4) direct the Parent Borrower to pay (and the each Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the such Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s Borrowers’ respective reimbursement obligations for Unpaid Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, 10.7 (provided that during the pendency of any right of the Parent Borrower to exercise a Cure Right meeting the requirements of Section 11.4 the actions described above in this sentence may not be taken), and at any time thereafter during the continuance of such event, the Administrative Agent may, at the written request of the Required Revolving Credit Lenders, by written notice to the Parent Borrower, take either or both of the following actions, at the same or different times: (i) declare the Total Revolving Credit Commitment terminated, whereupon the Revolving Credit Commitment, if any, of each Lender shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the Revolving Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter, during the continuance of such event, be declared to be due and payable), and thereupon the principal of the Revolving Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers (to the extent permitted by applicable law); (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Parent Borrower to pay (and each Borrower agrees that upon receipt of such notice, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrowers’ respective reimbursement obligations for Unpaid Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. Notwithstanding the foregoing, in no event shall the Administrative Agent, the Collateral Agent or any Secured Party be permitted to occur only following terminate any commitment, accelerate any obligation or take any other enforcement or remedial step described in this Section 11.12 with respect to any event or circumstance either publicly reported, or reported to the expiration of Administrative Agent or the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or Lenders, more than two years prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) such proposed termination, acceleration or (b) are required to be delivered in respect of such fiscal periodother enforcement or remedial step.

Remedies Upon Event of Default. If Without limiting any other rights or remedies of the Creditors provided for elsewhere in this Agreement, or the Loan Documents, or by applicable Law, or in equity, or otherwise: (a) Upon the occurrence, and during the continuance, of any Event of Default other than an Event of Default occurs described in Section 9.1(k): (1) the commitment to make Advances and is continuing, the Administrative Agent shall, upon the written request all other obligations of the Required Lenders, by written Creditors and all rights of Borrower and any other Parties under the Loan Documents shall be suspended without notice to Holdingsor demand upon Borrower, take any or which are expressly waived by Borrower, except that all of the following actionsBanks or the Requisite Banks (as the case may be, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if accordance with Section 11.2) may waive an Event of Default specified in Section 11.5 shall occur with respect or, without waiving, determine, upon terms and conditions satisfactory to the Borrower Banks or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline LenderRequisite Banks, as the case may be, to reinstate the Commitment and make further Advances, which waiver or determination shall apply equally to, and shall be binding upon, all the Banks; and (2) the Requisite Banks may request the Administrative Agent to, and the Administrative Agent thereupon shall, terminate the Commitment, demand that Borrower deposit cash collateral for all Letters of Credit in the amount thereof with the Issuing Bank and/or declare all or any part of the unpaid principal of all Notes, all interest accrued and unpaid thereon and all other amounts payable under the Loan Documents to be forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations to bepayable, whereupon the same shall become, become and be forthwith due and payable payable, without protest, presentment, demandnotice of dishonor, protest demand or other further notice of any kind, all of which are hereby expressly waived by the Borrower to the extent permitted by applicable law; Borrower. (iiib) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon Upon the occurrence of an any Event of Default specified described in Section 11.5 with respect 9.1(k): (1) the commitment to make Advances and all other obligations of the Creditors and all rights of Borrower and any other Parties under the Loan Documents shall terminate without notice to or demand upon Borrower, it will pay) which are expressly waived by Borrower, except that all the Banks may waive the Event of Default or, without waiving, determine, upon terms and conditions satisfactory to all the Administrative Agent at the Administrative Agent’s Office such additional amounts of cashBanks, to reinstate the Commitment and make further Advances, which determination shall apply equally to, and shall be held as security binding upon, all the Banks; and (2) the unpaid principal of all Notes, all interest accrued and unpaid thereon and all other amounts payable under the Loan Documents shall be forthwith due and payable, without protest, present- ment, notice of dishonor, demand or further notice of any kind, all of which are expressly waived by Borrower, and Borrower shall be obligated to immediately deposit cash collateral for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstandingwith the Issuing Bank in the amount thereof. In (c) Upon the case occurrence of an any Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7Default, the actions described above will be permitted Creditors, or any of them, without notice to occur (except as expressly provided for in any Loan Document) or demand upon Borrower, which are expressly waived by Borrower (except as to notices expressly provided for in any Loan Document), may proceed (but only following with the expiration consent of the ability Requisite Banks) to effectuate protect, exercise and enforce their rights and remedies under the Cure Right if Loan Documents against Borrower and any other Party and such Cure Right has not been so exercised; other rights and remedies as are provided by Law or equity. (d) The order and manner in which the Banks' rights and remedies are to be exercised shall be deter- mined by the Requisite Banks in their sole discretion, and all payments received by the Creditors, shall be applied first to the costs and expenses (including attorneys' fees and disbursements and the Borrower shall not be permitted to borrow Revolving Credit Loans allocated costs of attorneys employed by the Administrative Agent) of the Creditors, and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior thereafter paid pro rata to the expiration Banks in the same proportions that the aggregate Obligations owed to each Bank under the Loan Documents bear to the aggregate Obligations owed under the Loan Documents to all the Banks, without priority or preference among the Banks. Regardless of how each Bank may treat payments for the purpose of its own accounting, for the purpose of computing Borrower's Obligations hereunder and under the Notes, payments shall be applied first, to the costs and expenses of the 10th Business Day following Creditors, as set forth above, second, to the payment of accrued and unpaid interest due under any Loan Documents to and including the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodapplica- tion (ratably, and without duplication, according to the accrued and unpaid interest due under each of the Loan Documents), and third, to the payment of all other amounts (including principal and fees) then owing to the Creditors under the Loan Documents. No application of payments will cure any Event of Default, or prevent acceleration, or continued acceleration, of amounts payable under the Loan Documents, or prevent the exercise, or continued exercise, of rights or remedies of the Banks hereunder or thereunder or at Law or in equity.

Remedies Upon Event of Default. If an any Event of Default occurs and is continuingcontinuing then, and in every such event (other than an event with respect to the Borrower described in Section 7.01(f), and at any time thereafter during the continuance of such event, the Administrative Agent shallmay, upon and at the written request of the Required LendersLenders shall, by written notice to Holdingsthe Borrower, take any either or all both of the following actions, without prejudice to at the rights of the Administrative Agent same or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): different times: (i) declare terminate the Total Revolving Credit Commitment Commitments, and Swingline Commitment terminatedthereupon the Commitments shall terminate immediately, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations then outstanding to be, whereupon the same shall become, forthwith be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other Obligations of the Borrower accrued hereunder and under the other Loan Documents, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower Borrower; and in case of any event with respect to the extent permitted by applicable law; (iii) Borrower described in Section 7.01(f), the Commitments shall automatically terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt principal of such noticethe Loans then outstanding, together with accrued interest thereon and all fees and other Obligations accrued hereunder and under the other Loan Documents, shall automatically become due and payable, without presentment, demand, protest or upon other notice of any kind, all of which are hereby waived by the Borrower. Upon the occurrence and during the continuance of an Event of Default specified in Section 11.5 with respect to Default, the BorrowerAdministrative Agent may, it will pay) and at the request of the Required Lenders shall, exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe law or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodequity.

