Common use of Remedies Upon Event of Default Clause in Contracts

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, 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 may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions (whether before or after the Closing Date), at the same or 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, 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, and (iii) 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 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 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 hereby waived by the Borrower.

Remedies Upon Event of Default. If any an 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 mayshall, and at upon the written request of the Required Lenders shallLenders, 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, take either 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 both Holdings, the result that would occur upon the giving of written notice by the following actions Administrative Agent as specified in clauses (whether before or after the Closing Datei), at (ii), (iii), and (iv) below shall occur automatically without the same or different times: 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 the Commitments, immediately and thereupon the Commitments any Fees theretofore accrued shall terminate immediately, 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 then outstanding and all Obligations to be be, whereupon the same shall become, forthwith 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, and (iii) 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 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 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 Cash Collateral 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 L/C Obligations as 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 automatically become due not be permitted to borrow Revolving Credit Loans and payable, without presentment, demand, protest Letters of Credit shall not be issued or other notice renewed unless and until the Cure Right is made on or prior to the expiration of any kind, all 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 which are hereby waived by the Borrowersuch fiscal period.

Remedies Upon Event of Default. (a) If any an Event of Default occurs shall have occurred and is be 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 then Administrative Agent may, may (and shall at the request direction of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions (whether before or after the Closing Date), at the same or different times: Lenders): (i) terminate the Commitments, and thereupon suspend the Commitments shall terminate immediately, with respect to such Borrowers; (ii) terminate the Commitments with respect to such Borrowers hereunder and declare the Loans occurrence of the Maturity Date; (iii) declare the principal of, and all interest then outstanding accrued on, the applicable Obligations of such Borrowers 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 be declared to be due and payable), and thereupon the principal of the Loans so declared to be forthwith due and payable, together whereupon the same shall forthwith become due and payable without presentment, demand, 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 accrued interest thereon respect to such Borrowers; (v) suspend the obligation of the Lenders to make Loans, and all fees (vi) without notice of default or demand, pursue and other obligations enforce any of each Loan Party accrued 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 immediatelyconcurrently therewith, without any further action by Administrative Agent or the Lenders, and 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 are the Borrowers hereby waived by the Borrower, and (iii) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto) 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 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 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 hereby waived by the Borrowerexpressly waive.

Remedies Upon Event of Default. (a) If any an Event of Default occurs and is continuingshall have occurred, 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 then Administrative Agent may, may (and shall at the request direction of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions (whether before or after the Closing Date), at the same or different times: Lenders): (i) terminate the Commitments, and thereupon suspend the Commitments shall terminate immediately, with respect to such Borrowers; (ii) terminate the Commitments with respect to such Borrowers hereunder and declare the Loans occurrence of the Maturity Date; (iii) declare the principal of, and all interest then outstanding accrued on, the applicable Obligations of such Borrowers 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 be declared to be due and payable), and thereupon the principal of the Loans so declared to be forthwith due and payable, together whereupon the same shall forthwith become due and payable without presentment, demand, 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 accrued interest thereon respect to such Borrowers; (v) suspend the obligation of the Lenders to make Loans, and all fees (vi) without notice of default or demand, pursue and other obligations enforce any of each Loan Party accrued 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 immediatelyconcurrently therewith, without any further action by Administrative Agent or the Lenders, and 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 are the Borrowers hereby waived by the Borrower, and (iii) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto) 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 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 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 hereby waived by the Borrowerexpressly waive.

Remedies Upon Event of Default. (a) If any an Event of Default occurs and is continuingshall have occurred, 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, then the Administrative Agent may, may (and shall at the request direction of the Required Lenders shallLenders) and, by notice if applicable, subject to the Borrower, take either or both right of the following actions (whether before Borrowers to initiate Capital Calls to cure such Event of Default or after repay the Closing Date), at Obligations in full prior to the same or different times: exercise of remedies by the Administrative Agent contained in Section 10.2(b): (i) terminate the Commitments, and thereupon suspend the Commitments shall terminate immediately, of the Lenders; (ii) terminate the Commitment of the Lenders hereunder and declare the Loans occurrence of the Maturity Date; (iii) declare the principal of, and all interest then outstanding accrued on, the Obligations 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 be declared to be due and payable), and thereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued interest thereon whereupon the same shall forthwith become due and payable without presentment, demand, 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 fees 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 other obligations 5.3 and the Collateral Documents, including, but not limited to, the initiation of each Loan Party accrued 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 immediatelyconcurrently therewith, without any further action by the Administrative Agent or the Lenders, or any of them, and 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 are hereby waived by the Borrower, and (iii) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto) 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 each 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 Borrowers hereby waived by the 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 any kind, all of which are hereby waived by the Borrowerexpressly waives.

Remedies Upon Event of Default. If any an 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 Term Administrative Agent mayshall, and at upon the written request of the Required Lenders shall(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 the Borrower, take either or both without prejudice to the rights of the following actions Administrative Agents or any Lender to enforce its claims against the Borrower, except as otherwise specifically provided for in this Agreement (whether before or after provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Closing DateBorrower, the result that would occur upon the giving of written notice by the Term Administrative Agent as specified in clauses (i), at (ii), (iii) and (iv) below shall occur automatically without the same or different times: 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 and, after any termination of the CommitmentsRevolving Credit Commitments pursuant to this clause (i), and thereupon the Commitments Required Term Loan Lenders shall terminate immediately, have the right to accelerate the Term Loans; (ii) declare the principal of and any accrued interest and fees in respect of all Loans then outstanding (or, in the case of action by the Required Revolving Credit Lenders, all Revolving Credit Loans) and all related Obligations to be be, whereupon the same shall become, forthwith 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, and (iii) 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 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 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 (and Cash Collateral for the L/C Obligations as described above shall automatically become due and payableBorrower agrees that upon receipt of such notice, without presentment, demand, protest or other notice upon the occurrence of any kind, all an Event of which are hereby waived by Default specified in Section 11.5 with respect to the Borrower, it will) Cash Collateralize all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions previously described will be permitted to occur only following the expiration of the ability to effectuate the Cure Right.

Remedies Upon Event of Default. If any an 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 mayshall, and at upon the written request of the Required Lenders shallLenders, by written notice to the BorrowerBorrower Representative, take either any or both all of the following actions actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings, the Borrowers and any other Credit Parties, except as otherwise specifically provided for in this Agreement (whether before provided that, if an Event of Default specified in Section 12.5 shall occur with respect to any Borrower or after Holdings, the Closing Dateresult that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), at (ii), (iii), and (iv) below shall occur automatically without the same or different times: giving of any such notice): (i) terminate declare the CommitmentsTotal Revolving Credit Commitment and Swingline Commitment terminated, and thereupon whereupon the Commitments and Swingline Commitment, if any, of each Lender or the Swingline Lender, as the case may be, shall forthwith terminate immediately, 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 then outstanding and all Obligations to be be, whereupon the same shall become, forthwith 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 each Borrower to the Borrower, and extent permitted by applicable law; (iii) require that the Borrower Borrowers to Cash Collateralize any outstanding Letters of Credit, Banker’s Acceptances and BA Equivalent Notes; and/or (iv) direct the L/C Obligations Borrowers to pay (and each Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in an amount equal Section 12.5 with respect to Holdings or any Borrower, it will pay) to the Minimum Collateral Amount with respect thereto) Administrative Agent at the Administrative Agent’s Office such additional amounts of cash as are necessary to Cash Collateralize all outstanding Letters of Credit, Banker’s Acceptances and thereupon such Cash Collateral shall become due and payable immediatelyBA Equivalent Notes, without presentmentto be held as security for the Borrowers’ respective reimbursement obligations for drawings that may subsequently occur thereunder; provided, demand, protest or other notice of any kind, all of which are hereby waived by that in the Borrower, and in case of any event described an Event of Default under Section 12.3(a) in respect of a failure to observe or perform the covenant under Section 8.1(h) or (i)11.11, such actions will be permitted to occur only following the Commitments shall automatically terminate (whether before or after the Closing Date) the principal expiration of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of each Loan Party accrued under ability to effectuate 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 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 hereby waived by the BorrowerCure Right if such Cure Right has not been so exercised.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, thenTHEN, and in every such event (other than an event x) upon the occurrence of any Event of Default described in Section 8.1(h) or (i)8.1(f), and at any time thereafter during the continuance of such event, the Administrative Agent mayautomatically, and (y) upon the occurrence of any other Event of Default, at the request of (or with the Required Lenders shallconsent of) Requisite Lenders, by upon notice to Company by Administrative Agent, (a) the BorrowerRevolving Commitments, take either or both if any, of each Lender having such Revolving Commitments and the obligation of Issuing Bank to issue any Letter of Credit shall immediately terminate; (b) each of the following actions (whether before or after the Closing Date), at the same or 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, 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 immediately become due and payable, together with accrued interest thereon and all fees and other obligations of in each Loan Party accrued under the Loan Documents, shall become due and payable immediately, 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 Borrowerunpaid principal amount of and accrued interest on the Loans, (ii) an amount equal to the 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) require that all other Obligations; provided, the foregoing shall not affect in any way the obligations of Lenders under Section 2.3(b)(v) or Section 2.4(e); (c) Administrative Agent may cause Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents; and (d) Administrative Agent shall direct Borrowers to pay (and each Borrower Cash Collateralize hereby agrees upon receipt of such notice, or upon the L/C Obligations (occurrence of any Event of Default specified in an amount equal to the Minimum Collateral Amount with respect theretoSections 8.1(f) and thereupon (g) to pay) to Administrative Agent such Cash Collateral shall become due and payable immediatelyadditional amounts of cash as reasonable requested by Issuing Bank, without presentment, demand, protest or other notice to be held as security for such Borrower’s reimbursement Obligations in respect of any kind, all Letters 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 the Loans Credit 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 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 hereby waived by the Borrower.

Remedies Upon Event of Default. (a) If any an Event of Default occurs shall have occurred and is be 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 then Administrative Agent may, may (and shall at the request direction of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions (whether before or after the Closing Date), at the same or different times: Lenders): (i) terminate the Commitments, and thereupon suspend the Commitments shall terminate immediately, with respect to such Borrowers; (ii) terminate the Commitments with respect to such Borrowers hereunder and declare the Loans occurrence of the Maturity Date; (iii) declare the principal of, and all interest then outstanding accrued on, the applicable Obligations of such Borrowers 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 be declared to be due and payable), and thereupon the principal of the Loans so declared to be forthwith due and payable, together whereupon the same shall forthwith become due and payable without presentment, demand, 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 Credit Parties 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 accrued interest thereon respect to such Credit Parties; (v) suspend the obligation of the Lenders to make Loans, and all fees (vi) without notice of default or demand, pursue and other obligations enforce any of each Loan Party accrued 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 immediatelyconcurrently therewith, without any further action by Administrative Agent or the Lenders, and 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 are the Credit Parties hereby waived by the Borrower, and (iii) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto) 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 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 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 hereby waived by the Borrowerexpressly waive.

Remedies Upon Event of Default. If 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 mayshall, and at the request of of, or may, with the Required Lenders shallconsent of, by notice to the BorrowerMajority Lenders, take either any or both all of the following actions (whether before or after the Closing Date)actions, at the same or different times: (i) terminate the Aggregate Commitments, and thereupon the Aggregate Commitments shall terminate immediately, (ii) declare the 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 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 Secured Obligations of each Loan Party 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 (iii) require that cash collateral for the Borrower Cash Collateralize the L/C Obligations (LC Exposure in an amount equal to the Minimum Collateral Amount accordance with respect theretoSection 2.04(j) 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, hereof; and in case of any event described in Section 8.1(h7.01(g) or (iSection 7.01(h), the Aggregate Commitments shall automatically terminate (whether before or after the Closing Date) and the principal of the Loans then outstandingoutstanding and cash collateral for the LC Exposure, together with accrued interest thereon and all fees and other obligations of each Loan Party Secured Obligations accrued hereunder and under the other 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 Borrower. Upon the occurrence and Cash Collateral for during the L/C Obligations as described above shall automatically become due continuance of an Event of Default, the Administrative Agent may, and payableat the request of the Majority Lenders shall, without presentmentexercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, demand, protest or other notice of any kind, including all of which are hereby waived by remedies provided under the BorrowerUCC.

Remedies Upon Event of Default. a. If any Event of Default occurs shall occur and is continuingbe continuing then Lender, 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 may, and at the request of the Required Lenders shall, by upon notice to the Borrower, take either may do any or both all of the following actions (whether before or after the Closing Date), at the same or different timesfollowing: (i) terminate or reduce the Commitments, and thereupon the Commitments shall terminate immediately, commitment of Lender to make Loans to Borrower under this Credit Agreement; (ii) declare all obligations of Borrower hereunder and under the Loans then outstanding Note 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 be declared to be due and payable), and thereupon the principal of the Loans so declared to be immediately due and payable, together with accrued interest thereon whereupon the Borrower Obligations hereunder and all fees and other obligations of each Loan Party accrued under the Loan Documents, Note shall immediately become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by expressly waived, anything in this Credit Agreement or in any other Loan Document to the Borrower, and contrary notwithstanding; (iii) require that enforce its rights under any one or more of the Loan Documents in accordance with Applicable Law; (iv) 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 Cash Collateralize Subsidiaries and (v) subject to prior FCC approval, if required, perform on behalf of Borrower or any of the L/C Borrower Subsidiaries any and all work and labor necessary to build, operate and maintain the License System; provided that upon the occurrence of any Event of Default under Section 7.1(c), 7.1(e) or 7.1(h) the commitment of Lender shall immediately terminate and all Borrower Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto) and thereupon such Cash Collateral shall automatically become immediately due and payable immediately, without presentment, demand, protest notice or other notice demand 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 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 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 hereby waived by the Borrower.

Remedies Upon Event of Default. If any In the case of an Event of Default occurs and is continuingDefault, 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 eventEvent of Default, the Administrative Agent may, and at the request of the Required Lenders Lenders, shall, by written notice to the Borrower, take either any one or both more of the following actions (whether before or after the Closing Date)actions, at the same or different times: (i) terminate the Commitments, this Agreement and thereupon the any Commitments shall terminate immediatelymade hereunder, (ii) exercise any all remedies available to the Administrative Agent and the Lenders under the Security Documents or otherwise available at law or in equity, including the Uniform Commercial Code, by suit in equity by action at law, judicial or no judicial foreclosure, 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 the Loans any Note and any Loan then outstanding to be due and payable in whole (or in part, in which case any principal portion of the Principal Amount not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans Principal Amount so declared to be due and payable, together with accrued interest thereon and all fees charges, fees, expenses, indemnities and other obligations of each Obligations owing or payable hereunder or under any other Loan Party accrued under the Loan DocumentsDocument, shall become due and payable immediately, 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, . The Loan Parties must cooperate with the Administrative Agent and (iii) require that continue to operate 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 business as required 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 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 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 hereby waived by the BorrowerAdministrative Agent.

Remedies Upon Event of Default. If any an Event of Default occurs and is continuing, then, and in every such event continuing (other than in the case of an event described 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 Borrowers, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 8.1(h) 11.5 shall occur with respect to the 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 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 Borrowers to pay (and the 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 Borrowers, 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 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 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 mayshall, and at upon the written request of the Required Lenders shallRevolving Credit Lenders, by written notice to the BorrowerHoldings, take either or both of the following actions (whether before or after the Closing Date)actions, at the same or different times: 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 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 the Commitments, immediately and thereupon the Commitments any Fees theretofore accrued shall terminate immediately, 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 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 each Loan Party the Borrowers accrued under the Loan Documentshereunder, 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 Borrowers (iii) 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 extent permitted by the Borrower, and in case of any event described in Section 8.1(h) or (iapplicable law), 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 hereby waived by the 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 any kind, all of which are hereby waived by the Borrower.

Remedies Upon Event of Default. (a) Upon the occurrence of an Event of Default of the type described in Section 4.01(f) or 4.01(g), the Outstanding Principal Balance of, and accrued interest on, all Series of Notes, together with all other amounts then due and owing to the Holders, shall become immediately due and payable without further action by any Person. If any other Event of Default occurs and is continuing, thenthen the Indenture Trustee, 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 may, and acting at the request Direction of the Required Lenders shallRequisite Majority, by notice to the Borrower, take either or both of the following actions (whether before or after the Closing Date), at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, (ii) may declare the Loans principal of and accrued interest on all Securities then outstanding Outstanding to be due and payable in whole immediately, by written notice to the Issuer, the Servicer, the Hedge Providers, the Liquidity Facility Providers and the Administrator (or in parta “Default Notice”), in which case and upon any such declaration such principal not so and accrued interest shall become immediately due and payable. At any time after the Indenture Trustee has declared the Outstanding Principal Balance of the Notes to be due and payable may thereafter be declared and prior to the exercise of any other remedies pursuant to this Master Indenture, the Indenture Trustee (at the Direction of the Requisite Majority), by written notice to the Issuer, the Servicer and the Administrator may, except in the case of (i) a default in the deposit or distribution of any payment required to be due 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 payable)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 thereupon the principal of and premium, if any, on 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 Securities that would have become due and payable immediatelyotherwise than by such declaration of acceleration, without presentment, demand, protest (2) the rescission would not conflict with any judgment or other notice of any kind, all of which are hereby waived by the Borrowerdecree, and (iii3) require all other defaults and Events of Default, other than nonpayment of interest and principal on the Securities 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 have become due and payable immediatelysolely because of such acceleration, without presentment, demand, protest have been cured 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 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 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 hereby waived by the Borrowerwaived.

