Common use of Rights and Remedies Upon Event of Default Clause in Contracts

Rights and Remedies Upon Event of Default. (a) The Program Agent (for itself and on behalf of the other Secured Parties) shall have all of the rights and remedies of a secured party under the UCC and other Applicable Law. Upon the occurrence and during the continuance of an Event of Default, the Program Agent or its designees may (i) deliver a Notice of Exclusive Control to the Custodian; (ii) instruct the Custodian to deliver any or all of the Pledged Collateral and any Loan Documents relating to the Pledged Collateral to the Program Agent or its designees and otherwise give all instructions and entitlement orders to the Custodian regarding the Pledged Collateral; (iii) sell or otherwise dispose of the Pledged Collateral, all without judicial process or proceedings; (iv) take control of the Proceeds of any such Pledged Collateral; (v) subject to the provisions of the applicable Loan Documents, exercise any consensual or voting rights in respect of the Pledged Collateral; (vi) release, make extensions, discharges, exchanges or substitutions for, or surrender all or any part of the Pledged Collateral; (vii) enforce the Borrower's rights and remedies under the Custodial Agreement with respect to the Pledged Collateral; (viii) institute and prosecute legal and equitable proceedings to enforce collection of, or realize upon, any of the Pledged Collateral; (ix) require that the Borrower and the Custodian promptly take action to liquidate the Pledged Collateral to pay amounts due and payable in respect of the Borrower Obligations; (x) remove from the Borrower's, the Adviser's and their respective agents' place of business all books, records and documents relating to the Pledged Collateral unless copies thereof shall have been provided to the Program Agent which copies of such books and records shall thereafter be deemed to be originals thereof; and/or (xi) notify all Selling Institutions, Transaction Agents and Obligors related to the Loan Assets which constitute Pledged Collateral to make payments in respect thereof directly to the Program Agent's Account; (xii) at the request of the Program Agent execute all documents and agreements which are necessary or appropriate to have the Pledged Collateral which constitutes Loan Assets to be assigned to the Program Agent or its designee; and (xiii) endorse the name of the Borrower upon any items of payment relating to the Pledged Collateral or upon any proof of claim in bankruptcy against an account debtor. For purposes of taking the actions described in Subsections (i) through (xiii) of this Section 7.04(a) the Borrower hereby irrevocably appoints the Program Agent as its attorney-in-fact (which appointment being coupled with an interest is irrevocable while any of the Borrower Obligations remain unpaid), with power of substitution, in the name of the Program Agent or in the name of the Borrower or otherwise, for the use and benefit of the Program Agent, but at the cost and expense of the Borrower and with notice to the Borrower.

Rights and Remedies Upon Event of Default. (a) The Program Agent (for itself and on behalf of the other Secured Parties) shall have all of the rights and remedies of a secured party under the UCC and other Applicable Law, subject to compliance with all contractual provisions applicable to Pledged Collateral which are required to be complied with by the Agent. Upon the occurrence and during the continuance of an Event of Default, the Program Agent or its designees may (i) deliver a Notice of Exclusive Control to the Custodian; (ii) instruct the Custodian to deliver any or all of the Pledged Collateral and any Loan Documents relating to the Pledged Collateral to the Program Agent or its designees and otherwise give all instructions and entitlement orders to the Custodian regarding the Pledged Collateral; (iii) require the Borrower to terminate the purchase of any additional Assets, whereupon the Borrower agrees to cease purchasing Assets (other than, as set forth in the Control Agreement, with respect to any transaction which is in the process of being executed prior to the delivery of a Notice of Exclusive Control); (iv) in accordance with the Control Agreement, require that the Custodian immediately take action to liquidate the Assets to pay amounts due and payable in respect of the Borrower Obligations; (v) sell or otherwise dispose of the Pledged Collateral, all without judicial process or proceedings; (ivvi) take control of the Proceeds of any such Pledged Collateral; (vvii) subject to the provisions of the applicable Loan Documents, exercise any consensual or voting rights in respect of the Pledged Collateral; (viviii) release, make extensions, discharges, exchanges or substitutions for, or surrender all or any part of the Pledged Collateral; (viiix) enforce the Borrower's ’s rights and remedies under the Custodial Agreement with respect to the Pledged Collateral; (viiix) institute and prosecute legal and equitable proceedings to enforce collection of, or realize upon, any of the Pledged Collateral; (ixxi) require that the Borrower and the Custodian promptly immediately take action to liquidate the Pledged Collateral Assets to pay amounts due and payable in respect of the Borrower Obligations; (xxii) remove from the Borrower's’s, the Adviser's ’s and their respective agents' ’ (other than, except as set forth in the Control Agreement, the Custodian) place of business all books, records and documents relating to the Pledged Collateral unless copies thereof shall have been provided to the Program Agent which copies of such books and records shall thereafter be deemed to be originals thereof; and/or (xixiii) notify all Selling Institutions, Transaction Agents and Obligors related to the Loan Assets which constitute Pledged Collateral to make payments in respect thereof directly to the Program Agent's ’s Account; (xiixiv) at the request of the Program Agent execute all documents and agreements which are necessary or appropriate to have the Pledged Collateral which constitutes Loan Assets to be assigned to the Program Agent or its designee; and (xiiixv) endorse the name of the Borrower upon any items of payment relating to the Pledged Collateral or upon any proof of claim in bankruptcy against an account debtor. For purposes of taking the actions described in Subsections (i) through (xiiixv) of this Section 7.04(a) the Borrower hereby irrevocably appoints the Program Agent as its attorney-in-fact (which appointment being coupled with an interest is irrevocable while any of the Borrower Obligations remain unpaid), with power of substitution, in the name of the Program Agent or in the name of the Borrower or otherwise, for the use and benefit of the Program Agent, but at the cost and expense of the Borrower and with without notice to the Borrower. The Agent shall comply in all material respects with any applicable law binding upon it with respect to its sale of the Pledged Collateral, including, without limitation, any obligation to act in a commercially reasonable manner.

Rights and Remedies Upon Event of Default. (a) The Program Agent (for itself and on behalf of the other Secured Parties) shall have all of the rights and remedies of a secured party under the UCC and other Applicable Law. Upon the occurrence and during the continuance of an Event of Default, the Program Agent or its designees may (i) deliver a Notice of Exclusive Control to the Custodian; (ii) instruct the Custodian to deliver any or all of the Pledged Assigned Collateral and any Loan Documents relating to the Pledged Assigned Collateral to the Program Agent or its designees and otherwise give all instructions and entitlement orders to the Custodian regarding the Pledged Assigned Collateral; (iii) sell or otherwise dispose of the Pledged Assigned Collateral, all without judicial process or proceedings; (iv) take control of the Proceeds of any such Pledged Assigned Collateral; (v) subject to the provisions of the applicable Loan Documents, exercise any consensual or voting rights in respect of the Pledged Assigned Collateral, including without limitation the voting and consent rights under the Loan Documents relating to any Assigned Collateral; (vi) release, make extensions, discharges, exchanges or substitutions for, or surrender all or any part of the Pledged Assigned Collateral; (vii) to the extent not enforced by the Borrower under Section 7.06, enforce the Borrower's rights and remedies under the Custodial Agreement with respect to the Pledged Assigned Collateral; (viii) institute and prosecute legal and equitable proceedings to enforce collection of, or realize upon, any of the Pledged Assigned Collateral; (ix) require that the Borrower and the Custodian promptly take action to liquidate the Pledged Collateral to pay amounts due and payable in respect of the Borrower Obligations; (x) remove from the Borrower's, the Adviser's and their respective agents' place of business all books, records and documents relating to the Pledged Collateral unless copies thereof shall have been provided to the Program Agent which copies of such books and records shall thereafter be deemed to be originals thereof; and/or (xi) notify all Selling Institutions, Transaction Agents and Obligors related to the Loan Assets which constitute Pledged Assigned Collateral to make payments payment in respect thereof directly to the Program Agent's Account; (xiix) at the request of the Program Agent execute all documents and agreements which are necessary or appropriate to have the Pledged Assigned Collateral which constitutes Loan Assets to be assigned to the Program Agent or its designee; and (xiiixi) endorse the name of the Borrower upon any items of payment relating to the Pledged Assigned Collateral or upon any proof of claim in bankruptcy against an account debtor. For purposes of taking the actions described in Subsections (i) through (xiiixi) of this Section 7.04(a) ), the Borrower hereby irrevocably appoints the Program Agent as its attorney-in-fact (which appointment being coupled with an interest is irrevocable while any of the Borrower Obligations remain unpaid), with power of substitution, in the name of the Program Agent or in the name of the Borrower or otherwise, for the use and benefit of the Program Agent, but at the cost and expense of the Borrower and with without notice to the Borrower.