Remedies Upon Event of Default. If an Event of Default occurs shall have occurred and is be continuing, the then Administrative Agent shallmay, and, upon the written request direction of the Required Lenders, by written notice to Holdings, take shall: (a) suspend the Commitments of Lenders and any or all obligation of the following actions, without prejudice Letter of Credit Issuer to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an make L/C Credit Extensions until such Event of Default specified in Section 11.5 shall occur with respect is cured; (b) terminate the Commitment of Lenders and any obligation of the Letter of Credit Issuer to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses make L/C Credit Extensions hereunder; (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): (ic) declare the Total Revolving Credit Commitment unpaid principal amount of all outstanding Loans, all interest accrued and Swingline Commitment terminatedunpaid thereon, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender all other amounts owing or the Swingline Lender, as the case may be, shall forthwith terminate payable hereunder or under any other Loan Document to be immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice (including the liability to fund the Letter of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Credit Obligations to behereunder), whereupon the same shall become, forthwith become due and payable without presentment, demand, protest protest, notice of default, notice of acceleration, or of intention to accelerate or other notice of any kind all of which each Borrower Party hereby expressly waives, anything contained herein or in any other Loan Document to the contrary notwithstanding; (d) require that each Borrower Party Cash Collateralize its respective Letter of Credit Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto); (e) cause the Managing Entities to notify the Investors to make Capital Calls in an amount equal to the Obligations as contemplated in Section 10.03; (f) subject to Section 10.03, exercise any right, privilege, or power set forth in the Loan Documents, including, but not limited to, the initiation of Capital Calls of the Capital Commitments (except to the extent a non-exempt “prohibited transaction” under ERISA would result therefrom); (g) subject to Section 10.03, notify any or all parties obligated to a Borrower with respect to 4839-3568-8659 v.44820-4713-6753 v.6 115 the Capital Commitments to make all payments due or to become due thereon to the Collateral Accounts or directly to Administrative Agent on behalf of Secured Parties, at a different account number; or (h) subject to the last sentence of the last paragraph of this Section, without notice of default or demand, pursue and enforce any of Administrative Agent’s or Secured Parties’ rights and remedies under the Loan Documents, or otherwise provided under or pursuant to any applicable law or agreement (except to the extent a non-exempt “prohibited transaction” under ERISA would result therefrom); provided, however, that if any Event of Default specified in Section 10.01(g) or Section 10.01(h) shall occur, the obligation of each Lender to make Loans and any obligation of the Letter of Credit 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 Borrower Parties to Cash Collateralize the Letter of Credit Obligations as aforesaid with automatically then become effective, in case without further act of Administrative Agent, Letter of Credit Issuer or any Lender, and without presentment, demand, protest, notice of default, notice of acceleration, or of intention to accelerate or other notice of any kind, all of which are each Borrower Party hereby waived by the Borrower to the extent permitted by applicable law; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodexpressly waives.

Remedies Upon Event of Default. If an Event of Default occurs and is continuingcontinuing (other than in the case of an Event of Default under Section 11.3(a) with respect to any default of performance or compliance with the covenant under Section 10.7), the Administrative Agent shall, upon the written request of the Required Lenders, by written notice to Holdings, take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the BorrowerBorrowers, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower Borrowers or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower Borrowers to the extent permitted by applicable law; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower Borrowers to pay (and the Borrower agrees Borrowers agree that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the BorrowerBorrowers, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s Borrowers’ respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, provided that the actions hereinafter described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; , and at any time thereafter during the Borrower shall continuance of such event, the Administrative Agent shall, upon the written request of the Required Revolving Credit Lenders, by written notice to Holdings, take either or both of the following actions, at the same or different times (except the following actions may not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period.taken until

Remedies Upon Event of Default. If an any Event of Default occurs and is continuingcontinuing then, and in every such event (other than an event with respect to any Borrower described in Section 7.01(f), and at any time thereafter during the continuance of such event, the Administrative Agent shallmay, upon and at the written request of the Required LendersLenders shall, by written notice to Holdingsthe Company, take any either or all both of the following actions, without prejudice to at the rights of the Administrative Agent same or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): different times: (i) declare terminate the Total Revolving Credit Commitment Commitments, and Swingline Commitment terminatedthereupon the Commitments shall terminate immediately, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations then outstanding to be, whereupon the same shall become, forthwith be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other Obligations of the Borrowers accrued hereunder and under the other Loan Documents, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law; Borrowers, and (iii) terminate any Letter of Credit that may be terminated require cash collateral for the LC Exposure in accordance with its termsSection 2.06(j); and/or (ivand in case of any event with respect to any Borrower described in Section 7.01(f) direct of this Article, the Borrower to pay (Commitments shall automatically terminate and the Borrower agrees that upon receipt principal of such noticethe Loans then outstanding and cash collateral for the LC Exposure, together with accrued interest thereon and all fees and other Obligations accrued hereunder and under the other Loan Documents, shall automatically become due and payable, without presentment, demand, protest or upon other notice of any kind, all of which are hereby waived by the Borrowers. Upon the occurrence and during the continuance of an Event of Default specified in Section 11.5 with respect to Default, the BorrowerAdministrative Agent may, it will pay) and at the request of the Required Lenders shall, exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe law or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodequity.

Remedies Upon Event of Default. If an In the case of every such Event of Default occurs (a) until the Acquisition Effective Date, as set forth in Sections 7.01 and is continuing(b) from and after the Acquisition Effective Date, Section 7.02 (other than an event with respect to the Borrower described in Section 7.01(e), Section 7.01(f), Section 7.02(h), Section 7.02(i) or Section 7.02(j)), and at any time thereafter during the continuance of such event, the Administrative Agent shallmay, upon and at the written request of the Required LendersLenders shall, by written notice to Holdingsthe Borrower, take any either or all both of the following actions, without prejudice to at the rights of the Administrative Agent same or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses different times: (i), ) terminate the Commitments (ii), (iiiif any), and (iv) below thereupon the Commitments shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment terminate immediately, and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations then outstanding to be, whereupon the same shall become, forthwith be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower Borrower; and in case of any event with respect to the extent permitted by applicable law; Borrower described in Section 7.01(e), Section 7.01(f), Section 7.02(h), Section 7.02(i) or Section 7.02(j), the Commitments (iiiif any) shall automatically terminate any Letter and the principal of Credit that may be terminated in accordance the Loans then outstanding, together with its terms; and/or (iv) direct accrued interest thereon and all fees and other obligations of the Borrower to pay (accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower agrees that upon receipt of such notice, or upon Borrower. Upon the occurrence and during the continuance of an Event of Default specified in Section 11.5 with respect but subject to the BorrowerIntercreditor Agreements, it will pay) the Administrative Agent and the Collateral Agent may, and at the request of the Required Lenders shall, exercise any rights and remedies provided to the Administrative Agent or the Collateral Agent under the Loan Documents or at law or in equity, including all remedies provided under the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodUCC.

Remedies Upon Event of Default. If an any Event of Default occurs and is continuing, the Administrative Agent shall, upon at the written request of of, or may, with the consent of, the Required Lenders, by written notice to Holdings, take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement : (provided that, a) if such event is an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): clause (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect paragraph (f) of all Loans and all Obligations to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 8.1 with respect to the Borrower, it will paythe Commitments shall immediately terminate automatically and the Loans (with accrued interest thereon) to and all other amounts owing under this Agreement and the other Loan Documents shall automatically immediately become due and payable, and (b) if such event is any other Event of Default, any of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent at may, or upon the request of the Required Lenders, the Administrative Agent’s Office such additional amounts of cashAgent shall, by notice to the Borrower declare the Revolving Commitments, the Term Commitments, the Swingline Commitments and the L/C Commitments to be held as security for terminated forthwith, whereupon the Revolving Commitments, the Term Commitments, the Swingline Commitments and the L/C Commitments shall immediately terminate; (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower’s respective reimbursement obligations for Drawings that , declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable; (iii) any Cash Management Bank may subsequently occur thereunderterminate any Cash Management Agreement then outstanding and declare all Obligations then owing by the Group Members under any such Cash Management Agreements then outstanding to be due and payable forthwith, equal whereupon the same shall immediately become due and payable; and (iv) the Administrative Agent may exercise on behalf of itself, any Cash Management Bank, the Lenders and the Issuing Lender all rights and remedies available to it, any such Cash Management Bank, the aggregate Stated Amount of Lenders and the Issuing Lender under the Loan Documents. With respect to all Letters of Credit issued and then outstanding. In with respect to which presentment for honor shall not have occurred at the case time of an Event of Default under Section 11.3(a) in respect of a failure acceleration pursuant to observe or perform the covenant under Section 10.7this paragraph, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not Cash Collateralize an amount equal to 105% of the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts so Cash Collateralized shall be permitted applied by the Administrative Agent to borrow Revolving Credit Loans the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall not have expired or been fully drawn upon, if any, shall be issued or renewed unless and until the Cure Right is made on or prior applied to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period.repay other