Remedies Upon Event of Default. (a) If any Event of Default occurs and is continuing, then, and in every such event (other than an any event described in Section 8.1(h8.01(h) or (i))) or a Financial Covenant Event of Default) occurs, and at any time thereafter during the continuance of such eventEvent of Default, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either any or both all of the following actions (whether before or after the Closing Date)actions, at the same or 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, 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 the Borrower accrued under hereunder (including all amounts of LC Obligations, whether or not the Loan Documentsbeneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder), 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 (iii) require exercise on behalf of itself, the Lenders and the Issuing Lenders all rights and remedies available to it, the Lenders and the Issuing Lenders under the Loan Documents. provided, however, 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(h8.01(h) or (i), the Commitments shall automatically terminate (whether before or after the Closing Date) and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of each Loan Party the Borrower accrued under hereunder (including all amounts of LC Obligations, whether or not the Loan Documentsbeneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder), 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 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 hereby waived by the Borrower.

Remedies Upon Event of Default. If any an Event of Default occurs and is continuing, then, and in every such event continuing (other than in the case of an event described 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 the Borrower, take any or all of the following actions, without prejudice to the rights of the Administrative Agent to enforce 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 8.1(h) 11.5 shall occur with respect to Holdings or the Borrower, 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 terminated, whereupon the Revolving Commitments, 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 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 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 10.9 (provided, that the actions hereinafter described 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 mayshall, and at upon the written request of the Required Revolving Credit Lenders shallunder the Revolving Credit Facility, by written notice to the Borrower, take either or both of the following actions (whether before or after the Closing Date)actions, at the same or different times: 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 the Commitments, immediately and thereupon the Commitments any Fees theretofore accrued shall terminate immediately, forthwith become due and payable without any other notice of any kind; and (ii) declare the Revolving Credit 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 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 each Loan Party the Borrower accrued under the Loan Documentshereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the BorrowerBorrower (to the 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 immediately preceding sentence as a result of an Event of Default under Section 11.3(a) 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 event, be declared to be due and payable), and (iii) require that 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 Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto) and thereupon such Cash Collateral 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, and in case of any event described in Section 8.1(h) or Borrower (ito the extent permitted by applicable law), 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 hereby waived by the 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 any kind, all of which are hereby waived by the Borrower.

Remedies Upon Event of Default. If 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 mayshall, and at the request of of, or may, with the consent of, the Required Lenders shall, by notice to the BorrowerLenders, take either any or both all of the following actions (whether before or after the Closing Date), at the same or different timesactions: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, (iia) declare the 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 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 commitment of each Loan Party accrued under the Loan Documents, shall become due Lender to make Loans and payable immediately, without presentment, demand, protest or other notice any obligation (if any) of any kind, all of which are hereby waived by the Borrower, and (iii) require that the Borrower Cash Collateralize the L/C Obligations Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments shall be terminated; (in an b) declare the unpaid principal 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 kindall outstanding Loans, all of which are hereby waived by the Borrowerinterest accrued and unpaid thereon, and in case of all other amounts owing or payable hereunder or under 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 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 Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (c) require that the Borrower and Cash Collateral for Collateralize the L/C Obligations (in an amount equal to 100% of the face amount of such Letter of Credit); and (d) exercise on behalf of itself, the Lenders and the 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 the occurrence of any Event of Default under Section 8.01(f), the obligation of each Lender to make Loans and the 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 described above 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 presentment, demand, protest further act of the Administrative Agent or other notice of any kind, all of which are hereby waived by the BorrowerLender.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, then, and in every such event continuing (other than an event described in Event of Default under Section 8.1(h8.01(b)(ii) or Section 8.01(n)(i) (isolely with respect to a VIE Credit Agreement that does not include Term B Loans)), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the 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 Revolving Credit and Term A Lenders only, and in such case only with respect to the 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, by notice to the Borrower, take either any or both all of the following actions (whether before or after the Closing Date), at the same or different timesactions: (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, 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 commitment of each Loan Party accrued under the Loan Documents, shall become due Lender to make Loans and payable immediately, without presentment, demand, protest or other notice any obligation of any kind, all of which are hereby waived by the Borrower, and (iii) require that the Borrower Cash Collateralize the L/C Obligations (in an Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; declare the unpaid principal 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 kindall outstanding Loans, all of which are hereby waived by the Borrowerinterest accrued and unpaid thereon, and in case of all other amounts owing or payable hereunder or under 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 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 Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; require that the Borrower and Cash Collateral for Collateralize the L/C Obligations as described above shall automatically become due (in an amount equal to the then Outstanding Amount thereof); and payableexercise on behalf of itself, without presentmentthe Lenders and the L/C Issuers all rights and remedies available to it, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.Lenders and the L/C Issuers under the Loan Documents;

Remedies Upon Event of Default. If any an Event of Default occurs and is continuing, then, and in every such event continuing (other than in the case of an event described 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 8.1(h) 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 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 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 mayshall, and at upon the written request of the Required Lenders shallRevolving Credit Lenders, by written notice to the BorrowerHoldings, take either or both of the following actions (whether before or after the Closing Date)actions, at the same or different times: 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 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 the Commitments, immediately and thereupon the Commitments any Fees theretofore accrued shall terminate immediately, 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 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 each Loan Party the Borrower accrued under the Loan Documentshereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the BorrowerBorrower (to the extent permitted by applicable law). On or after the expiration of the Term Loan Standstill Period, 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 event, be declared to be due and payable), and (iii) require that 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 Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto) and thereupon such Cash Collateral 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, and in case of any event described in Section 8.1(h) or Borrower (ito the extent permitted by applicable law), 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 hereby waived by the 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 any kind, all of which are hereby waived by the Borrower.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, then, and in every then (A) if such event (other than is an event described Event of Default specified in Section 8.1(h9.01(f) or (i)Section 9.01(g), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request all of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions (whether before or after the Closing Date), at the same or different times: (i) terminate the Commitments, and thereupon the Commitments Notes shall terminate immediately, (ii) declare the 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 be declared to be due and payable), and thereupon the principal of the Loans so declared to be automatically become immediately due and payable, together with interest accrued interest thereon and all fees and other obligations of each Loan Party accrued under the Loan Documentspremium, shall become due and payable immediatelyif any, thereon, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the BorrowerBorrower and each other Loan Party, (B) 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 Borrower all of its Notes to be, and (iii) 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 Borrowerits Notes shall thereupon be and become, 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 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 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 the Borrower and Cash Collateral for 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 L/C Obligations as described above Borrower all of its Notes to be, and all of its Notes shall automatically become 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 the BorrowerBorrower and each other Loan Party. The Principal amount of the Notes payable upon an Event of Default and acceleration pursuant to this Section 9.02 shall be an amount equal to the outstanding Principal amount of the Notes.

Remedies Upon Event of Default. If any an Event of Default occurs and is continuing, then, and in every such event continuing (other than in the case of an event described 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 8.1(h) 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 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 mayshall, and at upon the written request of the Required Lenders shallRevolving Credit Lenders, by written notice to the BorrowerHoldings, take either or both of the following actions (whether before or after the Closing Date)actions, at the same or different times: 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 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 the Commitments, immediately and thereupon the Commitments any Fees theretofore accrued shall terminate immediately, 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 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 each Loan Party the Borrower accrued under the Loan Documentshereunder, 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 Borrower (iii) 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 extent permitted by the Borrower, and in case of any event described in Section 8.1(h) or (iapplicable law), 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 hereby waived by the 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 any kind, all of which are hereby waived by the Borrower.

Remedies Upon Event of Default. a. If any Event of Default occurs shall occur and is continuingbe continuing then Lender, 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 may, and at the request of the Required Lenders shall, by upon notice to the Borrower, take either may do any or both all of the following actions (whether before or after the Closing Date), at the same or different timesfollowing: (i) terminate or reduce the Commitments, and thereupon the Commitments shall terminate immediatelycommitment of Lender to make Loans to Borrower under this Credit Agreement, (ii) declare all obligations of Borrower hereunder and under the Loans then outstanding Note 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 be declared to be due and payable), and thereupon the principal of the Loans so declared to be immediately due and payable, together with accrued interest thereon whereupon the Borrower Obligations hereunder and all fees and other obligations of each Loan Party accrued under the Loan Documents, Note shall immediately become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by expressly waived, anything in this Credit Agreement or in any other Loan Document to the Borrowercontrary notwithstanding, and (iii) require that enforce its rights under any one or more of the Loan Documents in accordance with Applicable Law, (iv) 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 Cash Collateralize Subsidiaries and (v) subject to prior FCC approval, if required, perform on behalf of Borrower or any of the L/C Borrower Subsidiaries any and all work and labor necessary to build, operate and maintain the License System; provided that upon the occurrence of any Event of Default under Section 7.1(c), 7.1(e) or 7.1(h) the commitment of Lender shall immediately terminate and all Borrower Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto) and thereupon such Cash Collateral shall automatically become immediately due and payable immediately, without presentment, demand, protest notice or other notice demand 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 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 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 hereby waived by the Borrower.

Remedies Upon Event of Default. If any In the event an 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 may, and at the upon written request of the Required Lenders Banks, shall, by notice to the Borrower, take either exercise any one or both more of the following actions (whether before Rights, and any other Rights available at law or after in equity or provided in any of the Closing Date), at the same or different timesLoan Documents: (i) terminate all or any portion of the CommitmentsCommitments (including the commitment to issue Letters of Credit), and thereupon the such Commitments shall terminate immediatelythereupon terminate, and (ii) declare the Loans principal of, and all earned and accrued interest on, the Notes then outstanding and all other accrued and unpaid Obligations 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 be declared to be due and payable), and thereupon the principal of the Loans so declared to be immediately due and payable, together with accrued interest thereon whereupon the same shall be and all fees and other obligations of each Loan Party accrued under the Loan Documents, shall become due and payable immediatelypayable, 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, provided however, upon the occurrence of any Event of Default specified in Section 7.1(e) or Section 7.(f), all of the Commitments shall thereupon automatically and (iii) require that immediately terminate and the Borrower Cash Collateralize principal of, and all earned and accrued interest on the L/C Notes then outstanding and all other accrued and unpaid Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto) shall thereupon be and thereupon such Cash Collateral shall become automatically and immediately due and payable immediatelypayable, 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, and in case of . If any event described in Section 8.1(h) or (i), the Commitments shall automatically terminate (whether before or after the Closing Date) the principal amount payable under any of the Loans then outstanding, together with accrued Loan Documents is not paid when due the outstanding and unpaid portion of such amount shall bear interest thereon and all fees and other obligations of each Loan Party accrued under at 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 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 hereby waived by the BorrowerDefault Rate.

Remedies Upon Event of Default. If any Event of Default (other than an event with respect to Borrower described in Section 8.01(g) or (h)) 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 maymay and, and at the request of the Required Lenders Lenders, shall, by notice to the Borrower, take either or both of the following actions (whether before or after the Closing Date)actions, at the same or different times: (i) terminate the Commitments, and thereupon forthwith the Commitments shall terminate immediately, and (ii) declare the Loans and Reimbursement Obligations then outstanding to be forthwith 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 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 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 (h) 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 and all other obligations Obligations of each Loan Party Borrower accrued under the Loan Documentshereunder, 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 (iii) 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 with respect to Borrower described in Section 8.1(h8.01(g) or (ih), the Commitments shall automatically terminate (whether before or after the Closing Date) the principal of the Loans then outstandingand Reimbursement Obligations, together with accrued interest thereon and all any unpaid accrued fees and all other obligations Obligations of each Loan Party Borrower accrued under the Loan Documents, 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 Borrower contrary in this Agreement, during the Certain Funds Period, the Administrative Agent and Cash Collateral for the L/C Obligations Lenders shall not, except as described above shall automatically become due and payableprovided in the immediately preceding sentence, without presentment(A) if the conditions specified in Section 4.02 have been satisfied, demanddecline or refuse or fail to make available any Term Loans or Acquisition Revolving Loans, protest (B) cancel any of the Commitments to the extent to do so would prevent or other notice limit the making of a Term Loan or an Acquisition Revolving Loan, (C) cancel, accelerate or cause repayment or prepayment of any kindamounts owing hereunder or under any other Loan Document to the extent to do so would prevent or limit the making of a Term Loan or an Acquisition Revolving Loan, (D) exercise any right of set-off or counterclaim in respect of a Loan or a requested Loan to the extent to do so would prevent or limit the making of a Term Loan or an Acquisition Revolving Loan or (E) rescind, terminate or cancel this Agreement or any of the Commitments or exercise any similar right or remedy or make or enforce any claim under the Loan Documents it may have to the extent to do so would prevent or limit the making of a Term Loan or an Acquisition Revolving Loan; and all provisions in the Loan Document shall be interpreted and construed accordingly. After the Certain Funds Period, all of which are hereby waived by the Borrowerrights, remedies and entitlements of the Administrative Agent and the Lenders shall be available notwithstanding that certain rights, remedies and entitlements were not exercised or available during the Certain Funds Period.

Remedies Upon Event of Default. If 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 mayshall, and at the request of of, or may, with the consent of, the Required Lenders shall, by notice to the BorrowerLenders, take either any or both all of the following actions (whether before or after the Closing Date), at the same or different timesactions: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, (iia) declare the Commitment of each Lender to make Loans then outstanding and any obligation of the L/C Issuer to make L/C Credit Extensions to be due terminated, whereupon such commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable in whole (hereunder or in part, in which case under any principal not so declared other Loan Document to be due and payable may thereafter be declared to be immediately 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 expressly waived by the Borrower, and ; (iiic) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto); and (d) exercise on behalf of itself, the Lenders and thereupon such Cash Collateral shall become due the L/C Issuer all rights and payable immediatelyremedies available to it, without presentmentthe Lenders and the L/C Issuer under the Loan Documents or Applicable Law or equity; provided, demandhowever, protest or other notice that upon the occurrence of any kind, all of which are hereby waived by the Borrower, and in case of any an event described in Section 8.1(h8.01(f) or (i)with respect to the Borrower, the Commitments Commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate (whether before or after terminate, the Closing Date) the unpaid principal amount of the all outstanding Loans then outstanding, together with accrued interest thereon and all fees interest and other obligations of each Loan Party accrued under the Loan Documents, amounts as aforesaid shall automatically become due and payable, without presentment, demand, protest or other notice and the obligation of any kind, all of which are hereby waived by the Borrower and to Cash Collateral for Collateralize 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 hereby waived by the Borrower.as

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, then, and in every such event (other than an event described in Section Sections 8.1(h) or (i8.1(i)), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions (whether before or after the Closing Date)actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, immediately and (ii) declare the 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 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, and (iii) 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 Sections 8.1(h) or (i8.1(i), the Commitments shall automatically terminate (whether before or after the Closing Date) and 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 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 hereby waived by the Borrower.