Rights and Remedies Upon Event of Default. (a) The Program Agent (for itself and on behalf of the other Secured Parties) shall have all of the rights and remedies of a secured party under the UCC and other Applicable Law. Upon the occurrence and during the continuance of an Event of Default, the Program Agent or its designees may (i) deliver a Notice of Exclusive Control to the Custodian; (ii) instruct the Custodian to deliver any or all of the Pledged Collateral and any Loan Documents relating to the Pledged Assigned Collateral to the Program Agent or its designees and otherwise give all instructions and entitlement orders to the Custodian regarding the Pledged Assigned Collateral; (iii) sell or otherwise dispose of the Pledged Assigned Collateral, all without judicial process or proceedings; (iv) take control of the Proceeds of any such Pledged CollateralAssigned Collateral and the Related Security; (v) subject to the provisions of the applicable Loan Documents, exercise any consensual or voting rights in respect of the Pledged CollateralAssigned Collateral and the Related Security; (vi) release, make extensions, discharges, exchanges or substitutions for, or surrender all or any part of the Pledged CollateralAssigned Collateral or the Related Security; (vii) to the extent that the Borrower does not perform its obligations under Section 7.06, enforce the Borrower's rights and remedies under the Custodial Agreement with respect to the Pledged CollateralAssigned Collateral and the Related Security; (viii) institute and prosecute legal and equitable proceedings to enforce collection of, or realize upon, any of the Pledged Collateral; (ix) require that the Borrower Assigned Collateral and the Custodian promptly take action to liquidate the Pledged Collateral to pay amounts due and payable in respect of the Borrower Obligations; (x) remove from the Borrower's, the Adviser's and their respective agents' place of business all books, records and documents relating to the Pledged Collateral unless copies thereof shall have been provided to the Program Agent which copies of such books and records shall thereafter be deemed to be originals thereofRelated Security; and/or (xi) notify all Selling Institutions, Transaction Agents and Obligors related to the Loan Assets which constitute Pledged Collateral to make payments in respect thereof directly to the Program Agent's Account; (xii) at the request of the Program Agent execute all documents and agreements which are necessary or appropriate to have the Pledged Collateral which constitutes Loan Assets to be assigned to the Program Agent or its designee; and (xiiiix) endorse the name of the Borrower upon any items of payment relating to the Pledged Assigned Collateral and the Related Security or upon any proof of claim in bankruptcy against an account debtor. For purposes of taking the actions described in Subsections (i) through (xiiiix) of this Section 7.04(a) the Borrower hereby irrevocably appoints the Program Agent as its attorney-in-fact (which appointment being coupled with an interest is irrevocable while any of the Borrower Obligations remain unpaid), with power of substitution, in the name of the Program Agent or in the name of the Borrower or otherwise, for the use and benefit of the Program Agent, but at the cost and expense of the Borrower and with without notice to the Borrower.

Rights and Remedies Upon Event of Default. (a) The Program Agent (for itself and on behalf of the other Secured Parties) shall have all of the rights and remedies of a secured party under the UCC and other Applicable Law. Upon the occurrence and during the continuance of an Event of Default, the Program Agent or its designees may Debtors, upon five (i5) deliver a Notice of Exclusive Control business days’ written notice to the CustodianDebtors, their lead restructuring counsel, the U.S. Trustee, and the Creditors’ Committee (the “Notice Period”), shall immediately cease using Cash Collateral and the First Lien Ad Hoc Group may, by its counsel, in accordance with the terms and conditions of this Interim Order, the Prepetition Loan Documents, or the Intercreditor Agreement, revoke the First Lien Secured Parties’ consent to the Debtors’ use of Cash Collateral hereunder; (ii) instruct provided that, during the Custodian Notice Period, the Debtors may continue to deliver any or all use Cash Collateral pursuant to the terms of this Interim Order. Upon the expiration of the Pledged Collateral Notice Period and any Loan Documents relating to the Pledged Collateral to occurrence of an Event of Default, (a) the Program Agent or its designees and otherwise give all instructions and entitlement orders to the Custodian regarding the Pledged Collateral; (iii) sell or otherwise dispose of the Pledged Debtors shall immediately cease using Cash Collateral, all without judicial process or proceedings; other than to pay employee wages, payroll, and benefits, (ivb) take control of the Proceeds of any such Pledged Collateral; Adequate Protection Obligations, if any, shall become immediately due and payable, and (vc) subject to authorization contained in a further Court order (which further Court order may be sought on an expedited basis) and the terms of the Intercreditor Agreement, each First Lien Secured Party may exercise the rights and remedies available under the Prepetition Loan Documents, the Intercreditor Agreement, this Interim Order, or applicable law, as applicable (subject only to the Carve Out), including, without limitation, foreclosing upon and selling all or a portion of the Prepetition Collateral or Collateral in order to collect and satisfy the Adequate Protection Obligations, and First Lien Credit Agreement Obligations, in accordance with this Interim Order and the Intercreditor Agreement. The automatic stay under section 362 of the Bankruptcy Code is hereby deemed modified and vacated to the extent necessary to permit such actions; provided, that during the Notice Period, unless the Court orders otherwise and as set forth herein, the automatic stay under section 362 of the Bankruptcy Code (to the extent applicable) shall remain in effect. Any delay or failure of the First Lien Secured Parties to exercise rights under the Prepetition Loan Documents or this Interim Order shall not constitute a waiver of their respective rights hereunder, thereunder or otherwise, unless any such waiver is pursuant to a written instrument executed in accordance with the terms of the applicable document. Without limiting the First Lien Secured Parties’ rights under the First Lien Credit Documents, the First Lien Credit Agreement Administrative Agent shall be entitled to apply the payments or proceeds of the Prepetition Collateral and the Collateral in accordance with the provisions of the applicable Prepetition Loan DocumentsDocuments and the Intercreditor Agreement, exercise any consensual as applicable. Notwithstanding the occurrence of an Event of Default or voting rights in respect anything herein, all of the Pledged Collateral; (vi) releaserights, make extensionsremedies, discharges, exchanges or substitutions for, or surrender all or any part of the Pledged Collateral; (vii) enforce the Borrower's rights benefits and remedies under the Custodial Agreement with respect to the Pledged Collateral; (viii) institute and prosecute legal and equitable proceedings to enforce collection of, or realize upon, any of the Pledged Collateral; (ix) require that the Borrower and the Custodian promptly take action to liquidate the Pledged Collateral to pay amounts due and payable in respect of the Borrower Obligations; (x) remove from the Borrower's, the Adviser's and their respective agents' place of business all books, records and documents relating to the Pledged Collateral unless copies thereof shall have been protections provided to the Program Collateral Agent which copies and the First Lien Secured Parties under this Interim Order shall survive the Event of such books and records shall thereafter be deemed to be originals thereof; and/or (xi) notify all Selling Institutions, Transaction Agents and Obligors Default. In any hearing related to such nonconsensual use of Cash Collateral, the Loan Assets which constitute Pledged Debtors, the Collateral to make payments in respect thereof directly to Agent and the Program Agent's Account; (xii) First Lien Secured Parties may raise, assert, prosecute, or otherwise advance any and all rights and arguments that could be asserted at the request of the Program Agent execute all documents and agreements which are necessary or appropriate to have the Pledged Collateral which constitutes Loan Assets to be assigned to the Program Agent or its designee; and (xiii) endorse the name of the Borrower upon any items of payment relating to the Pledged Collateral or upon any proof of claim in bankruptcy against an account debtor. For purposes of taking the actions described in Subsections (i) through (xiii) of this Section 7.04(a) the Borrower hereby irrevocably appoints the Program Agent as its attorney-in-fact (which appointment being coupled with an interest is irrevocable while any of the Borrower Obligations remain unpaid), with power of substitution, in the name of the Program Agent or in the name of the Borrower or otherwise, for the use and benefit of the Program Agent, but at the cost and expense of the Borrower and with notice to the Borrowersuch hearing.