Remedies Upon Event of Default. If an any Event of Default occurs and is continuing, the Administrative Agent shall, upon at the written request of of, or may, with the consent of, the Required Lenders, by written notice to Holdings, take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement : (provided that, a) if such event is an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): clause (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect paragraph (f) of all Loans and all Obligations to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 8.1 with respect to the Borrower, it will paythe Commitments shall immediately terminate automatically and the Loans (with accrued interest thereon) to and all other amounts owing under this Agreement and the other Loan Documents shall automatically immediately become due and payable, and (b) if such event is any other Event of Default, any of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent at may, or upon the request of the Required Lenders, the Administrative Agent’s Office such additional amounts of cashAgent shall, by notice to the Borrower declare the Revolving Commitments, the Term Commitments, the Swingline Commitments and the L/C Commitments to be held as security for terminated forthwith, whereupon the Revolving Commitments, the Term Commitments, the Swingline Commitments and the L/C Commitments shall immediately terminate; (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower’s respective reimbursement obligations for Drawings that , declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable; (iii) any Cash Management Bank may subsequently occur thereunderterminate any Cash Management Agreement then outstanding and declare all Obligations then owing by the Group Members under any such Cash Management Agreements then outstanding to be due and payable forthwith, equal whereupon the same shall immediately become due and payable; and (iv) the Administrative Agent may exercise on behalf of itself, any Cash Management Bank, the Lenders and the Issuing Lender all rights and remedies available to it, any such Cash Management Bank, the aggregate Stated Amount of Lenders and the Issuing Lender under the Loan Documents. With respect to all Letters of Credit issued and then outstanding. In with respect to which presentment for honor shall not have occurred at the case time of an Event of Default under Section 11.3(a) in respect of a failure acceleration pursuant to observe or perform the covenant under Section 10.7this paragraph, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not Cash Collateralize an amount equal to 105% of the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts so Cash Collateralized shall be permitted applied by the Administrative Agent to borrow Revolving Credit Loans the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall not have expired or been fully drawn upon, if any, shall be issued or renewed unless applied to repay other Obligations of the Borrower hereunder and until under the Cure Right is made on or prior other Loan Documents in accordance with Section 8.3. In addition, (x) the Borrower shall also Cash Collateralize the full amount of any Swingline Loans then outstanding, and (y) to the expiration extent elected by any applicable Cash Management Bank, the Borrower shall also Cash Collateralize the amount of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered any Obligations in respect of Cash Management Services then outstanding, which Cash Collateralized amounts shall be applied by the Administrative Agent to the payment of all such fiscal period.outstanding Cash Management Services, and any unused portion thereof remaining after all such Cash Management Services shall have been fully paid and

Remedies Upon Event of Default. If an Event of Default occurs and is continuingcontinuing (other than in the case of an Event of Default under Section 11.3(a) with respect to any default of performance or compliance with the covenant under Section 10.7), the Administrative Agent shall, upon the written request of the Required Lenders, by written notice to Holdingsthe Borrower, take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued and unpaid interest and fees in respect of all Loans and all Obligations to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law; (iii) request that the applicable Letter of Credit Issuer terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Unpaid Drawings that may subsequently occur thereunder, equal to the aggregate Stated Minimum Collateral Amount in respect of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, provided that the actions hereinafter described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; , and at any time thereafter during the Borrower shall continuance of such event, the Administrative Agent shall, upon the written request of the Required Revolving Credit Lenders, by written notice to the Borrower, take either or both of the following actions, at the same or different times (except the following actions may not be permitted taken until the ability to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until exercise the Cure Right is made on under Section 11.14 has expired (but may be taken as soon as the ability to exercise the Cure Right has expired and it has not been so exercised)): (i) declare the Total Revolving Credit Commitment terminated, whereupon the Revolving Credit Commitment, if any, of each Lender, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; and (ii) declare the Revolving Loans then outstanding to be due and payable in whole (or prior in part, in which case any principal not so declared to be due and payable may thereafter, during the continuance of such event, be declared to be due and payable), and thereupon the principal of the Revolving Loans so declared to be due and payable, together with accrued and unpaid interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower (to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodextent permitted by applicable law).

Remedies Upon Event of Default. If an any Event of Default occurs and is continuing, then, and in every such event (other than an event described in Section 8.1(h) or (i)), and at any time thereafter during the Administrative Agent shallcontinuance of such event, upon the written request of the Required LendersLender may, by written notice to Holdingsthe Borrower, take any either or all both of the following actions, without prejudice to actions (whether before or after the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (iClosing Date), (ii), (iii), and (iv) below shall occur automatically without at the giving of any such notice): same or different times: (i) declare terminate the Total Revolving Credit Commitment Commitments, and Swingline Commitment terminatedthereupon the Commitments shall terminate immediately, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations then outstanding to be, whereupon the same shall become, forthwith be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of each Loan Party accrued under the Loan Documents, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law; Borrowers, and (iii) terminate any Letter of Credit require that may be terminated the Borrowers Cash Collateralize the L/C Obligations (in accordance with its terms; and/or (iv) direct an amount equal to the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 Minimum Collateral Amount with respect to thereto) and thereupon such Cash Collateral shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the in case of an Event of Default under any event described in Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a8.1(h) or (bi), the Commitments shall automatically terminate (whether before or after the Closing Date) the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of each Loan Party accrued under the Loan Documents, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are required to be delivered in respect hereby waived by the Borrowers, and Cash Collateral for the L/C Obligations as described above shall automatically become due and payable, without presentment, demand, protest or other notice of such fiscal periodany kind, all of which are hereby waived by the Borrower.

Remedies Upon Event of Default. If an any Event of Default occurs and is continuing, the Administrative Agent shall, upon at the written request of of, or may, with the Required consent of, the Majority Lenders, by written notice to Holdings, take any or all of the following actions, without prejudice to at the rights of the Administrative Agent same or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): different times: (i) declare terminate the Total Revolving Credit Commitment Aggregate Commitments, and Swingline Commitment terminatedthereupon the Aggregate Commitments shall terminate immediately, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations then outstanding to be, whereupon the same shall become, forthwith be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other Secured Obligations of the Borrower accrued hereunder and under the other Loan Documents, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law; and (iii) terminate any Letter of Credit that may be terminated require cash collateral for the LC Exposure in accordance with its termsSection 2.04(j) hereof; and/or (ivand in case of any event described in Section 7.01(g) direct or Section 7.01(h), the Borrower to pay (Aggregate Commitments shall automatically terminate and the Borrower agrees that upon receipt principal of such noticethe Loans then outstanding and cash collateral for the LC Exposure, together with accrued interest thereon and all fees and other Secured Obligations accrued hereunder and under the other Loan Documents, shall automatically become due and payable, without presentment, demand, protest or upon other notice of any kind, all of which are hereby waived by the Borrower. Upon the occurrence and during the continuance of an Event of Default specified in Section 11.5 with respect to Default, the BorrowerAdministrative Agent may, it will pay) and at the request of the Majority Lenders shall, exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued UCC and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right each jurisdiction where Mortgaged Property is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodlocated.