Remedies Upon Event of Default. If 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 mayshall, and at the request of of, or may, with the consent of, the Required Lenders shall, by notice to the BorrowerLenders, take either any or both all of the following actions (whether before or after the Closing Date), at the same or different timesactions: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, (iia) declare the commitment of each Lender to make Loans then outstanding and any obligation of the L/C Issuer to make L/C Credit Extensions to be due terminated, whereupon such commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable in whole (hereunder or in part, in which case under any principal not so declared other Loan Document to be due and payable may thereafter be declared to be immediately 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 expressly waived by the Borrower, and ; (iiic) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto); and (d) and thereupon such Cash Collateral shall become due and payable immediately, without presentment, demand, protest or other notice exercise on behalf 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)itself, the Commitments shall automatically terminate (whether before or after Lenders and the Closing Date) L/C Issuer all rights and remedies available to it, the principal of Lenders and the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of each Loan Party accrued L/C Issuer under the Loan Documents; provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C 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, without presentment, demand, protest or other notice and the obligation of any kind, all of which are hereby waived by the Borrower and to Cash Collateral for Collateralize the L/C Obligations as described above aforesaid shall automatically become due and payableeffective, in each case without presentment, demand, protest further act of the Administrative Agent or other notice of any kind, all of which are hereby waived by the Borrower.Lender. 8.03

Remedies Upon Event of Default. If any an Event of Default occurs shall have occurred and is be 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 then Administrative Agent may, and at and, upon the request direction of the Required Lenders Lenders, shall, by notice to the Borrower, take either or both of the following actions (whether before or after the Closing Date), at the same or different times: (ia) suspend the Commitments of Lenders until such Event of Default is cured; (b) terminate the Commitments, and thereupon Commitment of Lenders; (c) reduce the Available Commitments shall terminate immediately, to an amount equal to the aggregate Loans of the Borrower Parties; (iid) declare the Loans then unpaid principal amount of all outstanding Obligations, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document 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 be declared to be due and payable), and thereupon the principal of the Loans so declared to be immediately due and payable, together with accrued interest thereon whereupon the same shall forthwith become due and payable without presentment, demand, protest, notice of default, notice of acceleration, or of intention to accelerate or other notice of any kind all fees 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 other obligations enforce any of each Loan Party accrued 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 immediatelypayable, without any further action by Administrative Agent or Lenders, or any of them, and 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 are each Borrower Party hereby waived by the Borrower, and (iii) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto) 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 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 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 hereby waived by the Borrowerexpressly waives.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, thenAgent shall, 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 may, and at the request of of, or may, with the consent of, the Required Lenders shall, by notice to the BorrowerLenders, take either any or both all of the following actions (whether before or after the Closing Date), at the same or different timesactions: (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, 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 commitment of each Loan Party accrued under the Loan Documents, shall become due Lender to make Loans and payable immediately, without presentment, demand, protest or other notice any obligation of any kind, all of which are hereby waived by the Borrower, and (iii) require that the Borrower Cash Collateralize the L/C Obligations (in an Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; declare the unpaid principal 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 kindall outstanding Loans, all of which are hereby waived by the Borrowerinterest accrued and unpaid thereon, and in case of all other amounts owing or payable hereunder or under 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 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 Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; require that Borrower and Cash Collateral for Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and exercise on behalf of itself, the Lenders and the 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 the occurrence of an actual or deemed entry of an order for relief with respect to Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C 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 described above aforesaid shall automatically become due and payable, and the obligation of Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without presentment, demand, protest further act of Agent or other notice of any kind, all of which are hereby waived by the BorrowerLender.

Remedies Upon Event of Default. If any Event of Default occurs and is continuingunder Section 10.01(h) shall occur for any reason, thenwhether voluntary or involuntary, 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 may, and at the request all of the Required Lenders shall, by notice to the Borrower, take either or both outstanding principal amount of the following actions (whether before or after the Closing Date), at the same or different times: (i) terminate the Commitments, Loans and thereupon the Commitments other Obligations shall terminate immediately, (ii) declare the Loans then outstanding to automatically be due and payable in whole (or in partand any commitments shall be terminated, 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 immediatelycase, without presentment, demand, protest or other further notice of any kind, all of which are hereby expressly waived by the Borrowereach Credit Party. If any Event of Default (other than any Event of Default under Section 10.01(h)) shall occur for any reason, whether voluntary or involuntary, and (iii) require that be continuing, Administrative Agent may, and upon the Borrower Cash Collateralize direction of Required Lenders, Administrative Agent shall, declare all or any portion of the L/C outstanding principal amount of the Loans and other Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto) and thereupon such Cash Collateral shall become be due and payable immediatelyand 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 each case, without presentment, demand, protest or other further notice of any kind, all of which are hereby expressly waived by each Credit Party. In addition to the Borrowerforegoing, Administrative Agent may, and in case upon the direction of Required Lenders, Administrative Agent shall, have the right to the appointment of a receiver for the property of the Credit Parties or a chief restructuring officer for the operation of any event described in Section 8.1(h) Credit Party, and the Credit Parties hereby consent to such rights and such appointment and hereby waive any objection the Credit Parties may have thereto or (i), 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 right to have a bond or other notice of security posted by any kind, Secured Party in connection therewith. The Lenders and Collateral Agent shall have all of which are hereby waived by the Borrower other rights and Cash Collateral for the L/C Obligations as described above shall automatically become due and payable, without presentment, demand, protest remedies available at law or other notice of in equity or pursuant to any kind, all of which are hereby waived by the BorrowerCredit Documents.

Remedies Upon Event of Default. If any 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, then, and in every such event Section 7.02 (other than an event with respect to the Borrower described in Section 8.1(h7.01(e), Section 7.01(f), Section 7.02(h), Section 7.02(i) or (iSection 7.02(j)), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions (whether before or after the Closing Date)actions, at the same or different times: (i) terminate the CommitmentsCommitments (if any), and thereupon the Commitments shall terminate immediately, and (ii) declare the 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 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 the Borrower accrued under the Loan Documentshereunder, 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 (iii) 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 with respect to the Borrower described in Section 8.1(h7.01(e), Section 7.01(f), Section 7.02(h), Section 7.02(i) or (iSection 7.02(j), the Commitments (if any) shall automatically terminate (whether before or after the Closing Date) and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of each Loan Party the Borrower accrued under the Loan Documentshereunder, 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 Borrower. Upon the occurrence and Cash during the continuance of an Event of Default but subject to the Intercreditor Agreements, the Administrative Agent and the Collateral for Agent may, and at the L/C Obligations as described above shall automatically become due request of the Required Lenders shall, exercise any rights and payableremedies provided to the Administrative Agent or the Collateral Agent under the Loan Documents or at law or in equity, without presentment, demand, protest or other notice of any kind, including all of which are hereby waived by remedies provided under the BorrowerUCC.

Remedies Upon Event of Default. If 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 mayshall, and at the request of of, or may, with the Required Lenders shallconsent of, by notice to the BorrowerMajority Lenders, take either any or both all of the following actions (whether before or after the Closing Date)actions, at the same or different times: (i) terminate the Aggregate Commitments, and thereupon the Aggregate Commitments shall terminate immediately, (ii) declare the 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 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 Obligations of each Loan Party 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 (iii) require that cash collateral for the Borrower Cash Collateralize the L/C Obligations (LC Exposure in an amount equal to the Minimum Collateral Amount accordance with respect theretoSection 2.04(j) 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, hereof; and in case of any event described in Section 8.1(h7.01(g) or (iSection 7.01(h), the Aggregate Commitments shall automatically terminate (whether before or after the Closing Date) and the principal of the Loans then outstandingoutstanding and cash collateral for the LC Exposure, together with accrued interest thereon and all fees and other obligations of each Loan Party Obligations accrued hereunder and under the other 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 Borrower. Upon the occurrence and Cash Collateral for during the L/C Obligations as described above shall automatically become due continuance of an Event of Default, the Administrative Agent may, and payableat the request of the Majority Lenders shall, without presentment, demand, protest exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or other notice of any kind, all of which are hereby waived by the Borrowerat law or equity.

Remedies Upon Event of Default. (a) If any an Event of Default occurs shall have occurred and is be 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 then Administrative Agent may, and at and, upon the request direction of the Required Lenders Lenders, shall, by notice to the Borrower, take either or both of the following actions (whether before or after the Closing Date), at the same or different times: (ia) suspend the Commitments of Lenders until such Event of Default is cured; (b) terminate the Commitments, and thereupon the Commitments shall terminate immediately, Commitment of Lenders; (iic) declare the unpaid principal amount of all outstanding Loans then outstanding (including the liability to fund the Letter of Credit Liability pursuant to Section 2.07), all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document 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 be declared to be due and payable), and thereupon the principal of the Loans so declared to be immediately due and payable, together with accrued interest thereon whereupon the same shall forthwith become due and payable without presentment, demand, protest, notice of default, notice of acceleration, or of intention to accelerate or other notice of any kind all fees 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 other obligations enforce any of each Loan Party accrued 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 immediatelypayable, in each case without further act of Administrative Agent or any Lender, and 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 are each Borrower Party hereby waived by the Borrower, and (iii) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto) 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 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 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 hereby waived by the Borrowerexpressly waives.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, then, and in every such event (other than an event described in Section Sections 8.1(h) or (i8.1(i)), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions (whether before or after the Closing Date), at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, immediately and (ii) declare the Loans then outstanding to 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, and (iii) 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 Sections 8.1(h) or (i8.1(i), the Commitments shall automatically terminate (whether before or after the Closing Date) and 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 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 hereby waived by the Borrower.

Remedies Upon Event of Default. (a) If any Event of Default occurs and is continuing, then, and in every such event continuing (other than an event described in Event of Default under Section 8.1(h8.01(b)(iv) or (iunless the condition of the proviso contained therein have been satisfied)), and at any time thereafter during the continuance of such event, the Administrative Agent maymay and, and at the request of the Required Lenders shallLenders, by notice to the Borrower, shall take either any or both all of the following actions (whether before or after the Closing Date), at the same or different timesactions: (i) terminate declare the Commitmentscommitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and thereupon the Commitments obligation shall terminate immediately, be terminated; (ii) declare the Loans then unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be 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, and (iii) 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 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 immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower and Borrowers; (iii) require that the Borrowers Cash Collateral for Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (iv) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided that upon the occurrence of an Event of Default under Section 8.01(f) with respect to the Borrowers, 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 described above 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 presentment, demand, protest further act of the Administrative Agent or other notice of any kind, all of which are hereby waived by the Borrower.Lender. Section 8.03

Remedies Upon Event of Default. If (a) Notwithstanding any other provision of this Agreement, (i) if any Event of Default occurs that is not an Event of Default 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, then, and in every such event Citi (other than an event described in Section 8.1(hwhere a Delek Entity is the Defaulting Party) or DKTS (i)), and at any time thereafter during where Citi is the continuance of Defaulting Party) (such eventnon-defaulting Party, the Administrative Agent “Non-Defaulting Party”) may, and at the request without notice, declare all of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions (whether before or after the Closing Date), at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, (ii) declare the Loans then outstanding Defaulting Party’s obligations under this Agreement 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 be declared to be due and payable), and thereupon the principal of the Loans so declared to be forthwith 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 further notice of any kind, all of which are hereby expressly waived by the BorrowerDefaulting Party, or (ii) if a Bankruptcy Event of Default has occurred and is continuing, the Defaulting Party’s obligations shall automatically and without any such declaration become forthwith due and payable), and/or (iii) require that subject to Section 21.1(a), if any Event of Default has occurred and is continuing, the Borrower Cash Collateralize the L/C Obligations (in an amount equal Non-Defaulting Party may exercise any rights and remedies provided or available to the Minimum Collateral Amount with respect thereto) Non-Defaulting Party under this Agreement or at law or equity, including all remedies provided under the UCC and thereupon as provided under this Section 20.2. It is expressly agreed that all such Cash Collateral obligations shall become be due and payable immediately, without presentment, demand, protest or other notice as a result of any kindacceleration pursuant to this Section 20.2, all of which are hereby waived by including (without limitation) in the Borrower, and in case of any event described in Section 8.1(h) or (i)automatic acceleration resulting from a Bankruptcy Event of Default, 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 such obligations shall survive and other obligations of each Loan Party accrued under the Loan Documents, shall automatically become continue to be due and payable, without presentment, demand, protest or other notice payable following the occurrence of any kind, all Event of which are hereby waived by the 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 any kind, all of which are hereby waived by the BorrowerDefault.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, then, and in every then (A) if such event (other than is an event described Event of Default specified in Section 8.1(hSECTION 10.01(f) or (i)SECTION 10.01(g), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request all of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions (whether before or after the Closing Date), at the same or different times: (i) terminate the Commitments, and thereupon the Commitments Bridge Notes shall terminate immediately, (ii) declare the 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 be declared to be due and payable), and thereupon the principal of the Loans so declared to be automatically become immediately due and payable, together with interest accrued interest thereon and all fees and other obligations of each Loan Party accrued under the Loan Documents, shall become due and payable immediatelythereon, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the BorrowerBorrower and Holdings, (B) 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 Borrower all of its Bridge Notes to be, and (iii) 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 Borrowerits Bridge Notes shall thereupon be and become, 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 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 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 the Borrower and Cash Collateral for Holdings, and (C) if such event is any other Event of Default, the L/C Obligations as described above Required Lenders may, at their option and subject to SECTION 11.02(iii), declare by notice in writing to the Borrower all of its Bridge Notes to be, and all of its Bridge Notes shall automatically become 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 the BorrowerBorrower and Holdings. The Principal amount of the Notes payable upon an Event of Default and acceleration pursuant to this SECTION 10.02 shall be an amount equal to the Bridge Redemption Price of the outstanding Principal amount of the Bridge Notes.

Remedies Upon Event of Default. If 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 mayshall, and at the request of of, or may, with the consent of, the Required Lenders shall, by notice to the BorrowerLenders, take either any or both all of the following actions (whether before or after the Closing Date), at the same or different timesactions: (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, 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 commitment of each Loan Party accrued under the Loan Documents, shall become due Lender to make Loans and payable immediately, without presentment, demand, protest or other notice any obligation of any kind, all of which are hereby waived by the Borrower, and (iii) require that the Borrower Cash Collateralize the each L/C Obligations (in an Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; declare the unpaid principal 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 kindall outstanding Loans, all of which are hereby waived by the Borrowerinterest accrued and unpaid thereon, and in case of all other amounts owing or payable hereunder or under 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 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 Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; require that the Borrower and Cash Collateral for Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and exercise on behalf of itself, the Lenders and the 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 the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of 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 described above 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 presentment, demand, protest further act of the Administrative Agent or other notice of any kind, all of which are hereby waived by the BorrowerLender.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, then, and in every such event (other than an event described in Section 8.1(h8.1(i) or (ij)), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the BorrowerBorrowers, take either any or both all of the following actions (whether before or after the Closing Date), at the same or different times: (i) terminate the Revolving Commitments, and thereupon the Revolving Commitments shall terminate immediately, (ii) declare the 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 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 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 each Borrower, and and/or (iii) require that the Borrower Borrowers, jointly and severally, Cash Collateralize the L/C Obligations (in an amount equal to the 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 of which are hereby waived by the each Borrower, and in case of any event described in Section 8.1(h8.1(i) or (ij), 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 Loan Party 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 hereby waived by the 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 any kind, all of which are hereby waived by the each Borrower.

Remedies Upon Event of Default. If any an Event of Default occurs and is continuing, then, and in every such event continuing (other than in the case of an event described in Event of Default under Section 8.1(h11.3(a) with respect to any default of performance or (icompliance with the covenant under Section 10.7)), and at any time thereafter during the continuance of such event, the Administrative Agent mayshall, and at upon the written request of the Required Lenders shallLenders, by written notice to the BorrowerHoldings, take either any or both all of the following actions actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrowers, except as otherwise specifically provided for in this Agreement (whether before provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrowers or after Holdings, the Closing Dateresult that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), at (ii), (iii), and (iv) below shall occur automatically without the same or different times: 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 the Commitments, immediately and thereupon the Commitments any Fees theretofore accrued shall terminate immediately, 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 then outstanding and all Obligations to be be, whereupon the same shall become, forthwith 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, and Borrowers to the extent permitted by applicable law; (iii) require terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower Cash Collateralize Borrowers to pay (and the L/C Obligations (Borrowers agree that upon receipt of such notice, or upon the occurrence of an Event of Default specified in an amount Section 11.5 with respect to the Borrowers, 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 Drawings that may subsequently occur thereunder, equal to the Minimum Collateral aggregate Stated Amount with of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect thereto) and thereupon of a failure to observe or perform the covenant under Section 10.7, provided that the actions hereinafter described will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if 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 BorrowerCure Right has not been so exercised, and in case at any time thereafter during the continuance of any event described in Section 8.1(h) or (i)such event, 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 hereby waived by the 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 any kind, all of which are hereby waived by the Borrower.Administrative

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, thenthe Administrative Agent shall, and in every at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions: (a) if such event is an Event of Default specified in clause (other than an event described in Section 8.1(hi) or (i))ii) of paragraph (f) of Section 8.1 with respect to the Borrower, the Commitments shall immediately terminate automatically and the 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 at (b) if such event is any time thereafter during other Event of Default, any of the continuance following actions may be taken: (i) with the consent of such eventthe Required Lenders, the Administrative Agent may, and at or upon the request of the Required Lenders Lenders, the Administrative Agent shall, by notice to the Borrower declare the Revolving Commitments, the Term Commitments, the Swingline Commitments and the L/C Commitments to be 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, take either or both of the following actions (whether before or after the Closing Date), at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, (ii) 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 terminate 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 in whole (or in partforthwith, in which case any principal not so declared to be due and payable may thereafter be declared to be 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 thereupon the principal of Issuing Lender all rights and remedies available to it, any such Cash Management Bank, the Loans so declared to be due Lenders and payable, together with accrued interest thereon and all fees and other obligations of each Loan Party accrued 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, 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 (iii) require that the Borrower shall Cash Collateralize the L/C Obligations (in an amount equal to 105% of the Minimum Collateral Amount aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts so Cash Collateralized shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other Obligations of the Borrower hereunder and under the other Loan Documents in accordance with respect theretoSection 8.3. In addition, (x) and thereupon such the Borrower shall also Cash Collateral shall become due and payable immediately, without presentment, demand, protest or other notice Collateralize the full amount 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 the Swingline Loans then outstanding, together with accrued interest thereon and all fees and other obligations of each Loan Party accrued under (y) to the Loan Documentsextent elected by any applicable Cash Management Bank, the Borrower shall automatically become due and payable, without presentment, demand, protest or other notice also Cash Collateralize the amount of any kindObligations in respect of Cash Management Services then outstanding, all of which are hereby waived Cash Collateralized amounts shall be applied by the Borrower Administrative Agent to the payment of all such outstanding Cash Management Services, and any unused portion thereof remaining after all such Cash Collateral for the L/C Obligations as described above Management Services 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.have been fully paid and

Remedies Upon Event of Default. If 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 mayshall, and at the request of of, or may, with the consent of, the Required Lenders shall, by notice to the Borrower, take either or both of the following actions (whether before or after the Closing Date), at the same or different timesLenders: (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, 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 commitment of each Loan Party accrued under the Loan Documents, shall become due Lender to make Loans and payable immediately, without presentment, demand, protest or other notice any obligation of any kind, all of which are hereby waived by the Borrower, and (iii) require that the Borrower Cash Collateralize the an L/C Obligations (in an Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; declare the unpaid principal 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 kindall outstanding Loans, all of which are hereby waived by the Borrowerinterest accrued and unpaid thereon, and in case of all other amounts owing or payable hereunder or under any event described in Section 8.1(hother Loan Document (including any Interest Rate Swap or Joinder Agreement) or (i), 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 to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; require that the Borrower and Cash Collateral for Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and exercise on behalf of itself, the Lenders and any Swap Counterparties all rights and remedies available to it and such parties under the Loan Documents or applicable law; provided, however, that upon the occurrence of any event specified in Section 8.01(f), 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 described above 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 presentment, demand, protest further act of the Administrative Agent or other notice of any kind, all of which are hereby waived by the BorrowerLender.