Rights and Remedies Upon Event of Default. (a) The Program Agent (for itself and on behalf of the other Secured Parties) shall have all of the rights and remedies of a secured party under the UCC and other Applicable Law. Upon the occurrence and during the continuance of an Event of Default, the Program Agent or its designees may (i) deliver a Notice of Exclusive Control to the Custodian; (ii) instruct the Custodian to deliver any or all of the Pledged Collateral and any Loan Documents relating to the Pledged Collateral to the Program Agent or its designees and otherwise give all instructions and entitlement orders to the Custodian regarding the Pledged Collateral; (iii) require the Borrower to terminate the purchase of any additional Assets, whereupon the Borrower agrees to cease purchasing Assets; (iv) require that the Borrower or the Custodian immediately take action to liquidate the Assets to pay amounts due and payable in respect of the Borrower Obligations; (v) sell or otherwise dispose of the Pledged Collateral, all without judicial process or proceedings; (ivvi) take control of the Proceeds of any such Pledged Collateral; (vvii) subject to the provisions of the applicable Loan Documents, exercise any consensual or voting rights in respect of the Pledged Collateral; (viviii) release, make extensions, discharges, exchanges or substitutions for, or surrender all or any part of the Pledged Collateral; (viiix) enforce the Borrower's rights and remedies under the Custodial Agreement with respect to the Pledged Collateral; (viiix) institute and prosecute legal and equitable proceedings to enforce collection of, or realize upon, any of the Pledged Collateral; (ixxi) require that the Borrower and the Custodian promptly take action to liquidate the Pledged Collateral to pay amounts due and payable in respect of the Borrower Obligations; (xxii) remove from the Borrower's, the Adviser's, the Administrator's and their respective agents' place of business all books, records and documents relating to the Pledged Collateral unless copies thereof shall have been provided to the Program Agent which copies of such books and records shall thereafter be deemed to be originals thereof; and/or (xixiii) notify all Selling Institutions, Transaction Agents and Obligors related to the Loan Assets which constitute Pledged Collateral to make payments in respect thereof directly to the Program Agent's Account; (xiixiv) at the request of the Program Agent execute all documents and agreements which are necessary or appropriate to have the Pledged Collateral which constitutes Loan Assets to be assigned to the Program Agent or its designee; and (xiiixv) endorse the name of the Borrower upon any items of payment relating to the Pledged Collateral or upon any proof of claim in bankruptcy against an account debtor. For purposes of taking the actions described in Subsections SUBSECTIONS (i) through (xiiixv) of this Section SECTION 7.04(a) the Borrower hereby irrevocably appoints the Program Agent as its attorneyartorney-in-fact (which appointment being coupled with an interest is irrevocable while any of the Borrower Obligations remain unpaid), with power of substitution, in the name of the Program Agent or in the name of the Borrower or otherwise, for the use and benefit of the Program Agent, but at the cost and expense of the Borrower and with notice to the Borrower.

Rights and Remedies Upon Event of Default. (a) The Program Agent (for itself and on behalf of the other Secured Parties) shall have all of the rights and remedies of a secured party under the UCC and other Applicable Law. Upon Immediately upon the occurrence and during the continuance continuation of an Event of DefaultDefault and the delivery of the Carve Out Trigger Notice, notwithstanding the provisions of Bankruptcy Code section 362, without any application, motion, or notice to, hearing before, or order from the Court, but subject to the terms of this Interim DIP Order, including, without limitation, the Program Remedies Notice Period (defined below), (x) the DIP Agent or its designees (at the direction of the Required DIP Lenders) may declare (any such declaration shall be referred to herein as a “Termination Declaration”) (i) deliver a Notice of Exclusive Control all DIP Obligations owing under the DIP Documents to the Custodian; be immediately due and payable, (ii) instruct the Custodian termination, reduction or restriction of any further commitment to deliver any or all of the Pledged Collateral and any Loan Documents relating extend credit to the Pledged Collateral Debtors to the Program Agent or its designees and otherwise give all instructions and entitlement orders to extent any such commitment remains under the Custodian regarding the Pledged Collateral; DIP Facility, (iii) sell or otherwise dispose termination of the Pledged CollateralDIP Facility and the DIP Documents as to any future liability or obligation of the DIP Agent and the DIP Lenders, all but without judicial process affecting any of the DIP Liens or proceedings; the DIP Obligations, and (iv) take control the application of the Proceeds Carve Out through the delivery of any such Pledged Collateral; (v) subject the Carve Out Trigger Notice to the provisions DIP Borrower and (y) the DIP Agent (at the direction of the applicable Loan Documents, exercise any consensual Required DIP Lenders) may declare a termination (or voting rights in respect reduction or restriction) on the ability of the Pledged Collateral; Debtors to use Cash Collateral (vithe date on which a Termination Declaration is delivered, the “DIP Termination Date”) release, make extensions, discharges, exchanges or substitutions for, or surrender all or any part of the Pledged Collateral; (vii) enforce the Borrower's in which case such rights and remedies under the Custodial Agreement with respect to the Pledged Collateral; (viii) institute and prosecute legal and equitable proceedings to enforce collection of, or realize upon, any of the Pledged Collateral; (ix) require that the Borrower and the Custodian promptly take action to liquidate the Pledged Collateral to pay amounts due and payable described in respect of the Borrower Obligations; clauses (x) remove from and (y) as are set forth in the Borrower'sapplicable Termination Declaration shall immediately go into effect, provided, however, that during the Remedies Notice Period (as defined below), the Adviser's Debtors may use Cash Collateral solely to fund the Carve-Out and their respective agents' place of business all books, records pay payroll and documents relating other expenses critical to the Pledged Collateral unless copies thereof administration of the Debtors’ estates strictly in accordance with the Approved Budget, subject to Permitted Variances. The Termination Declaration shall have not be effective until notice has been provided by electronic mail (or other electronic means) to counsel to the Program Agent which copies of such books and records shall thereafter be deemed Debtors, counsel to be originals thereof; and/or a Committee (xi) notify all Selling Institutionsif appointed), Transaction Agents and Obligors related counsel to the Loan Assets which constitute Pledged Collateral to make payments in respect thereof directly to Securitization Agents, and the Program Agent's Account; (xii) at the request of the Program Agent execute all documents and agreements which are necessary or appropriate to have the Pledged Collateral which constitutes Loan Assets to be assigned to the Program Agent or its designee; and (xiii) endorse the name of the Borrower upon any items of payment relating to the Pledged Collateral or upon any proof of claim in bankruptcy against an account debtor. For purposes of taking the actions described in Subsections (i) through (xiii) of this Section 7.04(a) the Borrower hereby irrevocably appoints the Program Agent as its attorney-in-fact (which appointment being coupled with an interest is irrevocable while any of the Borrower Obligations remain unpaid), with power of substitution, in the name of the Program Agent or in the name of the Borrower or otherwise, for the use and benefit of the Program Agent, but at the cost and expense of the Borrower and with notice to the BorrowerU.S. Trustee.