Remedies Upon Event of Default. If an any Event of Default occurs and is continuingcontinuing then, and in every such event (other than an event with respect to any Borrower described in Section 7.01(f), and at any time thereafter during the continuance of such event, the Administrative Agent shallmay, upon and at the written request of the Required LendersLenders shall, by written notice to Holdingsthe Company, take any either or all both of the following actions, without prejudice to at the rights of the Administrative Agent same or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): different times: (i) declare terminate the Total Revolving Credit Commitment Commitments, and Swingline Commitment terminatedthereupon the Commitments shall terminate immediately, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations then outstanding to be, whereupon the same shall become, forthwith be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other Obligations of the Borrowers accrued hereunder and under the other Loan Documents, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers; and in case of any event with respect to any Borrower to described in Section 7.01(f) of this Article, the extent permitted by applicable law; (iii) Commitments shall automatically terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt principal of such noticethe Loans then outstanding, together with accrued interest thereon and all fees and other Obligations accrued hereunder and under the other Loan Documents, shall automatically become due and payable, without presentment, demand, protest or upon other notice of any kind, all of which are hereby waived by the Borrowers. Upon the occurrence and during the continuance of an Event of Default specified in Section 11.5 with respect to Default, the BorrowerAdministrative Agent may, it will pay) and at the request of the Required Lenders shall, exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe law or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodequity.

Remedies Upon Event of Default. If an any Event of Default occurs and is continuing, the Administrative Agent shall, upon at the written request of of, or may, with the consent of, the Required Lenders, by written notice to Holdings, take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement : (provided that, a) if such event is an Event of Default specified in Section 11.5 shall occur 8.1(k) or clause (i) or (ii) of paragraph (f) of Section 8.1 with respect to the Borrower or Holdingsany Loan Party, the result that would occur upon Commitments shall immediately terminate automatically and the giving Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents shall automatically immediately become due and payable, and (b) if such event is any other Event of written notice by Default, any of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent as specified in clauses (i)may, (ii)or upon the request of the Required Lenders, (iii)the Administrative Agent shall, and (iv) below shall occur automatically without by notice to the giving of any such notice): (i) Administrative Borrower declare the Total Revolving Credit Commitment Commitments, the Swingline Commitments and Swingline Commitment terminatedthe L/C Commitments to be terminated forthwith, whereupon the Revolving Credit Commitment and Swingline CommitmentCommitments, if any, of each Lender or the Swingline Lender, as Commitments and the case may be, L/C Commitments shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kindterminate; (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Administrative Borrower, declare the principal of and any Loans (with accrued interest and fees in respect of all Loans thereon) and all Obligations other amounts owing under this Agreement and the other Loan Documents to bebe due and payable forthwith, whereupon the same shall become, forthwith immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable lawpayable; (iii) any Cash Management Bank may terminate any Specified Cash Management Agreement then outstanding and declare all Obligations then owing by the Loan Parties under any such Specified Cash Management Agreements then outstanding to be due and payable forthwith, whereupon the same shall immediately become due and payable; and (iv) the Administrative Agent may exercise on behalf of itself, any Cash Management Bank, the Lenders and the Issuing Lender all rights and remedies available to it, any such Cash Management Bank, the Lenders and the Issuing Lender under the Loan Documents. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the Borrower shall Cash Collateralize an amount equal to 103% (110% in the case of any Letter of Credit that may be terminated in accordance with its terms; and/or (iva currency other than Dollars) direct of the Borrower to pay (aggregate then undrawn and the Borrower agrees that upon receipt unexpired amount of such notice, or upon the occurrence Letters of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to Credit. Amounts so Cash Collateralized shall be applied by the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount payment of all drafts drawn under such Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7Credit, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and unused portion thereof after all such Letters of Credit shall not have expired or been fully drawn upon, if any, shall be issued or renewed unless applied to repay other Obligations of the Borrower hereunder and until under the Cure Right is made on or prior other Loan Documents in accordance with Section 8.3. In addition, (x) the Borrower shall also Cash Collateralize the full amount of any Swingline Loans then outstanding, and (y) to the expiration extent elected by any applicable Cash Management Bank, the Borrower shall also Cash Collateralize the amount of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered any Obligations in respect of such fiscal period.Cash

Remedies Upon Event of Default. (a) If an Event of Default occurs shall have occurred and is be continuing, the then Administrative Agent shallmay, and, upon the written request direction of the Required Lenders, by written notice to Holdings, take shall: (i) suspend the Commitments of Lenders and any or all obligation of the following actions, without prejudice Letter of Credit Issuer to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an make L/C Credit Extensions until such Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kindis cured; (ii) terminate the Commitment of Lenders and any obligation of the Letter of Credit Issuer to make L/C Credit Extensions hereunder; (iii) declare the unpaid principal of and any accrued interest and fees in respect amount of all Loans outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable (including the liability to fund the Letter of Credit Obligations to behereunder), whereupon the same shall become, forthwith become due and payable without presentment, demand, protest protest, notice of default, notice of acceleration, or of intention to accelerate or other notice of any kind, kind all of which are each Loan Party hereby waived by the Borrower expressly waives, anything contained herein or in any other Loan Document to the extent permitted by applicable lawcontrary notwithstanding; (iiiiv) terminate any require that Borrower Cash Collateralize its respective Letter of Credit that may be terminated Obligations (in accordance an amount equal to the Minimum Collateral Amount with its termsrespect thereto); and/or (ivv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such noticeexercise any right, privilege, or upon power set forth in Section 5.02, including, but not limited to, the occurrence initiation of an Capital Call Notices of the Capital Commitments; or (vi) without notice of default or demand, pursue and enforce any of Administrative Agent’s or Lenders’ rights and remedies under the Loan Documents, or otherwise provided under or pursuant to any applicable law or agreement; provided, however, that if any Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period11.

Remedies Upon Event of Default. If Upon the occurrence of an Event of Default occurs Default, and is continuingin every such event and at any time thereafter during the continuance of such event, and without further order of or application to the Bankruptcy Court, Administrative Agent shall, upon at the written request of of, or may, with the consent of, the Required Lenders, Lenders by written notice to HoldingsBorrower (with a copy to counsel for the Official Creditors’ Committee, to the Pre-Petition Agents and to the United States Trustee for the District of Delaware), take any one or all more of the following actions, without prejudice at the same or different times (provided, that with respect to the rights enforcement of Liens or other remedies with respect to the Collateral under clause (d) below, Administrative Agent shall provide Borrower (with a copy to counsel for the Official Creditors’ Committee and to the United States Trustee for the District of Delaware) with five (5) Business Days’ written notice prior to taking the action contemplated thereby; in any hearing after the giving of the Administrative Agent or aforementioned notice, the only issue that may be raised by any Lender to enforce its claims against Holdings and the Borrowerparty in opposition thereto being whether, except as otherwise specifically provided for in this Agreement (provided thatfact, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), has occurred and (iv) below shall occur automatically without the giving of any such noticeis continuing): (ia) terminate forthwith the Commitments; (b) declare the Total Revolving Credit Commitment Loans then outstanding to be forthwith due and Swingline Commitment terminatedpayable, whereupon the Revolving Credit Commitment unpaid principal amount of all outstanding Loans, together with accrued and Swingline Commitment, if any, of each Lender unpaid interest thereon and any unpaid accrued fees and all other amounts owing or the Swingline Lender, as the case may bepayable hereunder or under any other Loan Document, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations to be, whereupon the same shall become, forthwith due and payable payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrower and the Borrower Guarantors, anything contained herein or in any other Loan Document to the extent permitted by applicable lawcontrary notwithstanding; (iiic) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the require Borrower to pay (and the Borrower agrees that Guarantors upon receipt demand to forthwith Cash Collateralize the L/C Obligations (in an amount equal to 103% of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect then Outstanding Amount thereof) and (d) exercise any and all remedies under the Loan Documents and under applicable law available to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; Agents and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodLenders.