Remedies Upon Event of Default. If any an Event of Default occurs and is continuing, then, and in every such event continuing (other than in the case of an event described 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 8.1(h) 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 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 mayshall, and at upon the written request of the Required Lenders shallRevolving Credit Lenders, by written notice to the BorrowerHoldings, take either or both of the following actions (whether before or after the Closing Date)actions, at the same or different times: times (except the following actions may not be taken until the ability to exercise the Cure Right 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 the Swingline Lender, as the case may be, shall forthwith terminate the Commitments, immediately and thereupon the Commitments any Fees theretofore accrued shall terminate immediately, 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 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 each Loan Party the Borrower accrued under the Loan Documentshereunder, 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 Borrower (iii) 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 extent permitted by the Borrower, and in case of any event described in Section 8.1(h) or (iapplicable law), 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 hereby waived by the 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 any kind, all of which are hereby waived by the Borrower.

Remedies Upon Event of Default. If 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 8.1(h7.01(f) or (ig)), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions (whether before or after the Closing Date)actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the 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 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 Secured Obligations of each Loan Party 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, and (iii) 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 with respect to the Borrower described in Section 8.1(h7.01(f) or (ig), the Commitments shall automatically terminate (whether before or after the Closing Date) and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of each Loan Party Secured Obligations accrued hereunder and under the other 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 Borrower. Upon the occurrence and Cash Collateral for during the L/C Obligations as described above shall automatically become due continuance of an Event of Default, the Administrative Agent may, and payableat the request of the Required Lenders shall, without presentmentexercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, demand, protest or other notice of any kind, including all of which are hereby waived by remedies provided under the BorrowerUCC.

Remedies Upon Event of Default. If 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 mayshall, and at the request of of, or may, with the consent of, the Required Lenders shall, by notice to the BorrowerLenders, take either any or both all of the following actions (whether before or after actions: 8.1.1 declare the Closing Date)commitment of each Lender to make Loans and any obligation of the Issuing Banks to issue Letters of Credit to be terminated, at whereupon such commitments and obligation shall be terminated; 8.1.2 declare the same or different times: (i) terminate the Commitmentsunpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and thereupon the Commitments shall terminate immediately, (ii) declare the Loans then outstanding all other amounts owing or payable hereunder or under any other Loan Document 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 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, and (iii) 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 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 immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; 8.1.3 require that the Borrower Cash Collateralize the aggregate Stated Amount of outstanding Letters of Credit (in an amount equal to 102% of the aggregate Stated Amount thereof); and Cash Collateral for 8.1.4 exercise on behalf of itself, the L/C Obligations Lenders and the Issuing Banks all rights and remedies available to it, the Lenders and the Issuing Banks under the Loan Documents; provided, however, that upon the occurrence of any Event of Default described in Section 7.6, 7.7 or 7.8 with respect to the Borrower, the obligation of each Lender to make Loans and any obligation of any Issuing Bank to issue Letters of Credit shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as described above aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the aggregate Stated Amount of Letters of Credit as aforesaid shall automatically become effective, in each case without presentmentfurther act of the Administrative Agent or any Lender. If, demand, protest within thirty (30) days after acceleration of the maturity of the Obligations or other notice termination of the obligations of the Lenders to make Loans hereunder as a result of any kindEvent of Default (other than any Event of Default as described in Section 7.6, all 7.7 or 7.8) and before any judgment or decree for the payment of which are hereby waived the Obligations due shall have been obtained or entered, the Required Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice to the Borrower., rescind and annul such acceleration and/or termination. 8.2

Remedies Upon Event of Default. If any an 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 Term Administrative Agent mayshall, and at upon the written request of the Required Lenders shall(or, in the case of an 161 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 the Borrower, take either or both without prejudice to the rights of the following actions Administrative Agents or any Lender to enforce its claims against the Borrower, except as otherwise specifically provided for in this Agreement (whether before or after provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Closing DateBorrower, the result that would occur upon the giving of written notice by the Term Administrative Agent as specified in clauses (i), at (ii), (iii) and (iv) below shall occur automatically without the same or different times: 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 and, after any termination of the CommitmentsRevolving Credit Commitments pursuant to this clause (i), and thereupon the Commitments Required Term Loan Lenders shall terminate immediately, have the right to accelerate the Term Loans; (ii) declare the principal of and any accrued interest and fees in respect of all Loans then outstanding (or, in the case of action by the Required Revolving Credit Lenders, all Revolving Credit Loans) and all related Obligations to be be, whereupon the same shall become, forthwith 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, and (iii) 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 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 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 (and Cash Collateral for the L/C Obligations as described above shall automatically become due and payableBorrower agrees that upon receipt of such notice, without presentment, demand, protest or other notice upon the occurrence of any kind, all an Event of which are hereby waived by Default specified in Section 11.5 with respect to the Borrower, it will) Cash Collateralize all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions previously described will be permitted to occur only following the expiration of the ability to effectuate the Cure Right.

Remedies Upon Event of Default. If 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 may, and at the request of the Required Lenders shall, by notice to the Lead Borrower, take either or both of the following actions (whether before or after the Closing Date), at the same or 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, 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 BorrowerBorrowers, and (iii) require that the Borrower Borrowers Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto) 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 BorrowerBorrowers, 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 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 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 any kind, all of which are hereby waived by the Borrower.Borrowers. 141

Remedies Upon Event of Default. If any an Event of Default occurs and is continuing, then, and in every such event continuing (other than in the case of an event described 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 8.1(h) 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 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 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 mayshall, and at upon the written request of the Required Lenders shallRevolving Credit Lenders, by written notice to the BorrowerHoldings, take either or both of the following actions (whether before or after the Closing Date)actions, at the same or different times: 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 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 the Commitments, immediately and thereupon the Commitments any Fees theretofore accrued shall terminate immediately, 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 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 each Loan Party the Borrower accrued under the Loan Documentshereunder, 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 Borrower (iii) 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 extent permitted 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 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 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 hereby waived by the Borrower.applicable

Remedies Upon Event of Default. If any In the case of an Event of Default occurs and is continuingDefault, 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 eventEvent of Default, the Administrative Agent may, and at the request of the Required Lenders Lenders, shall, by written notice to the Borrower, take either any one or both more of the following actions (whether before or after the Closing Date)actions, at the same or different times: (i) terminate the Commitments, this Agreement and thereupon the any Commitments shall terminate immediatelymade hereunder, (ii) exercise any all remedies available to the Administrative Agent and the Lenders under the Security Documents or otherwise available at law or in equity, including the Uniform Commercial Code, by suit in equity by action at law, judicial or no judicial foreclosure, 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 the Loans any Note and any Loan then outstanding to be due and payable in whole (or in part, in which case any principal portion of the Principal Amount not so declared to be due and payable may thereafter be be‌ declared to be due and payable), and thereupon the principal of the Loans Principal Amount so declared to be due and payable, together with accrued interest thereon and all fees charges, fees, expenses, indemnities and other obligations of each Obligations owing or payable hereunder or under any other Loan Party accrued under the Loan DocumentsDocument, shall become due and payable immediately, 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, . The Loan Parties must cooperate with the Administrative Agent and (iii) require that continue to operate 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 business as required 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 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 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 hereby waived by the BorrowerAdministrative Agent.

Remedies Upon Event of Default. If 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 mayshall, and at the request of, or may, with the consent of, the Required Lenders, take any or all of the Required Lenders shall, by following actions: (a) upon written notice to the BorrowerBorrowers, take either or both of the following actions (whether before or after the Closing Date), at the same or 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, 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 commitment of each Loan Party accrued under the Loan Documents, shall become due Lender to make Loans and payable immediately, without presentment, demand, protest or other notice any obligation of any kind, all of which are hereby waived by the Borrower, and (iii) require that the Borrower Cash Collateralize the L/C Obligations Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (in an b) declare the unpaid principal 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 kindall outstanding Loans, all of which are hereby waived by the Borrowerinterest accrued and unpaid thereon, and in case of all other amounts owing or payable hereunder or under 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 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 Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by each Borrower; (c) require that the Borrower and Borrowers Cash Collateral for Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto); and (d) exercise on behalf of itself, the Lenders and the 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 the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C 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 described above aforesaid shall automatically become due and payable, the obligation of the Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, and all payment obligations under the Guaranty of each Guarantor shall automatically become due and payable, in each case without presentment, demand, protest further act of the Administrative Agent or other notice of any kind, all of which are hereby waived by the Borrower.Lender. 8.03

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, then, and in every then (A) if such event (other than is an event described Event of Default specified in Section 8.1(h9.01(f) or (i)Section 9.01(g), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request all of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions (whether before or after the Closing Date), at the same or different times: (i) terminate the Commitments, and thereupon the Commitments Notes shall terminate immediately, (ii) declare the 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 be declared to be due and payable), and thereupon the principal of the Loans so declared to be automatically become immediately due and payable, together with interest accrued interest thereon and premium, if any, thereon, without presentment, demand, protest or notice of any kind, all of which are hereby waived by the Company and each other Loan Party, (B) 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 Company all of its Notes to be, and all fees of its Notes shall thereupon be and other obligations of each Loan Party accrued under the Loan Documentsbecome, shall become immediately due and payable immediatelypayable, together with interest accrued and premium, if any, thereon without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the BorrowerCompany and each other Loan Party, and (iiiC) require that the Borrower Cash Collateralize the L/C Obligations 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 an amount equal writing to the Minimum Collateral Amount with respect thereto) Company all of its Notes to be, and all of its Notes shall thereupon such Cash Collateral shall become be and become, immediately due and payable immediatelypayable, together with interest accrued and premium, if any, thereon without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, Company 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 each other Loan Party. The Principal amount of the Loans then outstanding, together with accrued interest thereon Notes payable upon an Event of Default and all fees and other obligations acceleration pursuant to this Section 9.02 shall be an amount equal to the outstanding Principal amount 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 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 hereby waived by the BorrowerNotes.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, thenthe Administrative Agent shall, and in every at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions: (a) if such event (other than is an event described Event of Default specified in Section 8.1(h8.1(k) or clause (i) or (ii) of paragraph (f) of Section 8.1 with respect to a Loan Party, the Commitments shall immediately terminate automatically and the 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, (b) if such event is any other Event of Default, any of the following actions may be taken: (i)), and at any time thereafter during ) with the continuance consent of such eventthe Required Lenders, the Administrative Agent may, and at or upon the request of the Required Lenders Lenders, the Administrative Agent shall, by notice to the Borrower, take either or both of Administrative Borrower declare the following actions (whether before or after the Closing Date), at the same or different times: (i) terminate the Revolving Commitments, the Swingline Commitments and thereupon the L/C Commitments to be terminated forthwith, whereupon the Revolving Commitments, the Swingline Commitments and the L/C Commitments shall terminate immediately, 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 Administrative Borrower, declare the Loans then outstanding (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents to be due and payable in whole (or in partforthwith, in which case any principal not so declared to be due and payable may thereafter be declared to be whereupon the same shall immediately become due and payable); and (iii) the Administrative Agent may exercise on behalf of itself, the Lenders and thereupon the principal of Issuing Lender all rights and remedies available to it, the Loans so declared to be due Lenders and payable, together with accrued interest thereon and all fees and other obligations of each Loan Party accrued the Issuing Lender 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, and (iiic) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal exercise all rights and remedies available 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 the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of each Loan Secured Party accrued under the Loan DocumentsDocuments or at law or equity, shall automatically become due including all remedies provided under the UCC or any applicable law (including disposal of the Collateral pursuant to the terms thereof) or any other applicable law, including realization of securities and payable, without presentment, demand, protest or other notice the exercise of any kind, all of which are hereby waived by Secured Party’s rights and remedies with respect to the 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 any kind, all of which are hereby waived by the BorrowerDebentures.

Remedies Upon Event of Default. If any an Event of Default occurs shall have occurred and is be 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, then the Administrative Agent may, and at the upon written request of the Required Lenders shall, by notice (with a copy delivered to the Borrower, take either or both Borrowers) shall: (a) suspend the Commitments of the following actions Lenders until such Event of Default is cured or waived; (whether before or after the Closing Date), at the same or different times: (ib) terminate the Commitments, and thereupon Commitment of the Commitments shall terminate immediately, Lenders hereunder; (iic) declare the Loans principal of, and all interest then outstanding accrued on, the Obligations to be forthwith due and payable in whole (or in part, in which case any principal not so declared including the liability to be due and payable may thereafter be declared fund the Letter of Credit Liability pursuant to be due and payableSection 2.8(e) hereof), and thereupon whereupon 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, same shall forthwith become due and payable immediately, 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 expressly waives. Notwithstanding anything to the contrary contained in this Credit Agreement or any other Loan Document, in no event shall the Administrative Agent (or any Secured Party) be permitted to require the Feeder to fund its Feeder Capital Contributions other than to the applicable Collateral Account. Notwithstanding anything to the contrary herein, upon the occurrence and during the continuance of an Event of Default (other than those described in Section 10.1(g), (i), (j), (o), or (t) hereof), if such Event of Default can be cured by the Borrowerfunding of Unfunded Capital Commitments, then prior to the Administrative 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 shall be required to give five (5) Business Days written notice (the “Initial Notice Period”) of its intention to exercise such remedies and, if, at any time prior to or during such Initial Notice Period, the applicable Borrower take such actions sufficient to cure such Event of Default, then the Administrative Agent and the Lenders shall not exercise such remedies until the 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 of such notice (such twelfth (12th) Business Day being the “Initial Payment Date”); (ii) the Feeder Capital Contributions and all other amounts paid by the Feeder in respect of such notice are deposited into a Collateral Account; and (iii) require 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 Cash Collateralize in a Collateral Account, shall be withdrawn by the L/C Administrative Agent to prepay the Obligations (of such Borrower in an amount equal to their entirety; provided, further, that nothing in this Section 10.2 shall prohibit the Minimum Collateral Amount Administrative Agent or any Lender from exercising any remedies it may have with respect theretoto (x) any Collateral Account and thereupon taking any such Cash Collateral shall become due and payable immediatelyactions as may be required to protect their rights in a bankruptcy proceeding or (y) any Event of Default pursuant to Section 10.1(g), 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), (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 shall automatically terminate (whether before or after which was triggered by 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 failure of any kindBorrower 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, all of which are hereby waived as applicable, in each case, as required by the 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 any kind, all of which are hereby waived by the Borrowerthis Credit Agreement.