Rights and Remedies Upon Event of Default. (a) The Program Agent (for itself and on behalf of the other Secured Parties) shall have all of the rights and remedies of a secured party under the UCC and other Applicable Law. Upon the occurrence and during the continuance of an Event of Default, the Program Agent or its designees may (i) deliver a Default Notice of Exclusive Control to the Custodian; (ii) instruct the Custodian to deliver any or all of the Pledged Collateral and any Loan Documents relating to the Pledged Assigned Collateral to the Program Agent or its designees and otherwise give all instructions and entitlement orders to the Custodian regarding the Pledged Assigned Collateral; (iii) direct the Custodian to immediately take action to liquidate the Borrower Assets or to redeem or cause the redemption of the Company Shares to pay amounts due and payable in respect of the Borrower Obligations; (iv) sell or otherwise dispose of the Pledged Assigned Collateral, all without judicial process or proceedings; (ivv) take control of the Proceeds of any such Pledged Assigned Collateral; (vvi) subject to the provisions of the applicable Loan Documents, exercise any consensual or voting rights in respect of the Pledged Assigned Collateral; (vivii) release, make extensions, discharges, exchanges or substitutions for, or surrender all or any part of the Pledged Assigned Collateral; (vii) enforce the Borrower's rights and remedies under the Custodial Agreement with respect to the Pledged Assigned Collateral; (viiiix) institute and prosecute legal and equitable proceedings to enforce collection of, or realize upon, any of the Pledged Assigned Collateral; (ix) require that the Borrower and the Custodian promptly take action to liquidate the Pledged Collateral to pay amounts due and payable in respect of the Borrower Obligations; (x) remove from the Borrower's, the Fund Adviser's and the Fund Manager's and their respective agents' place of business all books, records and documents relating to the Pledged Collateral unless copies thereof shall have been provided to the Program Agent which copies of such books and records shall thereafter be deemed to be originals thereofAssigned Collateral; and/or (xi) notify all Selling Institutions, Transaction Agents and Obligors related to the Loan Assets which constitute Pledged Collateral to make payments in respect thereof directly to the Program Agent's Account; (xii) at the request of the Program Agent execute all documents and agreements which are necessary or appropriate to have the Pledged Collateral which constitutes Loan Assets to be assigned to the Program Agent or its designee; and (xiii) endorse the name of the Borrower upon any items of payment relating to the Pledged Assigned Collateral or upon any proof of claim in bankruptcy against an account debtor. For purposes of taking the actions described in Subsections (i) through (xiiixii) of this Section 7.04(a) the Borrower hereby irrevocably appoints the Program Agent as its attorney-in-fact (which appointment being coupled with an interest is irrevocable while any of the Borrower Obligations remain unpaid), with power of substitution, in the name of the Program Agent or in the name of the Borrower or otherwise, for the use and benefit of the Program Agent, but at the cost and expense of the Borrower and with without notice to the Borrower.

Rights and Remedies Upon Event of Default. (a) The Program Subject to the next succeeding sentence, the Agent (for itself and on behalf of the other Secured Parties) shall have all of the rights and remedies of a secured party under the UCC and other Applicable Law. Upon the occurrence and during the continuance of an Event of DefaultDefault and after notice to the Borrower that the Termination Date has occurred and that all outstanding Advances are due and payable, the Program Agent or its designees may to the extent permitted by Applicable Law (i) deliver a Notice of Exclusive Control to the Custodian; (ii) instruct the Custodian to deliver any or all of the Pledged Collateral and any Loan Documents relating to the Pledged Collateral to the Program Agent or its designees and otherwise give all instructions and entitlement orders to the Custodian regarding the Pledged Collateral; (iii) require the Borrower to terminate the purchase of any further Assets, whereupon the Borrower agrees to cease purchasing Assets; (iv) require that the Borrower or the Custodian immediately take action to liquidate the Assets to pay amounts due and payable in respect of the Borrower Obligations; (v) sell or otherwise dispose of the Pledged Collateral, all without judicial process or proceedings; (ivvi) take control of the Proceeds of any such Pledged CollateralCollateral and the Related Security; (v) vii), subject to the provisions of the any applicable Loan DocumentsDocument, exercise any consensual or voting rights in respect of the Pledged CollateralCollateral and the Related Security; (viviii) release, make extensions, discharges, exchanges or substitutions for, or surrender all or any part of the Pledged CollateralCollateral or the Related Security; (viiix) enforce the Borrower's ’s rights and remedies under the Custodial Agreement with respect to the Pledged CollateralCollateral and the Related Security; (viiix) institute and prosecute legal and equitable proceedings to enforce collection of, or realize upon, any of the Pledged Collateral; (ix) require that the Borrower Collateral and the Custodian promptly take action to liquidate the Pledged Collateral to pay amounts due and payable in respect of the Borrower ObligationsRelated Security; (x) remove from the Borrower's, the Adviser's and their respective agents' place of business all books, records and documents relating to the Pledged Collateral unless copies thereof shall have been provided to the Program Agent which copies of such books and records shall thereafter be deemed to be originals thereof; and/or (xi) notify all Selling Institutions, Transaction Agents and Obligors related to the Loan Assets which constitute Pledged Collateral to make payments payment in respect thereof directly to the Program Agent's Account; (xii) at remove from the request Borrower’s, the Investment Manager’s and their respective agents’ place of business all books, records and documents relating to the Pledged Collateral and the Related Security unless copies thereof shall have been provided to the Agent which copies of such books and records shall thereafter be deemed to be originals thereof; (xiii) endorse the name of the Program Agent Borrower upon any items of payment relating to the Pledged Collateral and the Related Security; (xiv) request that the Borrower execute all documents and agreements which are necessary or appropriate to have the Pledged Collateral which constitutes Loan Assets to be assigned to the Program Agent or its designeedesignee (whereupon the Borrower agrees to execute such documents and agreements); and and/or (xiiixv) endorse the name of the Borrower upon any items of payment relating to the Pledged Collateral and the Related Security or upon any proof of claim in bankruptcy against an account debtor; provided that notwithstanding anything to the contrary herein, upon the occurrence and during the continuation of any Event of Default under Section 6.01(a)(i), the Agent may, without prior notice to the Borrower exercise any of its rights set forth in clauses (i), (ii) or (ix) above. For purposes of taking the actions described in Subsections subsections (i) through (xiiixv) of this Section 7.04(a) the Borrower hereby irrevocably appoints the Program Agent as its attorney-in-fact (which appointment being coupled with an interest is irrevocable while any of the Borrower Obligations remain unpaid), with power of substitution, in the name of the Program Agent or in the name of the Borrower or otherwise, for the use and benefit of the Program Agent, but at the cost and expense of the Borrower and with without notice to the Borrower.