Remedies Upon Event of Default. If an any Event of Default occurs and is continuing, then, and in every such event (other than an event described in Section 8.1(h) or (i)), and at any time thereafter during the continuance of such event, the Administrative Agent shallmay, upon and at the written request of the Required LendersLenders shall, by written notice to Holdingsthe Borrower Agent, take any either or all both of the following actions, without prejudice to actions (whether before or after the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (iClosing Date), (ii), (iii), and (iv) below shall occur automatically without at the giving of any such notice): same or different times: (i) declare terminate the Total Revolving Credit Commitment Commitments, and Swingline Commitment terminatedthereupon the Commitments shall terminate immediately, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations then outstanding to be, whereupon the same shall become, forthwith be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of each Loan Party accrued under the Loan Documents, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law; (iii) terminate each Loan Party, and in case of any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified event described in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a8.1(h) or (bi), the Commitments shall automatically terminate (whether before or after the Closing Date) the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of each Loan Party accrued under the Loan Documents, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are required to be delivered in respect of such fiscal periodhereby waived by each Loan Party.

Remedies Upon Event of Default. If an Event of Default occurs and is continuingcontinuing (other than in the case of an Event of Default under Section 11.3(a) with respect to any default of performance or compliance with the covenant under Section 10.7), the Administrative Agent shall, upon the written request of the Required Lenders, by written notice to Holdings, take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the BorrowerBorrowers, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower Borrowers or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower Borrowers to the extent permitted by applicable law; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower Borrowers to pay (and the Borrower agrees Borrowers agree that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the BorrowerBorrowers, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s Borrowers’ respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, provided that the actions hereinafter described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; , and at any time thereafter during the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect continuance of such fiscal period.event, the Administrative

Remedies Upon Event of Default. If an Event of Default occurs and is continuingcontinuing (other than in the case of an Event of Default under Section 11.3(a) with respect to any default of performance or compliance with the covenant under Section 10.7), the Administrative Agent shall, upon the written request of the Required Lenders, by written notice to Holdings, take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, provided that the actions hereinafter described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; , and at any time thereafter during the Borrower shall continuance of such event, the Administrative Agent shall, upon the written request of the Required Revolving Credit Lenders, by written notice to Holdings, take either or both of the following actions, at the same or different times (except the following actions may not be permitted taken until the ability to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until exercise the Cure Right is made on under Section 11.15 has expired (but may be taken as soon as the ability to exercise the Cure Right has expired and it has not been so exercised)): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or prior the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; and (ii) declare the Revolving Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter, during the continuance of such event, be declared to be due and payable), and thereupon the principal of the Revolving Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower (to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodextent permitted by applicable law).

Remedies Upon Event of Default. If an any Event of Default occurs and is continuing, then, and in every such event (other than an event described in Section 8.1(h) or (i)), and at any time thereafter during the continuance of such event, the Administrative Agent shallmay, upon and at the written request of the Required LendersLenders shall, by written notice to HoldingsLead Borrower, take any either or all both of the following actions, without prejudice to actions (whether before or after the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (iClosing Date), (ii), (iii), and (iv) below shall occur automatically without at the giving of any such notice): same or different times: (i) declare terminate the Total Revolving Credit Commitment Commitments, and Swingline Commitment terminatedthereupon the Commitments shall terminate immediately, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations then outstanding to be, whereupon the same shall become, forthwith be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of each Loan Party accrued under the Loan Documents, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law; Borrowers, and (iii) terminate any Letter of Credit require that may be terminated the Borrowers Cash Collateralize the L/C Obligations in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, amount equal to the aggregate Stated Minimum Collateral Amount with respect thereto and thereupon such Cash Collateral shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all Letters of Credit issued which are hereby waived by the Borrowers, and then outstanding. In the in case of an Event of Default under any event described in Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a8.1(h) or (bi), the Commitments shall automatically terminate (whether before or after the Closing Date) the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of each Loan Party accrued under the Loan Documents, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are required to be delivered in respect hereby waived by the Borrowers and Cash Collateral for the L/C Obligations as described above shall automatically become due and payable, without presentment, demand, protest or other notice of such fiscal periodany kind, all of which are hereby waived by the Borrowers.

Remedies Upon Event of Default. If an any Event of Default occurs and is continuing, the Administrative Agent shallmay, upon and, at the written request of the Required Lenders, the Administrative Agent shall, by written notice to Holdingsthe Borrower (with a copy to the Prepetition Agent, counsel for any statutory committee appointed in the Cases and to the United States Trustee), take any one or all more of the following actions, without prejudice at the same or different times (provided that with respect to clause (iii) below and the enforcement of Liens or other remedies with respect to the rights of Collateral under clause (iv) below, the Administrative Agent shall provide the Borrower (with a copy to the Prepetition Agent, counsel for any statutory committee appointed in the Cases and to the United States Trustee) with five Business Days’ written notice prior to taking the action contemplated thereby; provided, further, that upon receipt of the notice referred to in the immediately preceding clause, the Borrower may continue to make ordinary course and Carve Out disbursements from the account referred to in clause (iii) below but may not withdraw or disburse any Lender to enforce its claims against Holdings and other amounts from such account) (in any hearing after the Borrowergiving of the aforementioned notice, except as otherwise specifically provided for the only issue that may be raised by any party in this Agreement (provided thatopposition of any such action shall be whether, if in fact, an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), has occurred and (iv) below shall occur automatically without the giving of any such noticeis continuing): (i) declare terminate forthwith the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kindCommitments; (ii) declare the principal of Loans then outstanding to be forthwith due and any accrued interest and fees in respect of all Loans and all Obligations to bepayable, whereupon the same principal of the Loans, together with accrued interest thereon and any unpaid accrued fees and all other Obligations of the Borrower accrued hereunder and under any other Loan Document, shall become, become forthwith due and payable payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower Loan Parties, anything contained herein or in any other Loan Document to the extent permitted by applicable lawcontrary notwithstanding; (iii) terminate any Letter subject to the Interim Order (or Final Order, as applicable), set-off amounts held as cash collateral or in the accounts of Credit that may be terminated the Loan Parties and apply such amounts to the Obligations of the Loan Parties hereunder and under the other Loan Documents in accordance with its termsSection 11.03; and/or and (iv) direct exercise any and all remedies under this Agreement, the Borrower to pay Interim Order (or Final Order, as applicable), and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) applicable law available to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodLenders.

Remedies Upon Event of Default. If an (a) Notwithstanding any other provision of this Agreement, if any Event of Default occurs with respect to the Company, on the one hand, or Aron, on the other hand (such defaulting Party, the “Defaulting Party”) has occurred and is continuing, Aron (where the Administrative Agent shallCompany is the Defaulting Party) or the Company (where Aron is the Defaulting Party) (such non-defaulting Party or Parties, upon the written request of the Required Lenders, by written notice to Holdings, take any or all of the following actions“Non-Defaulting Party”) may, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrowernotice, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): (i) declare all of the Total Revolving Credit Commitment Defaulting Party’s obligations under this Agreement and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations Commodity Forward Agreement to be, whereupon the same shall become, be forthwith due and payable (except that in the case of any Event of Default under Section 19.1(d), all such obligations shall automatically and without any such declaration become forthwith due and payable) all without presentment, demand, protest or other further notice of any kind, all of which are hereby expressly waived by the Borrower Defaulting Party, including the Discretionary Draw Advance then outstanding, all Exposure Default Interest accruing pursuant to Section 11.10(b) and any and all other amounts due pursuant to the extent permitted by applicable lawFee Letter or any other Transaction Document; (ii) terminate the Discretionary Draw Commitment and/or (iii) terminate subject to Section 19.2(c), exercise any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (rights and the Borrower agrees that upon receipt of such notice, remedies provided or upon the occurrence of an Event of Default specified in Section 11.5 with respect available to the BorrowerNon-Defaulting Party under this Agreement or at law or equity, it will payincluding all remedies provided under the Uniform Commercial Code and as provided under this Section 19.2. It is expressly agreed that all such obligations shall be due and payable as a result of any acceleration pursuant to this Section 19.2, including (without limitation) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In in the case of any automatic acceleration resulting from an Event of Default under Section 11.3(a19.1(d) in respect and all such obligations shall survive and continue to be due and payable following an Event of a failure to observe or perform the covenant Default under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period.19.1(d). 148