Remedies Upon Event of Default. If any Event of Default occurs shall occur for any reason, whether voluntary or involuntary, and is be continuing, then, and in every such event (other than an event described in Section 8.1(ha) or (i)), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at upon the request direction of the Required Revolving Lenders shall, by notice to the Borrower, permanently reduce the Total Revolving Loan Commitment in whole or in part or otherwise declare the Total Revolving Loan Commitment to be suspended or terminated, whereupon such Total Revolving Loan Commitment shall forthwith be so reduced, suspended or terminated, and (b) (a) the Agent may, and upon the direction of the Required Lenders shall, by notice to the Borrower, take either (x) declare all or both any portion of the following actions (whether before or after the Closing Date), at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, (ii) declare outstanding principal amount of the Loans then outstanding and all other Obligations to be due and payable in whole and the Revolving Loan Commitments (or in partif not theretofore terminated) to be terminated, in whereupon the full unpaid amount of such Loans and other Obligations (including the Prepayment Premium) which case any principal not shall be so declared to be due and payable may thereafter shall be declared to be due and payable), and thereupon the principal of the Loans so declared to be become immediately due and payable, together with accrued interest thereon 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 Outstanding, or (y) exercise any and all fees rights and other obligations of each Loan Party accrued remedies available to the Agent and/or the Agent under the Loan DocumentsCredit Documents or Applicable Laws; provided that, 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 (iii) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal notwithstanding anything to the Minimum Collateral Amount with respect thereto) and thereupon such Cash Collateral shall become due and payable immediatelycontrary contained herein or in any other Credit Document, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by upon the Borrower, and in case occurrence of any event with respect to any Credit Party described in Section 8.1(h) or (i10.01(h), the Total Commitments shall automatically terminate (whether before or after and the Closing Date) the outstanding principal amount of the Loans and all other Obligations then outstanding, together with accrued interest thereon and any accrued Fees and all fees other Obligations of the Credit Parties hereunder and under any other obligations of each Loan Party accrued under Credit Document (including, without limitation, the Loan DocumentsPrepayment Premium), shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all or further action of which are hereby waived by the 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 any kindAgent, all of which are hereby expressly waived by the Borrower.Borrower and each other Credit Party. The rights of the Agent and the Lenders provided for in this Agreement and the other Credit Documents are cumulative and are not exclusive of any other rights, powers, privileges or remedies provided by law or in equity, or under any other instrument, document or agreement now existing or hereafter arising. 123

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, thenthe Administrative Agent shall, and in every at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions: (a) if such event is an Event of Default specified in clause (other than an event described in Section 8.1(hi) or (i))ii) of paragraph (f) of Section 8.1 with respect to the Borrower, the Commitments shall immediately terminate automatically and the 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 at (b) if such event is any time thereafter during other Event of Default, any of the continuance following actions may be taken: (i) with the consent of such eventthe Required Lenders, the Administrative Agent may, and at or upon the request of the Required Lenders Lenders, the Administrative Agent shall, by notice to the Borrower declare the Revolving Commitments, the Term Commitments, the Swingline Commitments and the L/C Commitments to be 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, take either or both of the following actions (whether before or after the Closing Date), at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, (ii) 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 terminate 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 in whole (or in partforthwith, in which case any principal not so declared to be due and payable may thereafter be declared to be 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 thereupon the principal of Issuing Lender all rights and remedies available to it, any such Cash Management Bank, the Loans so declared to be due Lenders and payable, together with accrued interest thereon and all fees and other obligations of each Loan Party accrued 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, 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 (iii) require that the Borrower shall Cash Collateralize the L/C Obligations (in an amount equal to 105% of the Minimum Collateral Amount with respect thereto) aggregate then undrawn and thereupon unexpired amount of such Letters of Credit. Amounts so Cash Collateral Collateralized shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived be applied by the BorrowerAdministrative Agent to the payment of drafts drawn under such Letters of Credit, and in case the unused portion thereof after all such Letters of any event described in Section 8.1(h) Credit shall have expired or (i)been fully drawn upon, 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 Documentsif any, 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 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 hereby waived by the Borrower.be applied to repay other

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, then, and in every such event (other than an event described in Section Sections 8.1(h) or (i8.1(i)), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions (whether before or after the Closing Date), at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, immediately and (ii) declare the 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 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, and (iii) 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 Sections 8.1(h) or (i8.1(i), the Commitments shall automatically terminate (whether before or after the Closing Date) and 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 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 hereby waived by the Borrower.

Remedies Upon Event of Default. If any an Event of Default occurs shall have occurred and is be 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, then the Administrative Agent may, and at the upon written request of the Required Lenders shall, by notice (with a copy delivered to the Borrower, take either or both Borrowers) shall: (a) suspend the Commitments of the following actions Lenders until such Event of Default is cured or waived; (whether before or after the Closing Date), at the same or different times: (ib) terminate the Commitments, and thereupon Commitment of the Commitments shall terminate immediately, Lenders hereunder; (iic) declare the Loans principal of, and all interest then outstanding accrued on, the Obligations to be forthwith due and payable in whole (or in partincluding the liability to fund the Letter of Credit Liability pursuant to Section 2.8(e) hereof), in which case any principal not so declared to be whereupon the same shall forthwith become due and payable may thereafter be declared without presentment, demand, protest, notice of default, notice of acceleration, or of intention to be due and payable), and thereupon the principal accelerate or other notice of any kind (other than notice of such declaration) all of which each of the Loans so declared Borrowers hereby expressly waives, anything contained herein or in any other Loan Document to be due the contrary notwithstanding; (d) exercise any right, privilege, or power at law or set forth in Sections 5.2 and payable5.3 hereof, together with accrued interest thereon 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 all fees enforce any of the Administrative Agent’s or the Lenders’ rights and other obligations of each Loan Party accrued 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) or 10.1(j) hereof shall occur, the principal of, and all interest on, the Obligations shall thereupon become due and payable immediatelyconcurrently therewith, without any further action by the Administrative Agent or the Lenders, or any of them, and 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 are each of the Borrowers hereby waived expressly waives. Notwithstanding anything to the contrary contained in this Credit Agreement or any other Loan Document, in no event shall the Administrative Agent (or any Secured Party) be permitted to require the Feeder to fund its Feeder Capital Contributions other than to the applicable Collateral Account. Notwithstanding anything to the contrary herein, upon the occurrence and during the continuance of an Event of Default (other than those described in Section 10.1(g), (i), (j), (o), or (t) hereof), if such Event of Default can be cured by the Borrowerfunding of Unfunded Capital Commitments, then prior to the Administrative 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 shall be required to give five (5) Business Days written notice (the “Initial Notice Period”) of its intention to exercise such remedies and, if, at any time prior to or during such Initial Notice Period, the applicable Borrower take such actions sufficient to cure such Event of Default, then the Administrative Agent and the Lenders shall not exercise such remedies until the 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 of such notice (such twelfth (12th) Business Day being the “Initial Payment Date”); (ii) the Feeder Capital Contributions and all other amounts paid by the Feeder in respect of such notice are deposited into a Collateral Account; and (iii) require 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 Cash Collateralize in a Collateral Account, shall be withdrawn by the L/C Administrative Agent to prepay the Obligations (of such Borrower in an amount equal to their entirety; provided, further, that nothing in this Section 10.2 shall prohibit the Minimum Collateral Amount Administrative Agent or any Lender from exercising any remedies it may have with respect theretoto (x) any Collateral Account and thereupon taking any such Cash Collateral shall become due and payable immediatelyactions as may be required to protect their rights in a bankruptcy proceeding or (y) any Event of Default pursuant to Section 10.1(g), 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), (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 shall automatically terminate (whether before or after which was triggered by 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 failure of any kindBorrower 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, all of which are hereby waived as applicable, in each case, as required by the 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 any kind, all of which are hereby waived by the Borrowerthis Credit Agreement.

Remedies Upon Event of Default. If any Event of Default (other than an event with respect to Borrower described in Section 8.01(g) or (h)) 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 maymay and, and at the request of the Required Lenders Lenders, shall, by notice to the Borrower, take either or both of the following actions (whether before or after the Closing Date)actions, at the same or different times: (i) terminate the Commitments, and thereupon forthwith the Commitments shall terminate immediately, and (ii) declare the Loans and Reimbursement Obligations then outstanding to be forthwith 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 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 fees other Obligations of Borrower accrued hereunder and under any other obligations of each Loan Party accrued under the Loan DocumentsDocument, shall become forthwith due and payable immediatelypayable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrower and the BorrowerSubsidiary Guarantors, and (iii) require that the Borrower Cash Collateralize the L/C Obligations (anything contained herein or in an amount equal any other Loan Document to the Minimum Collateral Amount contrary notwithstanding; and if an Event of Default 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 to Borrower described in Section 8.1(h8.01(g) or (i)h) occurs, the Commitments shall automatically terminate (whether before or after the Closing Date) and the principal of the Loans and Reimbursement Obligations then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all fees other Obligations of Borrower accrued hereunder and under any other obligations of each Loan Party accrued under the Loan DocumentsDocument, 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 the Borrower and Cash Collateral for the L/C Obligations as described above shall automatically become due and payableSubsidiary Guarantors, without presentment, demand, protest anything contained herein or in any other notice of any kind, all of which are hereby waived by Loan Document to the Borrowercontrary notwithstanding.

Remedies Upon Event of Default. If any In the event an 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 may, and at the upon written request of the Required Lenders Banks, shall, by notice to the Borrower, take either exercise any one or both more of the following actions (whether before Rights, and any other Rights available at law or after in equity or provided in any of the Closing Date), at the same or different timesLoan Documents: (i) terminate all or any portion of the CommitmentsCommitments (including the commitment to issue Letters of Credit, and thereupon the such Commitments shall terminate immediatelythereupon terminate, (ii) declare the Loans principal of, and all earned and accrued interest on, the Notes then outstanding and all other accrued and unpaid Obligations 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 be declared to be due and payable), and thereupon the principal of the Loans so declared to be immediately due and payable, together with accrued interest thereon whereupon the same shall be and all fees and other obligations of each Loan Party accrued under the Loan Documents, shall become due and payable immediatelypayable, 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, and (iii) require that if requested by the Borrower Cash Collateralize Required Banks, by notice to Borrower, exercise any or all of the L/C Banks' Rights under any or all of the Security Documents, provided however, upon the occurrence of any Event of Default specified in 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 interest on the Notes then outstanding and all other accrued and unpaid Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto) shall thereupon be and thereupon such Cash Collateral shall become automatically and immediately due and payable immediatelypayable, 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, and in case of . If any event described in Section 8.1(h) or (i), the Commitments shall automatically terminate (whether before or after the Closing Date) the principal amount payable under any of the Loans then outstanding, together with accrued Loan Documents is not paid when due the outstanding and unpaid portion of such amount shall bear interest thereon and all fees and other obligations of each Loan Party accrued under at 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 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 hereby waived by the BorrowerDefault Rate.

Remedies Upon Event of Default. If any An Event of Default occurs 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 exists 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 then Administrative Agent may, and at upon the request direction of the Required Lenders Lenders, shall, by notice to the Borrower, take either or both of the following actions (whether before or after the Closing Date), at the same or different times: (i) terminate the Commitments, and thereupon suspend the Commitments shall terminate immediately, and/or reduce the Available Commitment to an amount equal to the amount of the Principal Obligation until such Event of Default is 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 Loans principal of, and all interest then outstanding accrued on, the Obligations to be forthwith 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 payableincluding the Letter of Credit Liability hereunder), and thereupon whereupon 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, same shall forthwith become due and payable immediately, 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 expressly waives, anything contained herein or in any other Loan Document to the Borrower, and contrary notwithstanding; (iiiiv) require that the Borrower each Loan Party Cash Collateralize the L/C Obligations its respective Letter of Credit Liability (in an amount equal to the Minimum Collateral Amount with respect theretothen-outstanding amount thereof); (v) exercise any right, privilege, or power set forth in Sections 5.02 and thereupon such Cash Collateral shall become due and payable immediately5.04 hereof, including, but not limited to, the initiation of Call Notices of the Remaining Capital Commitments; or (vi) without presentment, notice of default or demand, protest pursue and enforce any of Administrative Agent’s or other notice of any kind, all of which are hereby waived by the Borrower, Lenders’ rights 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 the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of each Loan Party accrued remedies under the Loan Documents, shall automatically become due and payableor otherwise provided under or pursuant to any applicable law or agreement; provided, without presentmenthowever, demand, protest or other notice that if any Event of any kind, all of which are hereby waived by the 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 any kind, all of which are hereby waived by the Borrower.Default specified in Section 11.01(i) or

Remedies Upon Event of Default. If any In the event an 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 may, and at the upon written request of the Required Lenders Banks, shall, by notice to the Borrower, take either exercise any one or both more of the following actions (whether before Rights, and any other Rights available at law or after in equity or provided in any of the Closing Date), at the same or different timesLoan Papers: (i) terminate all or any portion of the Commitments, and thereupon the such Commitments shall terminate immediatelythereupon terminate, (ii) declare the Loans principal of, and all earned and accrued unpaid interest on, the Notes then outstanding and all other accrued and unpaid Obligations 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 be declared to be due and payable), and thereupon the principal of the Loans so declared to be immediately due and payable, together with accrued interest thereon whereupon the same shall be and all fees and other obligations of each Loan Party accrued under the Loan Documents, shall become due and payable immediatelypayable, 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, and (iii) require that if requested by the Borrower Cash Collateralize Required Banks, by notice to Borrower, exercise any or all of the L/C Banks; Rights under any or all of the Security Documents, provided however, upon the occurrence of any Event of Default specified in 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 (in an amount equal to the Minimum Collateral Amount with respect thereto) shall thereupon be and thereupon such Cash Collateral shall become automatically and immediately due and payable immediatelypayable, 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, and in case of . If any event described in Section 8.1(h) or (i), the Commitments shall automatically terminate (whether before or after the Closing Date) the principal amount payable under any of the Loans then outstanding, together with accrued Loan Papers is not paid when due the outstanding and unpaid portion of such amount shall bear interest thereon and all fees and other obligations of each Loan Party accrued under at 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 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 hereby waived by the BorrowerDefault Rate.

Remedies Upon Event of Default. If 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 may, and (i) shall at the request request, or may with the consent, of the Required Lenders shallLenders, by notice to the Borrower, take either or both declare the Commitments of each Lender and the following actions (whether before or after the Closing Date)obligation of each Lender to make Advances to be terminated, at whereupon the same or different times: (i) terminate the Commitmentsshall forthwith terminate, and thereupon the Commitments shall terminate immediately, (ii) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the Loans then outstanding 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 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 forthwith due and payable, together with accrued whereupon the Advances, all such interest thereon and all fees and other obligations of each Loan Party accrued under the Loan Documents, such amounts 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 (iii) 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 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 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; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under any Bankruptcy Law, (y) the Commitments of each Lender and Cash Collateral for the L/C Obligations as described above 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 other any notice of any kind, all of which are hereby expressly waived by the BorrowerLoan 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 law or in equity or pursuant to this Loan Agreement or any other Loan Document.

Remedies Upon Event of Default. If 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 Lender may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions (whether before or after the Closing Date), at the same or 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, 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 EXHIBIT 10.1 presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, and (iii) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto) 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 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 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 hereby waived by the Borrower.

Remedies Upon Event of Default. (a) If any Event of Default (other than an Event of Default pursuant to Section 8.1(b) hereof in respect of a breach of the affirmative covenant in Section 5.16 hereof) occurs and is continuing, thenTHEN, and in every such event (other than an event x) upon the occurrence of any Event of Default described in Section 8.1(h) or (i)8.1(f), and at any time thereafter during the continuance of such event, the Administrative Agent mayautomatically, and (y) upon the occurrence of any other Event of Default, at the request of (or with the Required consent of) Requisite Lenders shall(or with respect to an Event of Default under Section 8.1(a) resulting from the failure to pay the Incentive Fee, by at the request of (or with the consent of) Extended Revolving Lenders holding more than 66-2/3% of the aggregate Revolving Exposure of all Extended Revolving Lenders), upon notice to Company by Administrative Agent, (a) the BorrowerRevolving Commitments, take either or both if any, of each Lender having such Revolving Commitments and the obligation of Issuing Bank to issue any Letter of Credit shall immediately terminate; (b) each of the following actions (whether before or after the Closing Date), at the same or 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, 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 immediately become due and payable, together with accrued interest thereon and all fees and other obligations of in each Loan Party accrued under the Loan Documents, shall become due and payable immediately, 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 Borrowerunpaid principal amount of and accrued interest on the Loans, (ii) an amount equal to the 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) require that all other Obligations; provided, the foregoing shall not affect in any way the obligations of Lenders under Section 2.3(b)(v) or Section 2.4(e); (c) Administrative Agent may cause Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents; and (d) Administrative Agent shall direct Borrowers to pay (and each Borrower Cash Collateralize hereby agrees upon receipt of such notice, or upon the L/C Obligations (occurrence of any Event of Default specified in an amount equal to the Minimum Collateral Amount with respect theretoSections 8.1(f) and thereupon (g) to pay) to Administrative Agent such Cash Collateral shall become due and payable immediatelyadditional amounts of cash as reasonable requested by Issuing Bank, without presentment, demand, protest or other notice to be held as security for such Borrower’s reimbursement Obligations in respect of any kind, all Letters 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 the Loans Credit 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 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 hereby waived by the Borrower.