Rights and Remedies Upon Event of Default. Subject to the terms of the Intercreditor Agreement, if there shall occur any Event of Default set forth in Article VIII above, the Required Lenders may direct Agent, by written notice to Borrowers, to declare the unpaid principal of and accrued interest on all Obligations to be immediately due and payable, whereupon the Obligations shall become due and payable. If there shall occur any Event of Default set forth in Sections 8.07(a), (ae) The Program or (f) above, all Obligations shall automatically become and be immediately due and payable, without notice, presentment, or demand of any kind, all of which are hereby expressly waived by Borrowers. Notwithstanding anything in the foregoing to the contrary, Agent and Lenders will not seek a cognovit judgment any earlier than ten (for itself 10) days after notice of acceleration is given by Agent to Borrower under this paragraph. Subject to the terms of the Intercreditor Agreement, upon the occurrence of any Event of Default and after notice of acceleration is given by Agent to Borrower under the preceding paragraph, and at all times thereafter, the Agent, on behalf of the other Secured Parties) Lenders, shall have all of the rights and remedies of a secured party under the UCC in addition to the rights and other Applicable Law. Upon the occurrence and during the continuance remedies of an Event of Defaulta secured party provided elsewhere within this Agreement, the Program Collateral Security Documents or in any other writing executed by Borrowers or the Guarantors. Agent or its designees and/or the Lenders may (i) deliver require Borrowers and the Guarantors to assemble the Collateral and make it available to Agent at a Notice of Exclusive Control reasonably convenient place to be designated by Agent. Agent will give Borrowers and the Custodian; (ii) instruct Guarantors commercially reasonable notice under the Custodian to deliver any or all UCC of the Pledged Collateral time and place of any Loan Documents relating to the Pledged Collateral to the Program Agent or its designees and otherwise give all instructions and entitlement orders to the Custodian regarding the Pledged Collateral; (iii) sell or otherwise dispose public sale of the Pledged Collateral, all without judicial process Collateral or proceedings; (iv) take control of the Proceeds time after which any private sale or other intended disposition thereof is to be made. The requirement of reasonable notice shall be met if such notice is mailed (deposited for delivery, postage prepaid, by U.S. mail) to Borrowers' address for notices in Section 12.10 hereof (as modified by any change therein which Borrowers have supplied in writing to Agent), at least ten (10) days before the time of the public sale or the time after which any private sale or other intended disposition thereof is to be made. At any such public or private sale, Lenders may purchase the Collateral. After deduction for Related Expenses, the residue of any such Pledged Collateral; (v) subject sale or other disposition shall be applied in satisfaction of the Obligations in such order of preference as Agent or the Lenders may determine. Any excess, to the provisions of extent permitted by law, shall be paid to Borrowers and the applicable Loan DocumentsGuarantors, exercise and Borrowers and the Guarantors shall remain liable for any consensual or voting rights in respect of the Pledged Collateral; (vi) release, make extensions, discharges, exchanges or substitutions for, or surrender all or any part of the Pledged Collateral; (vii) enforce the Borrower's deficiency. The rights and remedies under of Agent and/or the Custodial Agreement with respect Lenders provided herein and in the other Loan Documents shall be cumulative and not exclusive and Agent and/or the Lenders shall have the right to exercise any one or more of such remedies and/or such other rights and remedies as may be available to Agent and/or the Lenders at law or in equity at any time and from time to time without prejudice to the Pledged Collateral; (viii) institute and prosecute legal and equitable proceedings rights of Agent and/or the Lenders to enforce collection of, or realize upon, exercise any of the Pledged Collateral; (ix) require that the Borrower and the Custodian promptly take action to liquidate the Pledged Collateral to pay amounts due and payable in respect of the Borrower Obligations; (x) remove from the Borrower's, the Adviser's and their respective agents' place of business all books, records and documents relating to the Pledged Collateral unless copies thereof shall have been provided to the Program Agent which copies of such books and records shall thereafter be deemed to be originals thereof; other rights and/or (xi) notify all Selling Institutions, Transaction Agents and Obligors related to the Loan Assets which constitute Pledged Collateral to make payments in respect thereof directly to the Program Agent's Account; (xii) remedies at the request of the Program Agent execute all documents and agreements which are necessary or appropriate to have the Pledged Collateral which constitutes Loan Assets to be assigned to the Program Agent or its designee; and (xiii) endorse the name of the Borrower upon any items of payment relating to the Pledged Collateral or upon any proof of claim in bankruptcy against an account debtortime. For purposes of taking the actions described in Subsections (i) through (xiii) of this Section 7.04(a) the Borrower hereby irrevocably appoints the Program Agent as its attorney-in-fact (which appointment being coupled with an interest is irrevocable while any of the Borrower Obligations remain unpaid), with power of substitution, in the name of the Program Agent or in the name of the Borrower or otherwise, for the use and benefit of the Program Agent, but at the cost and expense of the Borrower and with notice to the Borrower.ARTICLE X

Rights and Remedies Upon Event of Default. (a) The Program Agent (for itself and on behalf of the other Secured Parties) shall have all of the rights and remedies of a secured party under the UCC and other Applicable Law. Upon the occurrence and during the continuance of an Event of Default, the Program Agent or its designees may (i) deliver a Notice of Exclusive Control to the Custodian; (ii) instruct the Custodian to deliver any or all of the Pledged Collateral and any Loan Documents relating to the Pledged Collateral to the Program Agent or its designees and otherwise give all instructions and entitlement orders to the Custodian regarding the Pledged Collateral; (iii) sell or otherwise dispose of the Pledged Collateral, all without judicial process or proceedings; (iv) take control of the Proceeds of any such Pledged Collateral; (v) subject to the provisions of the applicable Loan Documents, exercise any consensual or voting rights in respect of the Pledged Collateral; (vi) release, make extensions, discharges, exchanges or substitutions for, or surrender all or any part of the Pledged Collateral; (vii) enforce the Borrower's rights and remedies under the Custodial Agreement with respect to the Pledged Collateral; (viii) institute and prosecute legal and equitable proceedings to enforce collection of, or realize upon, any of the Pledged Collateral; (ix) require that the Borrower and the Custodian promptly take action to liquidate the Pledged Collateral to pay amounts due and payable in respect of the Borrower Obligations; (x) remove from the Borrower's, the Adviser's and their respective agents' place of business all books, records and documents relating to the Pledged Collateral unless copies thereof shall have been provided to the Program Agent which copies of such books and records shall thereafter be deemed to be originals thereof; and/or (xi) notify all Selling Institutions, Transaction Agents and Obligors related to the Loan Assets which constitute Pledged Collateral to make payments in respect thereof directly to the Program Agent's Account; (xii) at the request of the Program Agent execute all documents and agreements which are necessary or appropriate to have the Pledged Collateral which constitutes Loan Assets to be assigned to the Program Agent or its designee; and (xiii) endorse the name of the Borrower upon any items of payment relating to the Pledged Collateral or upon any proof of claim in bankruptcy against an account debtor. For purposes of taking the actions described in Subsections (i) through (xiii) of this Section 7.04(a) the Borrower hereby irrevocably appoints the Program Agent as its attorney-in-fact (which appointment being coupled with an interest is irrevocable while any of the Borrower Obligations remain unpaid), with power of substitution, in the name of the Program Agent or in the name of the Borrower or otherwise, for the use and benefit of the Program Agent, but at the cost and expense of the Borrower and with notice to the Borrower.be

Rights and Remedies Upon Event of Default. (a) The Program Agent (for itself Upon the occurrence of any such Event of Default and on behalf of the other Secured Parties) at all times thereafter, Lender shall have all of the rights and remedies of a secured party under the UCC Illinois Uniform Commercial Code in addition to the rights and remedies of a secured party provided elsewhere within this Agreement or in any other Applicable Lawwriting executed by Borrower. Upon Lender may require Borrower to assemble the occurrence Collateral and during make it available to Lender at a reasonably convenient place to be designated by Lender. Unless the continuance Collateral is perishable, threatens to decline speedily in value, or is of an Event a type customarily sold on a recognized market, Lender will give Borrower reasonable notice of Defaultthe time and place of any public sale of the Collateral or of the time after which any private sale or other intended disposition thereof is to be made. The requirement of reasonable notice shall be met if such notice is mailed (deposited for delivery, postage prepaid, by U.S. mail) to either, at Lender's option (1) Borrower's Location set forth in Subsection 12(c) of this Agreement (as modified by any change therein which Borrower has supplied in writing to Lender), or (2) Borrower's address at which Lender customarily communicates with Borrower, at least ten (10) business days before the time of the public sale or the time after which any private sale or other intended disposition thereof is to be made. At any such public or private sale, Lender may purchase the Collateral. After deduction for Lender's Related Expenses, the Program Agent or its designees may (i) deliver a Notice of Exclusive Control to the Custodian; (ii) instruct the Custodian to deliver any or all of the Pledged Collateral and any Loan Documents relating to the Pledged Collateral to the Program Agent or its designees and otherwise give all instructions and entitlement orders to the Custodian regarding the Pledged Collateral; (iii) sell or otherwise dispose of the Pledged Collateral, all without judicial process or proceedings; (iv) take control of the Proceeds residue of any such Pledged Collateral; (v) subject sale or other disposition shall be applied in satisfaction of the Obligations in such order of preference as Lender may determine. Any excess, to the provisions extent permitted by law, shall be paid to Borrower, and Borrower shall remain liable for any deficiency. In addition, upon the occurrence of any such Event of Default and at any time thereafter, Lender shall have the applicable Loan Documents, exercise any consensual right to obtain new appraisals of Borrower or voting rights in respect of the Pledged Collateral; (vi) release, make extensions, discharges, exchanges or substitutions for, or surrender all or any part of the Pledged Collateral; (vii) enforce the Borrower's rights and remedies under the Custodial Agreement with respect to the Pledged Collateral; (viii) institute and prosecute legal and equitable proceedings to enforce collection of, or realize upon, any of the Pledged Collateral; (ix) require that the Borrower and the Custodian promptly take action to liquidate the Pledged Collateral to pay amounts due and payable in respect of the Borrower Obligations; (x) remove from the Borrower's, the Adviser's and their respective agents' place cost of business all books, records and documents relating to the Pledged Collateral unless copies thereof which shall have been provided to the Program Agent which copies of such books and records shall thereafter be deemed to be originals thereof; and/or (xi) notify all Selling Institutions, Transaction Agents and Obligors related to the Loan Assets which constitute Pledged Collateral to make payments in respect thereof directly to the Program Agent's Account; (xii) at the request of the Program Agent execute all documents and agreements which are necessary or appropriate to have the Pledged Collateral which constitutes Loan Assets to be assigned to the Program Agent or its designee; and (xiii) endorse the name of the Borrower upon any items of payment relating to the Pledged Collateral or upon any proof of claim in bankruptcy against an account debtor. For purposes of taking the actions described in Subsections (i) through (xiii) of this Section 7.04(a) the Borrower hereby irrevocably appoints the Program Agent as its attorney-in-fact (which appointment being coupled with an interest is irrevocable while any of the Borrower Obligations remain unpaid), with power of substitution, in the name of the Program Agent or in the name of the Borrower or otherwise, for the use and benefit of the Program Agent, but at the cost and expense of the Borrower and with notice to the reimbursed by Borrower.