Remedies Upon Event of Default. If In the event an Event of Default occurs and is continuing, the Administrative Agent shallmay, and upon the written request of the Required LendersBanks, by written notice to Holdingsshall, take exercise any one or all more of the following actionsRights, without prejudice to the rights and any other Rights available at law or in equity or provided in any of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): Loan Papers: (i) declare terminate all or any portion of the Total Revolving Credit Commitment Commitments, and Swingline Commitment terminatedsuch Commitments shall thereupon terminate, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans of, and all earned and accrued unpaid interest on, the Notes then outstanding and all other accrued and unpaid Obligations to bebe immediately due and payable, whereupon the same shall become, forthwith be and become due and payable payable, each and all of the foregoing without presentment, demand, protest protest, notice of default, NOTICE OF INTENT TO ACCELERATE, NOTICE OF ACCELERATION or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law; Borrower, and (iii) terminate if requested by the Required Banks, by notice to Borrower, exercise any Letter or all of Credit that may be terminated in accordance with its termsthe Banks; and/or (iv) direct Rights under any or all of the Borrower to pay (and the Borrower agrees that upon receipt of such noticeSecurity Documents, or provided however, upon the occurrence of an any Event of Default specified in Section 11.5 with respect to SECTION 7.1(e) or SECTION 7.1(f), all of the Commitments shall thereupon automatically and immediately terminate and the principal of, and all earned and accrued unpaid interest on the Notes then outstanding and all other accrued and unpaid Obligations shall thereupon be and become automatically and immediately due and payable, each and all of the foregoing without presentment, demand, protest, notice of default, NOTICE OF INTENT TO ACCELERATE, NOTICE OF ACCELERATION or other notice of any kind, all of which are hereby waived by Borrower, it will pay) to . If any amount payable under any of the Administrative Agent Loan Papers is not paid when due the outstanding and unpaid portion of such amount shall bear interest at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodRate.

Remedies Upon Event of Default. If an any Event of Default occurs and is continuing, then, and in every such event (other than an event with respect to any Borrower described in Section 7.01(g)), and at any time thereafter during the continuance of such event, the Administrative Agent shallmay, upon and at the written request of the Required LendersLenders shall, by written notice to Holdingsthe Company, take any either or all both of the following actions, without prejudice to at the rights of the Administrative Agent same or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): different times: (i) declare terminate the Total Revolving Credit Commitment Commitments, and Swingline Commitment terminatedthereupon the Commitments shall terminate immediately, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations then outstanding to be, whereupon the same shall become, forthwith be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other Secured Obligations of the Borrowers accrued hereunder and under the other Loan Documents, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers; and in case of any event with respect to any Borrower to described in Section 7.01(g), the extent permitted by applicable law; (iii) Commitments shall automatically terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt principal of such noticethe Loans then outstanding, together with accrued interest thereon and all fees and other Secured Obligations accrued hereunder and under the other Loan Documents, shall automatically become due and payable, without presentment, demand, protest or upon other notice of any kind, all of which are hereby waived by the Borrowers. Upon the occurrence and during the continuance of an Event of Default specified in Section 11.5 with respect to Default, the BorrowerAdministrative Agent may, it will pay) and at the request of the Required Lenders shall, exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodUCC.

Remedies Upon Event of Default. If an any Event of Default occurs shall have occurred and is be continuing, the Administrative Agent may, with the consent of the Required Lenders, and shall, upon the written request of the Required Lenders, in each case by written notice to Holdingsthe Parent, take any or all of the following actions, without prejudice to the rights of the Administrative Agent or Agent, any Lender or the holder of any Note to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement any Credit Party (provided thatthat , if an Event of Default specified in Section 11.5 10.01(e) shall occur with respect to the Borrower or Holdingsany Credit Party, the result that which would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), a) and (ivb) below shall occur automatically without the giving of any such notice): (ia) declare the Total Revolving Credit Commitment and Swingline Commitment Aggregate Commitments terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, all Commitments of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kindimmediately; (iib) declare the principal of and any accrued interest and fees in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon 171 the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Credit Party; (c) enforce, as Collateral Agent, all of the Borrower Liens and security interests created pursuant to the extent permitted by applicable lawSecurity Documents; (iiid) terminate enforce the Guaranty, (e) terminate, reduce or condition any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such noticeRevolving Commitment, or upon the occurrence of an Event of Default specified in Section 11.5 with respect make any adjustment to the BorrowerBorrowing Base and (f) require the Credit Parties to Cash Collateralize LC Obligations, it will pay) and, if the Credit Parties fail promptly to deposit such Cash Collateral, the Administrative Agent at may (and shall upon the Administrative Agent’s Office such additional amounts direction of cashRequired Lenders) advance the required Cash Collateral as Revolving Loans (whether or not an Overadvance exists or is created thereby, to be held as security for or the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under conditions in Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) 6.01 are required to be delivered in respect of such fiscal periodsatisfied).

Remedies Upon Event of Default. If an Event of Default occurs and is continuingcontinuing (other than in the case of an Event of Default under Section 11.3(a) with respect to any default of performance or compliance with the covenant under Section 10.7), the Administrative Agent shall, upon the written request of the Required Lenders, by written notice to Holdings, take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, provided that the actions hereinafter described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; , and at any time thereafter during the Borrower shall continuance of such event, the Administrative Agent shall, upon the written request of the Required Revolving Credit Lenders, by written notice to Holdings, take either or both of the following actions, at the same or different times (except the following actions may not be permitted taken until the ability to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until exercise the Cure Right is made on under Section 11.15 has expired (but may be taken as soon as the ability to exercise the Cure Right has expired and it has not been so exercised)): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or prior the Swingline Lender, as the case BrightView Holdings, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; and (ii) declare the Revolving Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter, during the continuance of such event, be declared to be due and payable), and thereupon the principal of the Revolving Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower (to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodextent permitted by applicable law).

Remedies Upon Event of Default. If an any Event of Default occurs and is continuing, then, and in every such event (other than an event with respect to any Borrower described in Section 7.01(g)), and at any time thereafter during the continuance of such event, the Administrative Agent shallmay, upon and at the written request of the Required LendersLenders shall, by written notice to Holdingsthe Company, take any either or all both of the following actions, without prejudice to at the rights of the Administrative Agent same or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): different times: (i) declare terminate the Total Revolving Credit Commitment Commitments, and Swingline Commitment terminatedthereupon the Commitments shall terminate immediately, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations then outstanding to be, whereupon the same shall become, forthwith be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other Secured Obligations of the Borrowers accrued hereunder and under the other Loan Documents, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers; and in case of any event with respect to any Borrower to described in Section 7.01(g), the extent permitted by applicable law; (iii) Commitments shall automatically terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt principal of such noticethe Loans then outstanding, together with accrued interest thereon and all fees and other Secured Obligations accrued hereunder and under the other Loan Documents, shall automatically become due and payable, without presentment, demand, protest or upon other notice of any kind, all of which are hereby waived by the Borrowers. Upon the occurrence and during the continuance of an Event of Default specified in Section 11.5 with respect to Default, the BorrowerAdministrative Agent may, it will pay) EXHIBIT 10.1 and at the request of the Required Lenders shall, exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodUCC.