Remedies Upon Event of Default. If any an Event of Default occurs and is continuing, then, and in every such event continuing (other than in the case of an event described 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 8.1(h) 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 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 mayshall, and at upon the written request of the Required Lenders shallRevolving Credit Lenders, by written notice to the BorrowerHoldings, take either or both of the following actions (whether before or after the Closing Date)actions, at the same or different times: 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 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 the Commitments, immediately and thereupon the Commitments any Fees theretofore accrued shall terminate immediately, 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 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 each Loan Party the Borrower accrued under the Loan Documentshereunder, 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 Borrower (iii) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto) extent permitted by applicable law). National Vision Holdings, Inc. has requested confidential treatment of this registration statement 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 associated correspondence pursuant to Rule 83 of the Loans then outstanding, together with accrued interest thereon Securities 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 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 hereby waived by the BorrowerExchange Commission.

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 occurs and is continuing, then, and in every such event (other than an event Event of Default described in Section 8.1(h9.1(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 be suspended without notice to or demand upon Borrower, which are expressly waived by Borrower, except that all of the Banks or the Requisite Banks (i))as the case may be, in accordance with Section 11.2) may waive an Event of Default or, without waiving, determine, upon terms and conditions satisfactory to the Banks or Requisite Banks, as the case may be, to reinstate the Commitment and make further Advances, which waiver or determination shall apply equally to, and at any time thereafter during shall be binding upon, all the continuance of such event, Banks; and (2) the Requisite Banks may request the Administrative Agent mayto, and at the request 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 Required Lenders shallunpaid principal of all Notes, by notice to all interest accrued and unpaid thereon and all other amounts payable under the Borrower, take either or both of the following actions (whether before or after the Closing Date), at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, (ii) declare the Loans then outstanding Loan Documents 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 be declared to be due and payable), and thereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued interest thereon and all fees and other obligations of each Loan Party accrued under whereupon the Loan Documents, same shall become and be forthwith due and payable immediatelypayable, without protest, presentment, demandnotice of dishonor, protest demand or other further notice of any kind, all of which are hereby expressly waived by Borrower. (b) Upon the occurrence of any Event of Default described in Section 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, 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 Banks, to reinstate the Commitment and make further Advances, which determination shall apply equally to, and shall be binding upon, all the Banks; and (iii2) require that the Borrower Cash Collateralize unpaid principal of all Notes, all interest accrued and unpaid thereon and all other amounts payable under the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto) and thereupon such Cash Collateral Loan Documents shall become be forthwith due and payable immediatelypayable, without presentmentprotest, demandpresent- ment, protest notice of dishonor, demand or other further notice of any kind, all of which are hereby expressly waived by the Borrower, and Borrower shall be obligated to immediately deposit cash collateral for all Letters of Credit with the Issuing Bank in case the amount thereof. (c) Upon the occurrence of any event described Event of Default, the Creditors, or any of them, without notice to (except as expressly provided for in Section 8.1(hany Loan Document) or demand upon Borrower, which are expressly waived by Borrower (iexcept as to notices expressly provided for in any Loan Document), may proceed (but only with the Commitments shall automatically terminate (whether before or after the Closing Date) the principal consent of the Loans then outstandingRequisite Banks) to protect, together with accrued interest thereon exercise and enforce their rights and remedies under the Loan Documents against Borrower and any other Party and such 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 allocated costs of attorneys employed by the Administrative Agent) of the Creditors, and thereafter paid pro rata to the 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 Creditors, as set forth above, second, to the payment of accrued and unpaid interest due under any Loan Documents to and including the date of such applica- 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 obligations amounts (including principal and fees) then owing to the Creditors under the Loan Documents. No application of each Loan Party accrued payments will cure any Event of Default, or prevent acceleration, or continued acceleration, of amounts payable under the Loan Documents, shall automatically become due and payableor prevent the exercise, without presentmentor continued exercise, demand, protest of rights or other notice remedies of any kind, all of which are hereby waived by the Borrower and Cash Collateral for the L/C Obligations as described above shall automatically become due and payable, without presentment, demand, protest Banks hereunder or other notice of any kind, all of which are hereby waived by the Borrowerthereunder or at Law or in equity.

Remedies Upon Event of Default. If any an Event of Default occurs shall have occurred and is be 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, then the Administrative Agent may, and at the upon written request of the Required Lenders shall, by notice (with a copy delivered to the Borrower, take either or both Borrowers) shall: (a) suspend the Commitments of the following actions Lenders until such Event of Default is cured or waived; (whether before or after the Closing Date), at the same or different times: (ib) terminate the Commitments, and thereupon Commitment of the Commitments shall terminate immediately, Lenders hereunder; (iic) declare the Loans principal of, and all interest then outstanding accrued on, the Obligations USActive 58236919.3 -103- to be forthwith due and payable in whole (or in partincluding the liability to fund the Letter of Credit Liability pursuant to Section 2.8(e) hereof), in which case any principal not so declared to be whereupon the same shall forthwith become due and payable may thereafter be declared without presentment, demand, protest, notice of default, notice of acceleration, or of intention to be due and payable), and thereupon the principal accelerate or other notice of any kind (other than notice of such declaration) all of which each of the Loans so declared Borrowers hereby expressly waives, anything contained herein or in any other Loan Document to be due the contrary notwithstanding; (d) exercise any right, privilege, or power at law or set forth in Sections 5.2 and payable5.3 hereof, together with accrued interest thereon 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 all fees enforce any of the Administrative Agent’s or the Lenders’ rights and other obligations of each Loan Party accrued 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) or 10.1(j) hereof shall occur, the principal of, and all interest on, the Obligations shall thereupon become due and payable immediatelyconcurrently therewith, without any further action by the Administrative Agent or the Lenders, or any of them, and 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 are each of the Borrowers hereby waived expressly waives. Notwithstanding anything to the contrary contained in this Credit Agreement or any other Loan Document, in no event shall the Administrative Agent (or any Secured Party) be permitted to require the Feeder to fund its Feeder Capital Contributions other than to the applicable Collateral Account. Notwithstanding anything to the contrary herein, upon the occurrence and during the continuance of an Event of Default (other than those described in Section 10.1(g), (i), (j), (o), or (t) hereof), if such Event of Default can be cured by the Borrowerfunding of Unfunded Capital Commitments, then prior to the Administrative 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 shall be required to give five (5) Business Days written notice (the “Initial Notice Period”) of its intention to exercise such remedies and, if, at any time prior to or during such Initial Notice Period, the applicable Borrower take such actions sufficient to cure such Event of Default, then the Administrative Agent and the Lenders shall not exercise such remedies until the 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 of such notice (such twelfth (12th) Business Day being the “Initial Payment Date”); (ii) the Feeder Capital Contributions and all other amounts paid by the Feeder in respect of such notice are deposited into a Collateral Account; and (iii) require 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 Cash Collateralize in a Collateral Account, shall be withdrawn by the L/C Administrative Agent to prepay the Obligations (of such Borrower in an amount equal to their entirety; provided, further, that nothing in this Section 10.2 shall prohibit the Minimum Collateral Amount Administrative Agent or any Lender from exercising any remedies it may have with respect theretoto (x) any Collateral Account and thereupon taking any such Cash Collateral shall become due and payable immediatelyactions as may be required to protect their rights in a bankruptcy proceeding or (y) any Event of Default pursuant to Section 10.1(g), 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), (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 shall automatically terminate (whether before or after which was triggered by 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 failure of any kindBorrower 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 USActive 58236919.3 -104- following the receipt of such related Feeder Capital Contributions, all of which are hereby waived as applicable, in each case, as required by the 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 any kind, all of which are hereby waived by the Borrowerthis Credit Agreement.

Remedies Upon Event of Default. If 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 8.1(h) or (i7.01(g)), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the BorrowerCompany, take either or both of the following actions (whether before or after the Closing Date)actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the 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 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 Secured Obligations of each Loan Party 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, and (iii) 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, Borrowers; and in case of any event with respect to any Borrower described in Section 8.1(h) or (i7.01(g), the Commitments shall automatically terminate (whether before or after the Closing Date) and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of each Loan Party Secured Obligations accrued hereunder and under the other 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 Borrowers. Upon the occurrence and Cash Collateral for during the L/C Obligations as described above shall automatically become due continuance of an Event of Default, the Administrative Agent may, EXHIBIT 10.1 and payableat the request of the Required Lenders shall, without presentmentexercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, demand, protest or other notice of any kind, including all of which are hereby waived by remedies provided under the BorrowerUCC.

Remedies Upon Event of Default. If 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 mayshall, and at the request of of, or may, with the consent of, the Required Lenders shall, by notice to the BorrowerLenders, take either any or both all of the following actions (whether before or after the Closing Date)actions, at the same or 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, 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 Secured Obligations of each Loan Party 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 (iii) require that cash collateral for the Borrower Cash Collateralize the L/C Obligations (LC Exposure in an amount equal to the Minimum Collateral Amount accordance with respect theretoSection 2.04(j) 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, hereof; and in case of any event with respect to the Borrower described in Section 8.1(h7.01(g) or (iSection 7.01(h), the Commitments shall automatically terminate (whether before or after the Closing Date) and the principal of the Loans then outstandingoutstanding and cash collateral for the LC Exposure, together with accrued interest thereon and all fees and other obligations of each Loan Party Secured Obligations accrued hereunder and under the other 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 Borrower. Upon the occurrence and Cash Collateral for during the L/C Obligations as described above shall automatically become due continuance of an Event of Default, the Administrative Agent may, and payableat the request of the Required Lenders shall, without presentmentexercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, demand, protest or other notice of any kind, including all of which are hereby waived by remedies provided under the BorrowerUCC.

Remedies Upon Event of Default. If any an Event of Default occurs shall have occurred and is be 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 then Administrative Agent may, and at and, upon the request direction of the Required Lenders, shall: (a) suspend the Commitments of Lenders shall, by notice and any obligation of the Letter of Credit Issuer to make L/C Credit Extensions and cause the Available Loan Amount to be reduced to an amount equal to the Borrower, take either or both Obligations until such Event of the following actions Default is cured; (whether before or after the Closing Date), at the same or different times: (ib) terminate the Commitments, Commitment of Lenders and thereupon any obligation of the Commitments shall terminate immediately, Letter of Credit Issuer to make L/C Credit Extensions hereunder; (iic) declare the Loans then unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable in whole (or in part, in which case any principal not so declared including the liability to be due and payable may thereafter be declared to be due and payablefund the Letter of Credit Obligations hereunder), and thereupon whereupon 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, same shall forthwith become due and payable immediately, 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 Borrower Party hereby waived by expressly waives, anything contained herein or in any other Loan Document to the Borrower, and contrary notwithstanding; (iiid) require that the each Borrower Party Cash Collateralize the L/C its respective Letter of Credit Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto); (e) exercise any right, privilege, or power set forth in Section 5.02, including, but not limited to, the initiation of Capital Call Notices for the funding of Capital Commitments; or (f) without notice of default or demand, pursue and thereupon such Cash Collateral 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 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 immediatelypayable, and the obligation of Borrower to Cash Collateralize the Letter of Credit Obligations as aforesaid shall automatically become effective, in each case without further act of Administrative Agent, any Lender or the Letter of Credit Issuer, and 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 are each Borrower Party 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 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 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 hereby waived by the Borrowerexpressly waives.

Remedies Upon Event of Default. If any an Event of Default occurs and is continuing, then, and in every such event continuing (other than in the case of an event described 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 8.1(h) 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 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 mayshall, and at upon the written request of the Required Lenders shallRevolving Credit Lenders, by written notice to the BorrowerHoldings, take either or both of the following actions (whether before or after the Closing Date)actions, at the same or different times: times (except the following actions may not be taken until the ability to exercise the Cure Right 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 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 the Commitments, immediately and thereupon the Commitments any Fees theretofore accrued shall terminate immediately, 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 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 each Loan Party the Borrower accrued under the Loan Documentshereunder, 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 Borrower (iii) 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 extent permitted by the Borrower, and in case of any event described in Section 8.1(h) or (iapplicable law), 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 hereby waived by the 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 any kind, all of which are hereby waived by the Borrower.

Remedies Upon Event of Default. If (a) Upon the occurrence of any Event of Default occurs and is continuing, then, and in every such event (other than an event Event of Default described in Section 8.1(h) or 8.01(g)): (i)), and at any time thereafter during ) all commitments to make Loans may be terminated by the continuance of such event, the Administrative Agent may, and at the request of the Required Majority Lenders shall, by without notice to or demand upon the Borrower, take either or both of which are expressly waived by the following actions (whether before or after the Closing Date), at the same or different times: (i) terminate the Commitments, Borrower and thereupon the Commitments shall terminate immediately, (ii) the Majority Lenders may declare the Loans then outstanding unpaid principal of or unperformed balance of all Obligations due to the Lenders hereunder, all interest accrued and unpaid thereon, and all other amounts payable under the Loan Documents 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 be declared to be due and payable), and thereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued interest thereon and all fees and other obligations of each Loan Party accrued under whereupon the Loan Documents, same shall become and be forthwith due and payable immediatelypayable, without protest, presentment, notice of dishonor, demand, protest or other further notice of any kind, all of which are hereby expressly waived by the Borrower. (b) Upon the occurrence of any Event of Default described in Section 8.01(g): (i) all commitments to make Loans shall terminate without notice to or demand upon the Borrower, which are expressly waived by the Borrower; and (ii) the unpaid principal of or unperformed balance of all Obligations due to the Lenders hereunder, and (iii) require that the Borrower Cash Collateralize the L/C all interest accrued and unpaid on such Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto) and thereupon such Cash Collateral shall become be forthwith due and payable immediatelypayable, without protest, presentment, notice of dishonor, demand, protest or other further notice of any kind, all of which are hereby expressly waived by the Borrower. (c) Upon the occurrence of an Event of Default and acceleration of the unpaid principal of or unperformed balance of all Obligations due to the Lenders hereunder, as provided in Sections 8.02(a) or (b), the Administrative Agent and the Lenders, or any of them, without notice to or demand upon the Borrower, which are expressly waived by the Borrower, may proceed to protect, exercise, 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 the Loans then outstanding, together with accrued interest thereon enforce their rights and all fees and other obligations of each Loan Party accrued remedies 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 Documents against the Borrower and Cash Collateral for such other rights and remedies as are provided by law or equity. The order and manner in which the L/C Obligations as described above rights and remedies of the Administrative Agent and the Lenders under the Loan Documents and otherwise may be protected, exercised, or enforced shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived be determined by the Borrower.Majority Lenders. (d) All payments received by the Administrative Agent and the Lenders, or any of them, shall be applied: first to the costs and expenses (including attorneys fees and disbursements) of the Administrative Agent, acting as Administrative Agent, and of the Lenders;

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, thenthe Administrative Agent shall, and in every at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions: (a) if such event is an Event of Default specified in clause (other than an event described in Section 8.1(hi) or (i))ii) of paragraph (f) of Section 8.1 with respect to any Loan Party, the Commitments shall immediately terminate automatically and the 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 at (b) if such event is any time thereafter during other Event of Default, any of the continuance following actions may be taken: (i) with the consent of such eventthe Required Lenders, the Administrative Agent may, and at or upon the request of the Required Lenders Lenders, the Administrative Agent shall, by notice to the Borrower declare the Revolving Commitments, the Term Commitments, the Swingline Commitments and the L/C Commitments to be 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, take either or both of the following actions (whether before or after the Closing Date), at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, (ii) 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 terminate 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 in whole (or in partforthwith, in which case any principal not so declared to be due and payable may thereafter be declared to be 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 thereupon the principal of Issuing Lender all rights and remedies available to it, any such Cash Management Bank, the Loans so declared to be due Lenders and payable, together with accrued interest thereon and all fees and other obligations of each Loan Party accrued 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, 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 (iii) require that the Borrower shall Cash Collateralize the L/C Obligations (in an amount equal to 105% of the Minimum Collateral Amount aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts so Cash Collateralized shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other Obligations of the Borrower hereunder and under the other Loan Documents in accordance with respect theretoSection 8.3. In addition, (x) and thereupon such the Borrower shall also Cash Collateral shall become due and payable immediately, without presentment, demand, protest or other notice Collateralize the full amount 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 the Swingline Loans then outstanding, together with accrued interest thereon and all fees and other obligations of each Loan Party accrued under (y) to the Loan Documentsextent elected by any applicable Cash Management Bank, the Borrower shall automatically become due and payable, without presentment, demand, protest or other notice also Cash Collateralize the amount of any kindObligations in respect of Cash Management Services then outstanding, all of which are hereby waived Cash Collateralized amounts shall be applied by the 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 any kind, all of which are hereby waived by the Borrower.the

Remedies Upon Event of Default. If 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 mayshall, and at the request of of, or may, with the consent of, the Required Lenders shall, by notice to the BorrowerLenders, take either any or both all of the following actions (whether before or after the Closing Date), at the same or different timesactions: (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, 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 commitment of each Loan Party accrued under the Loan Documents, shall become due Lender to make Loans and payable immediately, without presentment, demand, protest or other notice any obligation of any kind, all of which are hereby waived by the Borrower, and (iii) require that the Borrower Cash Collateralize the L/C Obligations (in an Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; declare the unpaid principal 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 kindall outstanding Loans, all of which are hereby waived by the Borrowerinterest accrued and unpaid thereon, and in case of all other amounts owing or payable hereunder or under 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 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 Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; require that the Borrower and Cash Collateral for Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable law; provided, however, that upon the occurrence of any Event of Default pursuant to clauses (f) or (g) of Section 8.01, 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 described above 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 presentment, demand, protest further act of the Administrative Agent or other notice of any kind, all of which are hereby waived by the BorrowerLender.