Rights and Remedies Upon Event of Default. (a) The Program Agent (for itself and on behalf of the other Secured Parties) shall have all of the rights and remedies of a secured party under the UCC and other Applicable Law. Upon Immediately upon the occurrence and during the continuance continuation of an Event of Default, notwithstanding the Program Agent provisions of section 362 of the Bankruptcy Code, without any application, motion, or its designees may notice to, hearing before, or order from the Court, but subject to the terms of the DIP Documents and this Interim Order, including the Remedies Notice Period for the exercise of remedies other than the following (i) deliver a Notice of Exclusive Control the DIP Agent or DIP Secured Parties may declare, which declaration shall be in writing and delivered by email or overnight mail to the CustodianDebtors, any Creditors’ Committee, and the U.S. Trustee (any such declaration shall be referred to herein as a “Termination Declaration”) (A) all DIP Obligations owing under the DIP Documents to be immediately due and payable, (B) the termination, reduction or restriction of any further commitment to extend credit to the Debtors to the extent any such commitment remains under the DIP Facility, (C) termination of the DIP Facility and the DIP Documents as to any future liability or obligation of the DIP Agent or DIP Secured Parties, but without affecting any of the DIP Liens or the DIP Obligations, and (D) that any obligations to fund the Carve Out Reserve shall be triggered, through the delivery of the Carve Out Notice to the DIP Borrower; and (ii) instruct subject to paragraph 8(b), the Custodian Prepetition Secured Parties may declare a termination, reduction or restriction on the ability of the Debtors to deliver any or use Cash Collateral (the date on which a Termination Declaration is delivered, the “Termination Date”). The automatic stay in the Chapter 11 Cases otherwise applicable to the DIP Agent, the DIP Secured Parties and the Prepetition Secured Parties is hereby modified so that five (5) calendar days after the Termination Date (the “Remedies Notice Period”): (a) the DIP Agent, on behalf of the DIP Secured Parties, shall be entitled to exercise all of its rights and remedies in accordance with the Pledged DIP Documents and this Interim Order to satisfy the DIP Obligations, DIP Superpriority Claims, and DIP Liens, including (subject to: (i) the funding of the Carve Out Reserve in accordance with paragraph 5(c) hereof; and (ii) payment of all accrued but unpaid wages and benefits to the Debtors’ employees) (w) freeze or sweep monies or balances in the Debtors’ accounts; (x) immediately set-off any and all amounts in accounts maintained by the Debtors with the DIP Secured Parties against the DIP Obligations; (y) enforce any and all rights against DIP Collateral, including, without limitation, foreclosure on all or any portion of the DIP collateral, occupying the Debtors’ premises, sale or disposition of the DIP Collateral and any Loan Documents relating to the Pledged Collateral to the Program Agent or its designees and otherwise give all instructions and entitlement orders to the Custodian regarding the Pledged Collateral; (iii) sell or otherwise dispose of the Pledged Collateral, all without judicial process or proceedings; (ivz) take control of any other actions or exercise any other rights or remedies permitted under this Interim Order, the Proceeds of any such Pledged Collateral; DIP Documents or applicable law and (vb) subject to the provisions of foregoing clause (a), the applicable Loan Documents, Prepetition Secured Parties shall be entitled to exercise any consensual or voting rights in respect of the Pledged Collateral; (vi) release, make extensions, discharges, exchanges or substitutions for, or surrender all or any part of the Pledged Collateral; (vii) enforce the Borrower's their rights and remedies under to the Custodial Agreement extent available in accordance with the applicable Prepetition Secured Debt Documents and this Interim Order with respect to the Pledged Debtors’ use of Cash Collateral; (viii) institute . During the Remedies Notice Period, the Debtors shall be entitled to seek an emergency hearing within the Remedies Notice Period with the Court for the purpose of determining whether an Event of Default has occurred or is continuing, and prosecute legal and equitable proceedings with respect to enforce collection of, or realize upon, any such other matters determined to be relevant by the Court. Unless the Court orders otherwise prior to the expiration of the Pledged Collateral; (ix) require that Remedies Notice Period, the Borrower automatic stay, as to the DIP Agent, the DIP Secured Parties and the Custodian promptly take action to liquidate Prepetition Secured Parties shall automatically be terminated at the Pledged Collateral to pay amounts due and payable in respect end of the Borrower Obligations; (x) remove from Remedies Notice Period without further notice or order. Upon expiration of the Borrower'sRemedies Notice Period, absent order of the Court to the contrary, the Adviser's DIP Agent, the DIP Secured Parties and their respective agents' place of business the Prepetition Secured Parties shall be permitted to exercise all booksremedies set forth herein, records and documents relating to the Pledged Collateral unless copies thereof shall have been provided to the Program Agent which copies of such books and records shall thereafter be deemed to be originals thereof; and/or (xi) notify all Selling Institutions, Transaction Agents and Obligors related to the Loan Assets which constitute Pledged Collateral to make payments in respect thereof directly to the Program Agent's Account; (xii) at the request of the Program Agent execute all documents and agreements which are necessary or appropriate to have the Pledged Collateral which constitutes Loan Assets to be assigned to the Program Agent or its designee; and (xiii) endorse the name of the Borrower upon any items of payment relating to the Pledged Collateral or upon any proof of claim in bankruptcy against an account debtor. For purposes of taking the actions described in Subsections (i) through (xiii) of this Section 7.04(a) the Borrower hereby irrevocably appoints the Program Agent as its attorney-in-fact (which appointment being coupled with an interest is irrevocable while any of the Borrower Obligations remain unpaid), with power of substitution, in the name DIP Documents, and as otherwise available at law without further order of the Program Agent or in the name of the Borrower application or otherwise, for the use and benefit of the Program Agent, but at the cost and expense of the Borrower and motion to this Court consistent with notice to the Borrowerthis Interim Order.