Remedies Upon Event of Default. If an Event of Default occurs and is continuingcontinuing (other than in the case of an Event of Default under Section 11.3(a) with respect to any default of performance or compliance with the covenant under Section 10.7), the Administrative Agent shall, upon the written request of the Required Lenders, by written notice to Holdings, take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations Reimbursement Obligations for Unpaid Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, provided that the actions hereinafter described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; , and at any time thereafter during the Borrower shall continuance of such event, the Administrative Agent shall, upon the written request of the Required Revolving Credit Lenders, by written notice to Holdings, take either or both of the following actions, at the same or different times (except the following actions may not be permitted taken until the ability to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until exercise the Cure Right is made on under Section 11.14 has expired (but may be taken as soon as the ability to exercise the Cure Right has expired and it has not been so exercised)): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or prior the Swingline Lender, as the case may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; and (ii) declare the Revolving Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter, during the continuance of such event, be declared to be due and payable), and thereupon the principal of the Revolving Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower (to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period.extent permitted by applicable

Remedies Upon Event of Default. If an any Event of Default occurs and is continuing, then, and in every such event (other than an event described in Section 8.1(h) or (i)), and at any time thereafter during the Administrative Agent shallcontinuance of such event, upon the written request of the Required LendersLender may, by written notice to Holdingsthe Borrower, take any either or all both of the following actions, without prejudice to actions (whether before or after the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (iClosing Date), (ii), (iii), and (iv) below shall occur automatically without at the giving of any such notice): same or different times: (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon terminate the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or and thereupon the Swingline Lender, as the case may be, Revolving Commitment shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Revolving Loans and all Obligations then outstanding to be, whereupon the same shall become, forthwith be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Revolving Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of Borrower accrued under the Loan Documents, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law; (iii) terminate Borrower, and in case of any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified event described in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a8.1(h) or (bi), the Revolving Commitment shall automatically terminate (whether before or after the Closing Date) the principal of the Revolving Loans then outstanding, together with accrued interest thereon and all fees and other obligations of Borrower accrued under the Loan Documents, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are required to be delivered in respect of such fiscal periodhereby waived by the Borrower.

Remedies Upon Event of Default. If an Event of Default occurs has occurred and is continuing, the then Administrative Agent shallmay, and, upon the written request direction of the Required Lenders, by written notice to Holdings, take will: (a) suspend the Commitments of Lenders and any or all obligation of the following actions, without prejudice Letter of Credit Issuer to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an make L/C Credit Extensions until such Event of Default specified in Section 11.5 shall occur with respect is cured; (b) terminate the Commitment of Lenders and any obligation of the Letter of Credit Issuer to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses make L/C Credit Extensions hereunder; (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): (ic) declare the Total Revolving Credit Commitment unpaid principal amount of all outstanding Loans, all interest accrued and Swingline Commitment terminatedunpaid thereon, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender all other amounts owing or the Swingline Lender, as the case may be, shall forthwith terminate payable hereunder or under any other Loan Document to be immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice (including the liability to fund the Letter of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Credit Obligations to behereunder), whereupon the same shall become, will forthwith become due and payable without presentment, demand, protest protest, notice of default, notice of acceleration, or of intention to accelerate or other notice of any kind, kind all of which are each Loan Party hereby waived by the Borrower expressly waives, anything contained herein or in any other Loan Document to the extent permitted by applicable lawcontrary notwithstanding; (iiid) terminate any require that each Borrower Party Cash Collateralize its respective Letter of Credit that may be terminated Obligations (in accordance an amount equal to the Minimum Collateral Amount with its termsrespect thereto); and/or (ive) direct the Borrower to pay (and the Borrower agrees that upon receipt of such noticeexercise any right, privilege, or upon power set forth in Section 5.02, including, but not limited to, the occurrence initiation of an Capital Call Notices of the Capital Commitments; or (f) without notice of default or demand, pursue and enforce any of Administrative Agent’s or Lenders’ rights and remedies under the Loan Documents, or otherwise provided under or pursuant to any applicable Law or agreement; provided, however, that if any Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and the Borrower shall not be permitted to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal period11.

Remedies Upon Event of Default. If Without limiting any other rights or remedies of the Creditors provided for elsewhere in this Agreement, or the Loan Documents, or by applicable Law, or in equity, or otherwise: (a) Upon the occurrence, and during the continuance, of any Event of Default other than an Event of Default occurs described in Section 9.1(k): (1) the commitment to make Advances and is continuing, the Administrative Agent shall, upon the written request all other obligations of the Required Lenders, by written Creditors and all rights of Borrower and any other Parties under the Loan Documents shall be suspended without notice to Holdingsor demand upon Borrower, take any or which are expressly waived by Borrower, except that all of the following actionsBanks or the Requisite Banks (as the case may be, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if accordance with Section 11.2) may waive an Event of Default specified in Section 11.5 shall occur with respect or, without waiving, determine, upon terms and conditions satisfactory to the Borrower Banks or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), (ii), (iii), and (iv) below shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline LenderRequisite Banks, as the case may be, to reinstate the Commitment and make further Advances, which waiver or determination shall apply equally to, and shall be binding upon, all the Banks; and (2) the Requisite Banks may request the Administrative Agent to, and the Administrative Agent thereupon shall, terminate the Commitment, demand that Borrower deposit cash collateral for all Letters of Credit in the amount thereof with the Issuing Bank and/or declare all or any part of the unpaid principal of all Notes, all interest accrued and unpaid thereon and all other amounts payable under the Loan Documents to be forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations to bepayable, whereupon the same shall become, become and be forthwith due and payable payable, without protest, presentment, demandnotice of dishonor, protest demand or other further notice of any kind, all of which are hereby expressly waived by the Borrower to the extent permitted by applicable law; Borrower. (iiib) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon Upon the occurrence of an any Event of Default specified described in Section 11.5 with respect 9.1(k): (1) the commitment to make Advances and all other obligations of the Creditors and all rights of Borrower and any other Parties under the Loan Documents shall terminate without notice to or demand upon Borrower, it will pay) which are expressly waived by Borrower, except that all the Banks may waive the Event of Default or, without waiving, determine, upon terms and conditions satisfactory to all the Administrative Agent at the Administrative Agent’s Office such additional amounts of cashBanks, to reinstate the Commitment and make further Advances, which determination shall apply equally to, and shall be held as security binding upon, all the Banks; and (2) the unpaid principal of all Notes, all interest accrued and unpaid thereon and all other amounts payable under the Loan Documents shall be forthwith due and payable, without protest, presentment, notice of dishonor, demand or further notice of any kind, all of which are expressly waived by Borrower, and Borrower shall be obligated to immediately deposit cash collateral for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstandingwith the Issuing Bank in the amount thereof. In (c) Upon the case occurrence of an any Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7Default, the actions described above will be permitted Creditors, or any of them, without notice to occur (except as expressly provided for in any Loan Document) or demand upon Borrower, which are expressly waived by Borrower (except as to notices expressly provided for in any Loan Document), may proceed (but only following with the expiration consent of the ability Requisite Banks) to effectuate protect, exercise and enforce their rights and remedies under the Cure Right if Loan Documents against Borrower and any other Party and such Cure Right has not been so exercised; other rights and remedies as are provided by Law or equity. (d) The order and manner in which the Banks' rights and remedies are to be exercised shall be determined by the Requisite Banks in their sole discretion, and all payments received by the Creditors, shall be applied first to the costs and expenses (including attorneys' fees and disbursements and the Borrower shall not be permitted to borrow Revolving Credit Loans allocated costs of attorneys employed by the Administrative Agent) of the Creditors, and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior thereafter paid pro rata to the expiration Banks in the same proportions that the aggregate Obligations owed to each Bank under the Loan Documents bear to the aggregate Obligations owed under the Loan Documents to all the Banks, without priority or preference among the Banks. Regardless of how each Bank may treat payments for the purpose of its own accounting, for the purpose of computing Borrower's Obligations hereunder and under the Notes, payments shall be applied first, to the costs and expenses of the 10th Business Day following Creditors, as set forth above, second, to the payment of accrued and unpaid interest due under any Loan Documents to and including the date financial statements referred to in Sections 9.1(a) or (b) are required to be delivered in respect of such fiscal periodapplication (ratably, and without duplication, according to the accrued and unpaid interest due under each of the Loan Documents), and third, to the payment of all other amounts (including principal and fees) then owing to the Creditors under the Loan Documents. No application of payments will cure any Event of Default, or prevent acceleration, or continued acceleration, of amounts payable under the Loan Documents, or prevent the exercise, or continued exercise, of rights or remedies of the Banks hereunder or thereunder or at Law or in equity.