Remedies Upon Event of Default. If any an Event of Default occurs and is continuing, then, and in every such event continuing (other than in the case of an event described Event of Default under Section 11.3(a) with respect to any default of performance or compliance with the covenant under either Section 10.7 or Section 10.8), 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 8.1(h) 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 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 mayshall, and at upon the written request of the Required Lenders shallRevolving Credit Lenders, by written notice to the BorrowerHoldings, take either or both of the following actions (whether before or after the Closing Date)actions, at the same or different times: 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 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 the Commitments, immediately and thereupon the Commitments any Fees theretofore accrued shall terminate immediately, 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 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 each Loan Party the Borrower accrued under the Loan Documentshereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the BorrowerBorrower (to the extent permitted by applicable law). 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 10.8, provided that the actions hereinafter described 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 Term A Loan Lenders, by written notice to Holdings, take either or both of the following actions, at the same or different times (iiiexcept 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) require that declare the Term A Loan Commitments terminated, whereupon the Term A Loan Commitments, if any, of each Lender shall forthwith terminate immediately; and (ii) declare the Term A 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 Term A Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of 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 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, and in case of any event described in Section 8.1(h) or Borrower (ito the extent permitted by applicable law), 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 hereby waived by the 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 any kind, all of which are hereby waived by the Borrower.. 158

Remedies Upon Event of Default. If 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 may, and and, at the request of the Required Lenders Lenders, the Administrative Agent shall, by notice to the BorrowerBorrower (with a copy to the Prepetition Agent, counsel for any statutory committee appointed in the Cases and to the United States Trustee), take either one or both more of the following actions (whether before or after the Closing Date)actions, at the same or different times: times (provided that with respect to clause (iii) below and the enforcement of Liens or other remedies with respect to the 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 other amounts from such account) (in any hearing after the giving of the aforementioned notice, the only issue that may be raised by any party in opposition of any such action shall be whether, in fact, an Event of Default has occurred and is continuing): (i) terminate forthwith 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, in which case any principal not so declared to be due and payable may thereafter be declared to be forthwith due and payable), and thereupon whereupon the principal of the Loans so declared to be due and payableLoans, together with accrued interest thereon and all any unpaid accrued fees and all other obligations Obligations of each the Borrower accrued hereunder and under any other Loan Party accrued under the Loan DocumentsDocument, shall become forthwith due and payable immediatelypayable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the BorrowerLoan Parties, and anything contained herein or in any other Loan Document to the contrary notwithstanding; (iii) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal subject to the Minimum Collateral Amount Interim Order (or Final Order, as applicable), set-off amounts held as cash collateral or in the accounts of the Loan Parties and apply such amounts to the Obligations of the Loan Parties hereunder and under the other Loan Documents in accordance with respect theretoSection 11.03; and (iv) exercise any and thereupon such Cash Collateral shall become due and payable immediatelyall remedies under this Agreement, without presentmentthe Interim Order (or Final Order, demand, protest or other notice of any kind, all of which are hereby waived by the Borroweras applicable), and in case of any event described in Section 8.1(h) or (i), applicable law available to the Commitments shall automatically terminate (whether before or after Administrative Agent and 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 hereby waived by the 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 any kind, all of which are hereby waived by the BorrowerLenders.

Remedies Upon Event of Default. If 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 may, and at the request of the Required Lenders shall, by notice to the Lead Borrower, take either or both of the following actions (whether before or after the Closing Date), at the same or 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, 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 BorrowerBorrowers, and (iii) require that the Borrower Borrowers Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto) 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 BorrowerBorrowers, 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 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 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 any kind, all of which are hereby waived by the BorrowerBorrowers.

Remedies Upon Event of Default. If 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 Lender may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions (whether before or after the Closing Date), at the same or different times: (i) terminate the CommitmentsRevolving Commitment, and thereupon the Commitments Revolving Commitment shall terminate immediately, immediately 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 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 each Loan Party 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, and (iii) 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 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 each Loan Party 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 hereby waived by the 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 any kind, all of which are hereby waived by the Borrower.

Remedies Upon Event of Default. If 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 mayshall, and at the request of of, or may, with the Required Lenders shallconsent of, by notice to the BorrowerMajority Lenders, take either any or both all of the following actions (whether before or after the Closing Date)actions, at the same or different times: (i) terminate the Aggregate Commitments, and thereupon the Aggregate Commitments shall terminate immediately, (ii) declare the 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 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 Secured Obligations of each Loan Party 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 (iii) require that cash collateral for the Borrower Cash Collateralize the L/C Obligations (LC Exposure in an amount equal to the Minimum Collateral Amount accordance with respect theretoSection 2.04(j) 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, hereof; and in case of any event described in Section 8.1(h7.01(g) or (iSection 7.01(h), the Aggregate Commitments shall automatically terminate (whether before or after the Closing Date) and the principal of the Loans then outstandingoutstanding and cash collateral for the LC Exposure, together with accrued interest thereon and all fees and other obligations of each Loan Party Secured Obligations accrued hereunder and under the other 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 Borrower. Upon the occurrence and Cash Collateral for during the L/C Obligations as described above shall automatically become due continuance of an Event of Default, the Administrative Agent may, and payableat the request of the Majority Lenders shall, without presentmentexercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, demand, protest or other notice of any kind, including all of which are hereby waived by remedies provided under the BorrowerUCC and in each jurisdiction where Mortgaged Property is located.

Remedies Upon Event of Default. If any an Event of Default occurs and is continuing, then, and in every such event continuing (other than in the case of an event described in Event of Default under Section 8.1(h11.3(a) with respect to any default of performance or (icompliance with the covenant under Section 10.7)), and at any time thereafter during the continuance of such event, the Administrative Agent mayshall, and at upon the written request of the Required Lenders shallLenders, by written notice to the BorrowerHoldings, take either any or both all of the following actions actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrowers, except as otherwise specifically provided for in this Agreement (whether before provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrowers or after Holdings, the Closing Dateresult that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), at (ii), (iii), and (iv) below shall occur automatically without the same or different times: 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 the Commitments, immediately and thereupon the Commitments any Fees theretofore accrued shall terminate immediately, 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 then outstanding and all Obligations to be be, whereupon the same shall become, forthwith 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, and Borrowers to the extent permitted by applicable law; (iii) require terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower Cash Collateralize Borrowers to pay (and the L/C Obligations (Borrowers agree that upon receipt of such notice, or upon the occurrence of an Event of Default specified in an amount Section 11.5 with respect to the Borrowers, 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 Drawings that may subsequently occur thereunder, equal to the Minimum Collateral aggregate Stated Amount with of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect thereto) and thereupon of a failure to observe or perform the covenant under Section 10.7, provided that the actions hereinafter described will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if 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 BorrowerCure Right has not been so exercised, and in case at any time thereafter during the continuance of any event described in Section 8.1(h) or (i)such event, the Commitments shall automatically terminate (whether before or after Administrative Agent shall, upon 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 hereby waived by the 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 any kind, all of which are hereby waived by the Borrower.written

Remedies Upon Event of Default. If any In the event an Event of Default occurs and is continuing, then, and in every such event (other than an event described in Section 8.1(h) the Bank may exercise any one or (i)), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both more of the following actions (whether before Rights, and any other Rights available at law or after in equity or provided in any of the Closing Date), at the same or different timesLoan Documents: (i) terminate all or any portion of the CommitmentsCommitment (including the commitment to issue Letters of Credit), and such Commitment shall thereupon the Commitments shall terminate immediatelyterminate, and (ii) declare the Loans principal of, and all earned and accrued interest on, the Notes then outstanding and all other accrued and unpaid Obligations 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 be declared to be due and payable), and thereupon the principal of the Loans so declared to be immediately due and payable, together with accrued interest thereon whereupon the same shall be and all fees and other obligations of each Loan Party accrued under the Loan Documents, shall become due and payable immediatelypayable, 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, provided however, upon the occurrence of any Event of Default specified in Section 7.1(e) or Section 7.1(f), all of the Commitments shall thereupon automatically and (iii) require that immediately terminate and the Borrower Cash Collateralize principal of, and all earned and accrued interest on the L/C Notes then outstanding and all other accrued and unpaid Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto) shall thereupon be and thereupon such Cash Collateral shall become automatically and immediately due and payable immediatelypayable, 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 each Borrower, and in case of . If any event described in Section 8.1(h) or (i), the Commitments shall automatically terminate (whether before or after the Closing Date) the principal amount payable under any of the Loans then outstanding, together with accrued Loan Documents is not paid when due the outstanding and unpaid portion of such amount shall bear interest thereon and all fees and other obligations of each Loan Party accrued under at 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 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 hereby waived by the BorrowerDefault Rate.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, continuing then, and in every such event (other than an event with respect to any Borrower described in Section 8.1(h) or (i)7.01(f), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the BorrowerCompany, take either or both of the following actions (whether before or after the Closing Date)actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the 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 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 Obligations of each Loan Party 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, and (iii) 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, Borrowers; and in case of any event with respect to any Borrower described in Section 8.1(h7.01(f) or (i)of this Article, the Commitments shall automatically terminate (whether before or after the Closing Date) and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of each Loan Party Obligations accrued hereunder and under the other 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 Borrowers. Upon the occurrence and Cash Collateral for during the L/C Obligations as described above shall automatically become due continuance of an Event of Default, the Administrative Agent may, and payableat the request of the Required Lenders shall, without presentment, demand, protest exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or other notice of any kind, all of which are hereby waived by the Borrowerat law or equity.

Remedies Upon Event of Default. If any an 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 mayshall, and at upon the written request of the Required Lenders shall(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 and the Borrower, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower, take either or both the result that would occur upon the giving of written notice by the following actions 197 Administrative Agent as specified in clauses (whether before or after the Closing Datei), at (ii), (iii) and (iv) below shall occur automatically without the same or different times: giving of any such notice): (i) terminate declare the Total Revolving Credit Commitment and the Letter of Credit Commitments terminated, whereupon the Revolving Credit Commitment and the Letter of Credit Commitments, if any, of each Lender and thereupon the Letter of Credit Issuers, as applicable, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind 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 terminate immediately, have the right to accelerate the Term Loans; (ii) declare the principal of and any accrued interest and fees in respect of all Loans then outstanding (or, in the case of action by the Required Revolving Credit Lenders, all Revolving Credit Loans) and all related Obligations to be be, whereupon the same shall become, forthwith 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, and (iii) 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 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 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 (and Cash Collateral for the L/C Obligations as described above shall automatically become due and payableBorrower agrees that upon receipt of such notice, without presentment, demand, protest or other notice upon the occurrence of any kind, all an Event of which are hereby waived by Default specified in Section 11.5 with respect to the Borrower, it will) Cash Collateralize all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions previously described will be permitted to occur in respect of such Event of Default only following the expiration of the ability to effectuate the Cure Right.

Remedies Upon Event of Default. If any (a) In the case of an Event of Default occurs and is continuingDefault, 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 eventEvent of Default, the Administrative Agent may, and at the request of the Required Lenders Lenders, shall, by written notice to the BorrowerBorrower Representative, take either any one or both more of the following actions (whether before or after the Closing Date)actions, at the 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 any Borrower and each Depositor and appoint a replacement manager approved by the Administrative Agent pursuant to the terms of the applicable Governing Documents, (iv) [omitted], (v) 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 Loans Note and the Loan then outstanding to be due and payable in whole (or in part, in which case any principal portion of the Principal Amount not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans Principal Amount so declared to be due and payable, together with accrued interest thereon and all fees charges, fees, expenses, indemnities and other obligations of each Obligations owing or payable hereunder or under any other Loan Party accrued under the Loan DocumentsDocument, shall become due and payable immediately, 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; provided, however, that in case of an Event of Default described in Section 11.1(f), the Maximum Commitments and (iii) require that the Borrower Cash Collateralize Reinvestment Period shall automatically terminate and the L/C Note and the Principal Amount, together with accrued interest thereon and all charges, fees, expenses, indemnities and other Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto) and thereupon such Cash Collateral owing or payable hereunder or under any other Loan Document shall automatically become due and payable immediatelypayable, 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, 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 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 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 hereby waived by the BorrowerBorrowers.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, thenthe Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions: (a) declare the commitment of each Lender to make Loans and in every any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such event (other than an event described in Section 8.1(h) or (i))commitments and obligation shall be terminated; provided that, and at any time thereafter during to the continuance of such eventextent permitted by applicable law, the Administrative Agent mayshall use good faith efforts to provide notice to the Borrower of such declaration, and at provided further, however, that the request failure to provide such notice will not impair the effectiveness of such declaration or give rise to any liability of the Required Lenders shallAdministrative Agent, by any Lender or the L/C Issuer with respect thereto; (b) upon notice to the Borrower, take either or both declare the unpaid principal amount of the following actions (whether before or after the Closing Date)all outstanding Loans, at the same or different times: (i) terminate the Commitmentsall interest accrued and unpaid thereon, and thereupon the Commitments shall terminate immediately, (ii) declare the Loans then outstanding all other amounts owing or payable hereunder or under any other Loan Document 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 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, and (iii) 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 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 immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Company and the Borrower; (c) require that the Borrower and Cash Collateral for Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); (d) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or Law or equity; and (e) to the extent permitted pursuant to such Payment Commitment, revise, terminate or suspend Payment Commitments with any manufacturer or distributor; provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Company or the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C 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 described above 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 presentment, demand, protest further act of the Administrative Agent or other notice of any kind, all of which are hereby waived by the Borrower.Lender. 8.03

Remedies Upon Event of Default. If 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 8.1(h) or (i7.01(g)), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the BorrowerCompany, take either or both of the following actions (whether before or after the Closing Date)actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the 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 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 Secured Obligations of each Loan Party 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, and (iii) 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, Borrowers; and in case of any event with respect to any Borrower described in Section 8.1(h) or (i7.01(g), the Commitments shall automatically terminate (whether before or after the Closing Date) and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of each Loan Party Secured Obligations accrued hereunder and under the other 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 Borrowers. Upon the occurrence and Cash Collateral for during the L/C Obligations as described above shall automatically become due continuance of an Event of Default, the Administrative Agent may, and payableat the request of the Required Lenders shall, without presentmentexercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, demand, protest or other notice of any kind, including all of which are hereby waived by remedies provided under the BorrowerUCC.

Remedies Upon Event of Default. If 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 Lender may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions (whether before or after the Closing Date), at the same or 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, 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 BorrowerBorrowers, and (iii) require that the Borrower Borrowers 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 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 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 any kind, all of which are hereby waived by the Borrower.