Rights and Remedies Upon Event of Default. (a) The Program Agent (for itself and on behalf of the other Secured Parties) shall have all of the rights and remedies of a secured party under the UCC and other Applicable Law. Upon the occurrence and during the continuance of an Event of Default, if any Borrower Obligation has not been paid when due, the Program Agent or its designees may (i) deliver a Default Notice of Exclusive Control to the Custodian; (ii) instruct the Custodian to deliver any or all of the Pledged Collateral and any Loan Documents relating to the Pledged Assigned Collateral to the Program Agent or its designees and otherwise give all instructions and entitlement orders to the Custodian regarding the Pledged Assigned Collateral; (iii) direct the Custodian to immediately take action to liquidate the Borrower Assets or to redeem or cause the redemption of the Company Shares to pay amounts due and payable in respect of the Borrower Obligations; (iv) sell or otherwise dispose of the Pledged Assigned Collateral, all without judicial process or proceedings; (ivv) take control of the Proceeds of any such Pledged Assigned Collateral; (vvi) subject to the provisions of the applicable Loan Documents, exercise any consensual or voting rights in respect of the Pledged Assigned Collateral; (vivii) release, make extensions, discharges, exchanges or substitutions for, or surrender all or any part of the Pledged Assigned Collateral; (vii) enforce the Borrower's rights and remedies under the Custodial Agreement with respect to the Pledged Assigned Collateral; (viiiix) institute and prosecute legal and equitable proceedings to enforce collection of, or realize upon, any of the Pledged Assigned Collateral; (ix) require that the Borrower and the Custodian promptly take action to liquidate the Pledged Collateral to pay amounts due and payable in respect of the Borrower Obligations; (x) remove from the Borrower's, the Fund Adviser's and the Fund Manager's and their respective agents' place of business all books, records and documents relating to the Pledged Collateral unless copies thereof shall have been provided to the Program Agent which copies of such books and records shall thereafter be deemed to be originals thereofAssigned Collateral; and/or (xi) notify all Selling Institutions, Transaction Agents and Obligors related to the Loan Assets which constitute Pledged Collateral to make payments in respect thereof directly to the Program Agent's Account; (xii) at the request of the Program Agent execute all documents and agreements which are necessary or appropriate to have the Pledged Collateral which constitutes Loan Assets to be assigned to the Program Agent or its designee; and (xiii) endorse the name of the Borrower upon any items of payment relating to the Pledged Assigned Collateral or upon any proof of claim in bankruptcy against an account debtor. For purposes of taking the actions described in Subsections (i) through (xiiixi) of this Section 7.04(a) ), the Borrower hereby irrevocably appoints the Program Agent as its attorney-in-fact (which appointment being coupled with an interest is irrevocable while any of the Borrower Obligations remain unpaid), with power of substitution, in the name of the Program Agent or in the name of the Borrower or otherwise, for the use and benefit of the Program Agent, but at the cost and expense of the Borrower and with without notice to the Borrower.

Rights and Remedies Upon Event of Default. (a) The Program Administrative Agent (for itself and on behalf of the other Secured Parties) shall have all of the rights and remedies of a secured party under the UCC and other Applicable Law. Upon Solely upon the occurrence and during the continuance of an Event of Default, the Program Administrative Agent or its designees may (i) deliver a Notice of Exclusive Control to the Custodian; (ii) instruct the Custodian to deliver any or all of the Pledged Collateral and any Loan Documents relating to the Pledged Collateral to the Program Administrative Agent or its designees and otherwise give all instructions and entitlement orders to the Custodian regarding the Pledged Collateral; (iii) sell or otherwise dispose of the Pledged Collateral, all without judicial process or proceedings; (iv) take control of the Proceeds of any such Pledged Collateral; (v) subject to the provisions of the applicable Loan Documents, exercise any consensual or voting rights in respect of the Pledged Collateral; (vi) release, make extensions, discharges, exchanges or substitutions for, or surrender all or any part of the Pledged Collateral; (vii) enforce the Borrower's ’s rights and remedies under the Custodial Agreement with respect to the Pledged Collateral; (viii) institute and prosecute legal and equitable proceedings to enforce collection of, or realize upon, any of the Pledged Collateral; (ix) require that the Borrower and the Custodian promptly take action to liquidate the Pledged Collateral to pay amounts due and payable in respect of the Borrower Obligations; (x) remove from the Borrower's’s, the Adviser's ’s, and their respective agents' ’ place of business all books, records and documents relating to the Pledged Collateral unless copies thereof shall have been provided to the Program Administrative Agent which copies of such books and records shall thereafter be deemed to be originals thereof; and/or (xi) notify all Selling Institutions, Transaction Agents and Obligors related to the Loan Assets which constitute Pledged Collateral to make payments in respect thereof directly to the Program Administrative Agent's ’s Account; (xii) at the request of the Program Administrative Agent execute all documents and agreements which are necessary or appropriate to have the Pledged Collateral which constitutes Loan Assets to be assigned to the Program Administrative Agent or its designee; and (xiii) endorse the name of the Borrower upon any items of payment relating to the Pledged Collateral or upon any proof of claim in bankruptcy against an account debtor; and/or (xiv) require the Borrower to terminate the purchase of any additional Assets, whereupon the Borrower agrees to cease purchasing Assets (other than, as set forth in the Control Agreement, with respect to any transaction which is in the process of being executed prior to the delivery of a Notice of Exclusive Control). For purposes of taking the actions described in Subsections (i) through (xiiixiv) of this Section 7.04(a) the Borrower hereby irrevocably appoints the Program Administrative Agent as its attorney-in-fact (which appointment being coupled with an interest is irrevocable while any of the Borrower Obligations remain unpaid), with power of substitution, in the name of the Program Administrative Agent or in the name of the Borrower or otherwise, for the use and benefit of the Program Administrative Agent, but at the cost and expense of the Borrower and with notice to the Borrower.

Rights and Remedies Upon Event of Default. (a) The Program Agent (for itself and on behalf of the other Secured Parties) shall have all of the rights and remedies of a secured party under the UCC and other Applicable Law, subject to compliance with all contractual provisions applicable to Pledged Collateral which are required to be complied with by the Agent. Upon the occurrence and during the continuance of an Event of Default, the Program Agent or its designees may (i) deliver a Notice of Exclusive Control to the Custodian; (ii) instruct the Custodian to deliver any or all of the Pledged Collateral and any Loan Documents relating to the Pledged Collateral to the Program Agent or its designees and otherwise give all instructions and entitlement orders to the Custodian regarding the Pledged Collateral; (iii) require the Borrower to terminate the purchase of any additional Assets, whereupon the Borrower agrees to cease purchasing Assets (other than, as set forth in the Control Agreement, with respect to any transaction which is in the process of being executed prior to the delivery of a Notice of Exclusive Control); (iv) in accordance with the Control Agreement, require that the Custodian immediately take action to liquidate the Assets to pay amounts due and payable in respect of the Borrower Obligations; (v) sell or otherwise dispose of the Pledged Collateral, all without judicial process or proceedings; (ivvi) take control of the Proceeds of any such Pledged Collateral; (vvii) subject to the provisions of the applicable Loan Documents, exercise any consensual or voting rights in respect of the Pledged Collateral; (vi) release, make extensions, discharges, exchanges or substitutions for, or surrender all or any part of the Pledged Collateral; (vii) enforce the Borrower's rights and remedies under the Custodial Agreement with respect to the Pledged Collateral; (viii) institute and prosecute legal and equitable proceedings to enforce collection of, or realize upon, any of the Pledged Collateral; (ix) require that the Borrower and the Custodian promptly take action to liquidate the Pledged Collateral to pay amounts due and payable in respect of the Borrower Obligations; (x) remove from the Borrower's, the Adviser's and their respective agents' place of business all books, records and documents relating to the Pledged Collateral unless copies thereof shall have been provided to the Program Agent which copies of such books and records shall thereafter be deemed to be originals thereof; and/or (xi) notify all Selling Institutions, Transaction Agents and Obligors related to the Loan Assets which constitute Pledged Collateral to make payments in respect thereof directly to the Program Agent's Account; (xii) at the request of the Program Agent execute all documents and agreements which are necessary or appropriate to have the Pledged Collateral which constitutes Loan Assets to be assigned to the Program Agent or its designee; and (xiii) endorse the name of the Borrower upon any items of payment relating to the Pledged Collateral or upon any proof of claim in bankruptcy against an account debtor. For purposes of taking the actions described in Subsections (i) through (xiii) of this Section 7.04(a) the Borrower hereby irrevocably appoints the Program Agent as its attorney-in-fact (which appointment being coupled with an interest is irrevocable while any of the Borrower Obligations remain unpaid), with power of substitution, in the name of the Program Agent or in the name of the Borrower or otherwise, for the use and benefit of the Program Agent, but at the cost and expense of the Borrower and with notice to the Borrower.voting