Remedies Upon Event of Default. If an any Event of Default occurs under Section 10.01(k) shall occur for any reason, whether voluntary or involuntary, all of the outstanding principal amount of the Loans and other Obligations shall automatically be due and payable together with the Prepayment Premium (payable pursuant to Section 3.02 and Section 4.02(a)(vii)) applicable to the date such Event of Default occurs, and any Commitments shall be terminated, in each case, without further notice, demand or presentment. The parties hereto acknowledge and agree that the Prepayment Premium referred to in this Section 10.02(a) (i) is additional consideration for providing the Loans, (ii) constitutes reasonable liquidated damages to compensate the Lenders for (and is a proportionate quantification of) the actual loss of the anticipated stream of interest payments upon an acceleration of the Loans (such damages being otherwise impossible to ascertain or even estimate for various reasons, including, without limitation, because such damages would depend on, among other things, (x) when the Loans might otherwise be repaid and (y) future changes in interest rates which are not readily ascertainable on the date hereof or the Closing Date), and (iii) is not a penalty to punish the Borrower for its early prepayment of the Loans or for the occurrence of any Event of Default or acceleration. 111 If any Event of Default (other than any Event of Default under Section 10.01(k)) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent shallmay with the consent of, and shall upon the written request of direction of, the Required Lenders, by written notice to Holdings, the Borrower take any or all of the following actions, without prejudice : (y) declare all or any portion of the outstanding principal amount of the Loans and other Obligations to be due and payable together with the Prepayment Premium (payable pursuant to Section 3.02 and Section 4.02(a)(vii)) applicable to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an date such Event of Default specified occurs, and any commitments shall be terminated, whereupon the full unpaid amount of such Loans, Prepayment Premium and other Obligations that shall be so declared due and payable shall be and become immediately due and payable, in each case, without further notice, demand or presentment and (z) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Laws. The parties hereto acknowledge and agree that the Prepayment Premium referred to in this Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses 10.02(b) (i)) is additional consideration for providing the Loans, (ii)) constitutes reasonable liquidated damages to compensate the Lenders for (and is a proportionate quantification of) the actual loss of the anticipated stream of interest payments upon an acceleration of the Loans (such damages being otherwise impossible to ascertain or even estimate for various reasons, including, without limitation, because such damages would depend on, among other things, (iiix) when the Loans might otherwise be repaid and (y) future changes in interest rates which are not readily ascertainable on the date hereof or the Closing Date), and (iviii) below shall occur automatically without is not a penalty to punish the giving Borrower for its early prepayment of the Loans or for the occurrence of any Event of Default or acceleration. Upon the occurrence and during the continuance of an Event of Default, Agents may enter, and is hereby given a right, then exercisable in Agents’ discretion, to occupy, any of Borrower’s premises or other premises without legal process and without incurring liability to Borrower therefor, and Agents may thereupon, or at any time thereafter, in their discretion without notice or demand, take the Collateral and remove the same to such notice): place (on any premises of the Borrower or any other premises) as Agents may deem advisable and Agents may require Borrower to make the Collateral available to Agents at a convenient place. With or without having the Collateral at the time or place of sale, Agents may sell the Collateral, or any part thereof, at public or private sale, at any time or place, in one or more sales, at such price or prices, and upon such terms, either for cash, credit or future delivery, as Agents may elect. Except as to that part of the Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Agents shall give Borrower reasonable notification of such sale or sales, it being agreed that in all events written notice mailed to Borrower at least ten (10) days prior to such sale or sales is reasonable notification. At any public sale Agents or any Lender may bid (and credit bid) for and become the purchaser, and Agents, any Lender or any other purchaser at any such sale thereafter shall hold the Collateral sold absolutely free from any claim or right of whatsoever kind, including any equity of redemption and all such claims, rights and equities are hereby expressly waived and released by the Borrower. In connection with the exercise of the foregoing remedies (and only exercisable upon the occurrence and during the continuance of an Event of Default), including the sale of Inventory, subject to Permitted Liens, the terms of licenses to any Loan Party with respect to IP Rights licensed to such Loan Party, and to the extent such Loan Party is able to grant a license or sublicense in the underlying license, Agents are granted a perpetual (during the continuance of an Event of Default) irrevocable (during the continuance of an Event of Default), non-exclusive license (without any payment of royalties to any Loan Party) and permission to use all of such Loan Party’s (x) IP Rights which are used or useful in connection with Inventory for the purpose of marketing, advertising for sale and selling or otherwise disposing of such Inventory, subject, in the case of trademarks and service marks, to the maintenance of standards of quality reasonably comparable to those maintained by such Loan Party as of the date Agents commenced their exercise of such remedies and (y) equipment for the purpose of completing the manufacture of unfinished goods. The cash proceeds realized from the sale of any Collateral shall be applied to the Obligations in the order set forth in Section 4.02(c) hereof. Noncash proceeds will only be applied to the Obligations as they are converted into cash. If any deficiency shall arise, Borrower shall remain liable to Agents and Lenders therefor. To the extent that applicable law imposes duties on any Agent to exercise remedies in a commercially reasonable manner, Borrower acknowledges and agrees that it is not commercially unreasonable for any Agent (i) declare to fail to incur expenses reasonably deemed significant by such Agent to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the Total Revolving Credit Commitment collection or disposition of Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against Customers or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies against Customers and Swingline Commitment terminatedother Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, whereupon (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Revolving Credit Commitment Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as the Borrower, for expressions of interest in acquiring all or any portion of such Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and Swingline Commitmentsellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure such Agent against risks of loss, collection or disposition of Collateral or to provide to Agents a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by such Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist such Agent in the collection or disposition of any of the Collateral. Borrower acknowledges that the purpose of this Section 10.02(d) is to provide non-exhaustive indications of what actions or omissions by the Agents would not be commercially unreasonable in the Agents’ exercise of remedies against the Collateral and that other actions or omissions by any Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 10.02(d). Without limitation upon the foregoing, nothing contained in this Section 10.02(d) shall be construed to grant any rights to Borrower or to impose any duties on any Agent that would not have been granted or imposed by this Loan Agreement or by Applicable Law in the absence of this Section 10.02(d). Upon the occurrence and during the continuance of an Event of Default, subject to the prior rights, if any, of each Lender or holders of Permitted Liens, the Swingline LenderAgents shall have the right to take possession of the Collateral and the Collateral in whatever physical form contained, as including: labels, stationery, documents, instruments and advertising materials. If any Agent exercises this right to take possession of the case may beCollateral, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations to beBorrower shall, whereupon the same shall become, forthwith due and payable without presentment, upon demand, protest assemble it in the best manner reasonably possible and make it available to such Agent at a place reasonably convenient to such Agent. In addition, with respect to all Collateral, the Agents and Lenders shall be entitled to all of the rights and remedies set forth herein and further provided by the Uniform Commercial Code or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon . Upon the occurrence and during the continuance of an Event of Default specified in Section 11.5 with respect to the BorrowerDefault, it will pay) to the Administrative Agent Borrower shall at the Administrative request of any Agent, and each Agent may, at its option, instruct all suppliers, carriers, forwarders, warehousers or others receiving or holding cash, checks, Inventory, documents or instruments in which such Agent holds a security interest to deliver same to such Agent and/or subject to such Agent’s Office such additional amounts orders and if they shall come into a Borrower’s possession, they, and each of cashthem, to shall be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions described above will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised; and by the Borrower shall not be permitted in trust as Agents’ trustee, and Xxxxxxxx will immediately deliver them to borrow Revolving Credit Loans and Letters of Credit shall not be issued or renewed unless and until the Cure Right is made on or prior to the expiration of the 10th Business Day following the date financial statements such Agent in their original form together with any necessary endorsement. 113 All Prepayment Premium referred to in Sections 9.1(a10.02(a) or and (b) are required to above shall be delivered in respect payable upon an acceleration of such fiscal periodany Obligations, whether before, during or after the commencement of any proceeding under the Bankruptcy Code involving the Borrower or any other Loan Party.