Remedies Upon Event of Default. If any an Event of Default occurs and is continuing, then, and in every such event continuing (other than in the case of an event described Event of Default under Section 11.3(a) with respect to any default of performance or compliance with the covenant under Section 10.7), the Administrative Agent shall, upon the written request of the Required Lenders, by written notice to the Borrower, 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 8.1(h) 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 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 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 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 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 mayshall, and at upon the written request of the Required Lenders shallRevolving Credit Lenders, by written notice to the Borrower, take either or both of the following actions (whether before or after the Closing Date)actions, at the same or different times: 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, if any, of each Lender, shall forthwith terminate the Commitments, immediately and thereupon the Commitments any Fees theretofore accrued shall terminate immediately, 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 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 each Loan Party the Borrower accrued under the Loan Documentshereunder, 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 Borrower (iii) 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 extent permitted by the Borrower, and in case of any event described in Section 8.1(h) or (iapplicable law), 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 hereby waived by the 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 any kind, all of which are hereby waived by the Borrower.

Remedies Upon Event of Default. If any an Event of Default occurs and is continuing, then, and in every such event continuing (other than in the case of an event 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 may, at the written request of the Required Lenders, by written notice to the 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 Borrowers, 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 the Subsidiary Borrower, the result that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (1), (2), (3), and (4) below shall occur automatically without the giving of any such notice): (1) 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; (2) 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 Borrowers to the extent permitted by applicable law; (3) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (4) direct the Parent Borrower to pay (and each Xxxxxxxx agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to 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 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 (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 in Section 8.1(h) or (i)this sentence may not be taken), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the written request of the Required Lenders shallRevolving Credit Lenders, by written notice to the Parent Borrower, take either or both of the following actions (whether before or after the Closing Date)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 the Commitments, immediately and thereupon the Commitments any Fees theretofore accrued shall terminate immediately, 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 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 each Loan Party the Borrowers accrued under the Loan Documentshereunder, 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 Borrowers (to the extent permitted by applicable law); (iii) require terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Parent Borrower Cash Collateralize to pay (and each Borrower agrees that upon receipt of such notice, it will pay) to the L/C Obligations (in an amount 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 Minimum aggregate Stated Amount of all Letters of Credit issued and then outstanding. Notwithstanding the foregoing, in no event shall the Administrative Agent, the Collateral Amount Agent or any Secured Party be permitted to terminate any commitment, accelerate any obligation or take any other enforcement or remedial step described in this Section 11.12 with respect thereto) and thereupon to any event or circumstance either publicly reported, or reported to the Administrative Agent or the Lenders, more than two years prior to such Cash Collateral shall become due and payable immediatelyproposed termination, without presentment, demand, protest acceleration 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) enforcement or (i), 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 hereby waived by the 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 any kind, all of which are hereby waived by the Borrowerremedial step.

Remedies Upon Event of Default. If 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 mayshall, and at the request of of, or may, with the consent of, the Required Lenders shall, by notice to the BorrowerLenders, take either any or both all of the following actions (whether before or after the Closing Date), at the same or different timesactions: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, (iia) declare the commitment of each Lender to make Loans then outstanding and any obligation of a L/C Issuer to make L/C Credit Extensions to be due terminated, whereupon such commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable in whole (hereunder or in part, in which case under any principal not so declared other Loan Document to be due and payable may thereafter be declared to be immediately 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 expressly waived by the Borrower, and ; (iiic) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto); and (d) exercise on behalf of itself and thereupon such Cash Collateral shall become due the Lenders all rights and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by remedies available to it and 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 the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of each Loan Party accrued Lenders under the Loan Documents; provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Loan Party under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of a 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, without presentment, demand, protest or other notice and the obligation of any kind, all of which are hereby waived by the Borrower and to Cash Collateral for Collateralize the L/C Obligations as described above aforesaid shall automatically become due and payableeffective, in each case without presentment, demand, protest further act of the Administrative Agent or other notice of any kind, all of which are hereby waived by the Borrower.Lender. 9.03

Remedies Upon Event of Default. If any an Event of Default occurs and is continuing, then, and in every such event continuing (other than in the case of an event described in Event of Default under Section 8.1(h11.3(a) with respect to any default of performance or (icompliance with the covenant under Section 10.7)), and at any time thereafter during the continuance of such event, the Administrative Agent mayshall, and at upon the written request of the Required Lenders shallLenders, by written notice to the BorrowerHoldings, take either any or both all of the following actions actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrowers, except as otherwise specifically provided for in this Agreement (whether before provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrowers or after Holdings, the Closing Dateresult that would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i), at (ii), (iii), and (iv) below shall occur automatically without the same or different times: 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 the Commitments, immediately and thereupon the Commitments any Fees theretofore accrued shall terminate immediately, 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 then outstanding and all Obligations to be be, whereupon the same shall become, forthwith 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, and Borrowers to the extent permitted by applicable law; (iii) require terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower Cash Collateralize Borrowers to pay (and the L/C Obligations (Borrowers agree that upon receipt of such notice, or upon the occurrence of an Event of Default specified in an amount Section 11.5 with respect to the Borrowers, 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 Drawings that may subsequently occur thereunder, equal to the Minimum Collateral aggregate Stated Amount with of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect thereto) and thereupon of a failure to observe or perform the covenant under Section 10.7, provided that the actions hereinafter described will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if 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 BorrowerCure Right has not been so exercised, and in case at any time thereafter during the continuance of any event described in Section 8.1(h) or (i)such event, the Commitments shall automatically terminate (whether before or after Administrative Agent shall, upon the Closing Date) the principal written request of the Loans then outstandingRequired Revolving Credit Lenders, together with accrued interest thereon and all fees and other obligations by written notice to Holdings, take either or both of each Loan Party accrued under the Loan Documentsfollowing actions, shall automatically become due and payable, without presentment, demand, protest at the same or other notice of any kind, all of which are hereby waived by different times (except the 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 any kind, all of which are hereby waived by the Borrower.following actions may not be taken until

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, continuing then, and in every such event (other than an event with respect to any Borrower described in Section 8.1(h) or (i)7.01(f), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the BorrowerCompany, take either or both of the following actions (whether before or after the Closing Date)actions, at the same or 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, 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 Obligations of each Loan Party 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 BorrowerBorrowers, and (iii) require that cash collateral for the Borrower Cash Collateralize the L/C Obligations (LC Exposure in an amount equal to the Minimum Collateral Amount accordance 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, Section 2.06(j); and in case of any event with respect to any Borrower described in Section 8.1(h7.01(f) or (i)of this Article, the Commitments shall automatically terminate (whether before or after the Closing Date) and the principal of the Loans then outstandingoutstanding and cash collateral for the LC Exposure, together with accrued interest thereon and all fees and other obligations of each Loan Party Obligations accrued hereunder and under the other 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 Borrowers. Upon the occurrence and Cash Collateral for during the L/C Obligations as described above shall automatically become due continuance of an Event of Default, the Administrative Agent may, and payableat the request of the Required Lenders shall, without presentment, demand, protest exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or other notice of any kind, all of which are hereby waived by the Borrowerat law or equity.

Remedies Upon Event of Default. If 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 mayshall, and at the request of of, or may, with the consent of, the Required Lenders shall, by notice to the BorrowerLenders, take either any or both all of the following actions (whether before or after the Closing Date), at the same or different timesactions: (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, 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 commitment of each Loan Party accrued under the Loan Documents, shall become due Lender to make Loans and payable immediately, without presentment, demand, protest or other notice any obligation of any kind, all of which are hereby waived by the Borrower, and (iii) require that the Borrower Cash Collateralize the L/C Obligations (in an Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; declare the unpaid principal 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 kindall outstanding Loans, all of which are hereby waived by the Borrowerinterest accrued and unpaid thereon, and in case of all other amounts owing or payable hereunder or under 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 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 Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; require that the Borrower and Cash Collateral for Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C 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 described above 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 presentment, demand, protest further act of the Administrative Agent or other notice of any kind, all of which are hereby waived by the BorrowerLender.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, continuing then, and in every such event (other than an event with respect to the Borrower described in Section 8.1(h) or (i)7.01(f), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions (whether before or after the Closing Date)actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the 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 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 Obligations of each Loan Party 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, and (iii) 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 with respect to the Borrower described in Section 8.1(h) or (i7.01(f), the Commitments shall automatically terminate (whether before or after the Closing Date) and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of each Loan Party Obligations accrued hereunder and under the other 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 Borrower. Upon the occurrence and Cash Collateral for during the L/C Obligations as described above shall automatically become due continuance of an Event of Default, the Administrative Agent may, and payableat the request of the Required Lenders shall, without presentment, demand, protest exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or other notice of any kind, all of which are hereby waived by the Borrowerat law or equity.

Remedies Upon Event of Default. If 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 mayshall, and at the request of of, or may, with the consent of, the Required Lenders shall, by notice to the BorrowerLenders, take either any or both all of the following actions (whether before or after the Closing Date), at the same or different timesactions: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, (iia) declare the 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 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 Commitment of each Loan Party accrued under the Loan Documents, shall become due Lender to make Loans and payable immediately, without presentment, demand, protest or other notice any obligation of any kind, all of which are hereby waived by the Borrower, and (iii) require that the Borrower Cash Collateralize the L/C Obligations Issuers to make L/C Credit Extensions to be terminated, whereupon such Commitments and obligation shall be terminated; (in an b) declare the unpaid principal 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 kindall outstanding Loans, all of which are hereby waived by the Borrowerinterest accrued and unpaid thereon, and in case of all other amounts owing or payable hereunder or under 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 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 Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower and Borrowers; (c) require that the Company Cash Collateral for Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto); and (d) exercise on behalf of itself, the Lenders and the 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 at equity; provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as described above aforesaid shall automatically become due and payable, and the obligation of the Company to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without presentment, demand, protest further act of the Administrative Agent or other notice of any kind, all of which are hereby waived by the Borrower.Lender. 9.03

Remedies Upon Event of Default. If 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 may, and at the request of the Required Lenders shall, by notice to the Borrower, take either any or both all of the following actions (whether before or after the Closing Date), at the same or different timesactions: (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, 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 Commitment of each Loan Party accrued under the Loan Documents, shall become due Lender to make Loans and payable immediately, without presentment, demand, protest or other notice any obligation of any kind, all of which are hereby waived by the Borrower, and (iii) require that the Borrower Cash Collateralize the L/C Obligations (in an Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments and obligation shall be terminated; declare the unpaid principal 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 kindall outstanding Loans, all of which are hereby waived by the Borrowerinterest accrued and unpaid thereon, and in case of all other amounts owing or payable hereunder or under 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 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 Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers; require that each Primary Revolving Borrower and Cash Collateral for the Collateralize L/C Obligations of such Primary Revolving Borrower (in an amount equal to the then Outstanding Amount thereof); and exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents; provided, however, that upon the occurrence of any Event of Default with respect to any Borrower described in Section 8.01(f), the Commitments shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as described above aforesaid shall automatically become due and payable, and the obligation of each Primary Revolving Borrowers to Cash Collateralize L/C Obligations of such Primary Revolving Borrower as aforesaid shall automatically become effective, in each case without presentment, demand, protest further act of the Administrative Agent or other notice of any kind, all of which are hereby waived by the Borrower.Lender. THE AGENTs

Remedies Upon Event of Default. If any an Event of Default occurs and is continuing, then, and in every such event continuing (other than in the case of (x) an event described 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 may, or, upon the written request of the Required Lenders, shall, by written notice to the Borrower, take any or all of the following actions, without prejudice to the rights of the Administrative Agent to enforce 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 8.1(h) 11.5 shall occur with respect to Holdings or the Borrower, 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 and Swingline Commitment terminated, whereupon the Revolving 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 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 10.9 (provided that, in the case of this clause (y), the actions hereinafter described 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 mayshall, and at upon the written request of the Required Facility Lenders shallunder the Revolving Credit Facility, by written notice to the Borrower, take either or both of the following actions (whether before or after the Closing Date)actions, at the same or different times: 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 the Commitments, immediately and thereupon the Commitments any Fees theretofore accrued shall terminate immediately, forthwith become due and payable without any other notice of any kind; and (ii) declare the Revolving Credit 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 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 each Loan Party the Borrower accrued under the Loan Documentshereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the BorrowerBorrower (to the 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 immediately preceding sentence as a result of (x) an Event of Default identified in the proviso to Section 11.2 or (y) 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 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 (iii) require that thereupon the principal of the Term Loans, together with accrued and unpaid interest thereon and all fees and other obligations of 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 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 BorrowerBorrower (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 facility (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 case 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 described in Section 8.1(h) reported publicly or (i), otherwise disclosed to the Commitments shall automatically terminate (whether before Lenders more than two years prior to such date unless the Administrative Agent is exercising remedies 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 reserved its rights by written notice of any kind, all of which are hereby waived by to the 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 any kind, all of which are hereby waived by the Borrowerat such time.

Remedies Upon Event of Default. If any Event of Default (other than an event with respect to Borrower described in Section 8.01(g) or (h)) 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 maymay and, and at the request of the Required Lenders Lenders, shall, by notice to the Borrower, take either or both of the following actions (whether before or after the Closing Date)actions, at the same or different times: (i) terminate the Commitments, and thereupon forthwith the Commitments shall terminate immediately, and (ii) declare the Loans and Reimbursement Obligations then outstanding to be forthwith 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 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 fees other Obligations of Borrower accrued hereunder 100 SC1:3775857.9 LEGAL_US_E # 113365636.9 and under any other obligations of each Loan Party accrued under the Loan DocumentsDocument, shall become forthwith due and payable immediatelypayable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrower and the BorrowerSubsidiary Guarantors, and (iii) require that the Borrower Cash Collateralize the L/C Obligations (anything contained herein or in an amount equal any other Loan Document to the Minimum Collateral Amount contrary notwithstanding; and if an Event of Default 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 to Borrower described in Section 8.1(h8.01(g) or (i)h) occurs, the Commitments shall automatically terminate (whether before or after the Closing Date) and the principal of the Loans and Reimbursement Obligations then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all fees other Obligations of Borrower accrued hereunder and under any other obligations of each Loan Party accrued under the Loan DocumentsDocument, 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 the Borrower and Cash Collateral for the L/C Obligations as described above shall automatically become due and payableSubsidiary Guarantors, without presentment, demand, protest anything contained herein or in any other notice of any kind, all of which are hereby waived by Loan Document to the Borrowercontrary notwithstanding.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, then, and in every such event (other than an event described in Section 8.1(h8.1(k) or (il)), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by written notice to the Borrower, take either or both of the following actions (whether before or after the Closing Date), at the same or 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, 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 BorrowerBorrower (other than notices required under applicable law), and (iii) 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 kindkind (other than notices required under applicable law), all of which are hereby waived by the Borrower, and in case of any event described in Section 8.1(h8.1(k) or (il), 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 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 hereby waived by the Borrower.

Remedies Upon Event of Default. If Upon the occurrence of any Event of Default occurs and is continuing, then, and in every such event (other than an event described in Section 8.1(h) one or (i)), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request more of the Required Lenders shall, by notice to the Borrower, take either or both Events of the following actions (whether before or after the Closing Date)Default, at the same Lender’s option, all obligations on the Lender’s part to make the Loan or different times: (i) terminate the Commitmentsissue Letters of Credit, or to make any further disbursements hereunder shall cease and terminate, and the Loan and all sums then or thereafter due under any and all of the Loan Documents shall thereupon the Commitments shall terminate immediately, (ii) declare the 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 be declared to be become immediately due and payable). In addition, the Lender at its option may require the Borrower to, 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, and (iii) require that the Borrower Cash Collateralize shall thereupon, cash collateralize the L/C Obligations then outstanding amount of all Letters of Credit outstanding (in an amount equal to the Minimum Collateral Amount with respect thereto) and thereupon such Cash Collateral shall become due and payable immediatelythen outstanding amount thereof). Without limitation of the foregoing, without presentment, demand, protest or other notice upon the occurrence of any kind, all an Event of which are hereby waived by the Borrower, and in case of any event Default described in Section 8.1(hsubsections (f) or (i)g) of Section 9.01 of this Agreement, the Lender’s obligation to make advances under the Commitments shall automatically terminate (whether before or after and the Closing Date) the principal Loans and all other Obligations of the Loans then outstanding, together with accrued interest thereon Borrower hereunder and all fees and other obligations of each Loan Party accrued under the other Loan Documents, Documents shall immediately and automatically become due and payable, without presentment, demand, protest protest, notice of protest, declaration or notice of acceleration or intention to accelerate, and the Borrower hereby expressly waives any such notice or demand, anything contained herein or in any other Loan Document to the contrary notwithstanding. Upon the occurrence of an Event of Default, Lender may (a) set off the amounts due Lender under the Loan Documents against any and all accounts, credits, money, securities or other property of Borrower now or hereafter on deposit with, held by or in the possession of Lender to the credit or for the account of Borrower, without notice to or the consent of Borrower and (b) enforce any kind, or all of which are hereby waived by the Borrower and Cash Collateral for the L/C Obligations as described above shall automatically become due and payableits rights hereunder or under any other Loan Documents, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowerat law or in equity.