Rights and Remedies Upon Event of Default. (a) The Program Agent (for itself and on behalf of the other Secured Parties) shall have all of the rights and remedies of a secured party under the UCC and other Applicable Law. Upon the occurrence and during the continuance of an Event of Default, the Program Agent or its designees may (i) deliver a Notice of Exclusive Control to the Custodian; (ii) instruct the Custodian to deliver any or all of the Pledged Collateral and any Loan Documents relating to the Pledged Collateral to the Program Agent or its designees and otherwise give all instructions and entitlement orders to the Custodian regarding the Pledged Collateral; (iii) sell or otherwise dispose of the Pledged Collateral, all without judicial process or proceedings; (iv) take control of the Proceeds of any such Pledged Collateral; (v) subject to the provisions of the applicable Loan Documents, exercise any consensual or voting rights in respect of the Pledged Collateral; (vi) release, make extensions, discharges, exchanges or substitutions for, or surrender all or any part of the Pledged Collateral; (vii) enforce the Borrower's rights and remedies under the Custodial Agreement with respect to the Pledged Collateral; (viii) institute and prosecute legal and equitable proceedings to enforce collection of, or realize upon, any of the Pledged Collateral; (ix) require that the Borrower and the Custodian promptly take action to liquidate the Pledged Collateral to pay amounts due and payable in respect of the Borrower Obligations; (x) remove from the Borrower's, the Adviser's and their respective agents' place of business all books, records and documents relating to the Pledged Collateral unless copies thereof shall have been provided to the Program Agent which copies of such books and records shall thereafter be deemed to be originals thereof; and/or (xi) notify all Selling Institutions, Transaction Agents and Obligors related to the Loan Assets which constitute Pledged Collateral to make payments in respect thereof directly to the Program Agent's Account; (xii) at the request of the Program Agent execute all documents and agreements which are necessary or appropriate to have the Pledged Collateral which constitutes Loan Assets to be assigned to the Program Agent or its designee; and (xiii) endorse the name of the Borrower upon any items of payment relating to the Pledged Collateral or upon any proof of claim in bankruptcy against an account debtor. For purposes of taking the actions described in Subsections (i) through (xiii) of this Section 7.04(a) the Borrower hereby irrevocably appoints the Program Agent as its attorney-in-fact (which appointment being coupled with an interest is irrevocable while any of the Borrower Obligations remain unpaid), with power of substitution, in the name of the Program Agent or in the name of the Borrower or otherwise, for the use and benefit of the Program Agent, but at the cost and expense of the Borrower and with notice to the Borrower.Collateral

Rights and Remedies Upon Event of Default. (a) The Program Agent (for itself and on behalf of the other Secured Parties) shall have all of the rights and remedies of a secured party under the UCC and other Applicable Law, subject to compliance with all contractual provisions applicable to Pledged Collateral which are required to be complied with by the Agent. Upon the occurrence and during the continuance of an Event of Default, the Program Agent or its designees may may, with the consent of the Managing Agents, and shall, at the direction of the Managing Agents, (i) deliver a Notice of Exclusive Control to the Custodian; (ii) instruct the Custodian to deliver any or all of the Pledged Collateral and any Loan Documents relating to the Pledged Collateral to the Program Agent or its designees and otherwise give all instructions and entitlement orders to the Custodian regarding the Pledged Collateral; (iii) require the Borrower to terminate the purchase of any additional Assets, whereupon the Borrower agrees to cease purchasing Assets (other than, as set forth in the Control Agreement, with respect to any transaction which is in the process of being executed prior to the delivery of a Notice of Exclusive Control); (iv) in accordance with the Control Agreement, require that the Custodian immediately take action to liquidate the Assets to pay amounts due and payable in respect of the Borrower Obligations; (v) sell or otherwise dispose of the Pledged Collateral, all without judicial process or proceedings; (ivvi) take control of the Proceeds of any such Pledged Collateral; (vvii) subject to the provisions of the applicable Loan Documents, exercise any consensual or voting rights in respect of the Pledged Collateral; (viviii) release, make extensions, discharges, exchanges or substitutions for, or surrender all or any part of the Pledged Collateral; (viiix) enforce the Borrower's ’s rights and remedies under the Custodial Agreement with respect to the Pledged Collateral; (viiix) institute and prosecute legal and equitable proceedings to enforce collection of, or realize upon, any of the Pledged Collateral; (ixxi) require that the Borrower and the Custodian promptly immediately take action to liquidate the Pledged Collateral Assets to pay amounts due and payable in respect of the Borrower Obligations; (xxii) remove from the Borrower's’s, the Adviser's ’s and their respective agents' ’ (other than, except as set forth in the Control Agreement, the Custodian) place of business all books, records and documents relating to the Pledged Collateral unless copies thereof shall have been provided to the Program Agent which copies of such books and records shall thereafter be deemed to be originals thereof; and/or (xixiii) notify all Selling Institutions, Transaction Agents and Obligors related to the Loan Assets which constitute Pledged Collateral to make payments in respect thereof directly to the Program Agent's ’s Account; (xiixiv) at the request of the Program Agent execute all documents and agreements which are necessary or appropriate to have the Pledged Collateral which constitutes Loan Assets to be assigned to the Program Agent or its designee; and (xiiixv) endorse the name of the Borrower upon any items of payment relating to the Pledged Collateral or upon any proof of claim in bankruptcy against an account debtor. For purposes of taking the actions described in Subsections (i) through (xiiixv) of this Section 7.04(a) the Borrower hereby irrevocably appoints the Program Agent as its attorney-in-fact (which appointment being coupled with an interest is irrevocable while any of the Borrower Obligations remain unpaid), with power of substitution, in the name of the Program Agent or in the name of the Borrower or otherwise, for the use and benefit of the Program Agent, but at the cost and expense of the Borrower and with without notice to the Borrower. The Agent shall comply in all material respects with any Applicable Law binding upon it with respect to its sale of the Pledged Collateral, including, without limitation, any obligation to act in a commercially reasonable manner.

Rights and Remedies Upon Event of Default. (a) The Program Agent (for itself and on behalf of the other Secured Parties) shall have all of the rights and remedies of a secured party under the UCC and other Applicable Law. Upon the occurrence and during the continuance of an Event of Default, the Program Agent or its designees may (i) deliver a Notice of Exclusive Control to the Custodian; (ii) instruct the Custodian to deliver any or all of the Pledged Collateral and any Loan Documents relating to the Pledged Collateral to the Program Agent or its designees and otherwise give all instructions and entitlement orders to the Custodian regarding the Pledged Collateral; (iii) sell or otherwise dispose of the Pledged Collateral, all without judicial process or proceedings; (iv) take control of the Proceeds of any such Pledged Collateral; (v) subject to the provisions of the applicable Loan Documents, exercise any consensual or voting rights in respect of the Pledged Collateral; (vi) release, make extensions, discharges, exchanges or substitutions for, or surrender all or any part of the Pledged Collateral; (vii) enforce the Borrower's ’s rights and remedies under the Custodial Agreement with respect to the Pledged Collateral; (viii) institute and prosecute legal and equitable proceedings to enforce collection of, or realize upon, any of the Pledged Collateral; (ix) require that the Borrower and the Custodian promptly take action to liquidate the Pledged Collateral to pay amounts due and payable in respect of the Borrower Obligations; (x) remove from the Borrower's’s, the Adviser's ’s and their respective agents' ’ place of business all books, records and documents relating to the Pledged Collateral unless copies thereof shall have been provided to the Program Agent which copies of such books and records shall thereafter be deemed to be originals thereof; and/or (xi) notify all Selling Institutions, Transaction Agents and Obligors related to the Loan Assets which constitute Pledged Collateral to make payments in respect thereof directly to the Program Agent's ’s Account; (xii) at the request of the Program Agent execute all documents and agreements which are necessary or appropriate to have the Pledged Collateral which constitutes Loan Assets to be assigned to the Program Agent or its designee; and (xiii) endorse the name of the Borrower upon any items of payment relating to the Pledged Collateral or upon any proof of claim in bankruptcy against an account debtor. For purposes of taking the actions described in Subsections (i) through (xiii) of this Section 7.04(a) the Borrower hereby irrevocably appoints the Program Agent as its attorney-in-fact (which appointment being coupled with an interest is irrevocable while any of the Borrower Obligations remain unpaid), with power of substitution, in the name of the Program Agent or in the name of the Borrower or otherwise, for the use and benefit of the Program Agent, but at the cost and expense of the Borrower and with notice to the Borrower.