Common use of Exercise of Remedies Clause in Contracts

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to an Event of Default under this Note, including, without limitation, any action (l) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such Event of Default from the Holder; and (D) the acceleration of the maturity of the Senior Indebtedness; provided, however, that if, with respect to (B) and (D) above, such proceeding or acceleration, respectively, is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waived, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to take.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (a) the Agent may, includingand shall, upon being directed to do so by the Majority Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by the Borrower; (lc) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 7.1(i) and notwithstanding the Holderlack of any declaration by Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; and (Dd) the acceleration Agent may, and shall, upon being directed to do so by the Majority Lenders, charge any deposit or other account of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Account, for any or all of the maturity Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower); (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest Rate plus three percent (3%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of the Senior Indebtedness; providedan Event of Default, however, that ifAgent may, with respect to (B) Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and (D) aboveinsert in place thereof, such proceeding the Agent or acceleration, respectively, is rescindedits designee, or direct MERS to take such other action with respect to (C) above, during such 180-day period such Event of Default has been cured or waived, the prohibition against taking Pledged MERS Loans as the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takedeems advisable.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (a) the Agent may, includingand shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, upon notice to the Borrower Representative, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without limitationpresentment, any action (l) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor notice (other than as set forth in this Section) or demand, all of which are hereby expressly waived by the holder of a majority in principal amount of the Senior IndebtednessBorrowers; (c) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 9.1(i) and notwithstanding the Holderlack of any declaration by Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; and (Dd) the acceleration Agent shall, upon being directed to do so by the Majority Revolving Credit Lenders, demand immediate delivery of cash collateral, and each Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maturity maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, for deposit into an account controlled by the Senior IndebtednessAgent; provided(e) the Agent may, howeverand shall, upon being directed to do so by the Majority Lenders, notify Borrowers or any Credit Party that if, interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances with respect to which Sections 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then applicable Prime-based Rate plus two percent (B) 2%); and (Df) abovethe Agent may, such proceeding and shall, upon being directed to do so by the Majority Lenders or accelerationthe Lenders, respectivelyas applicable (subject to the terms hereof), is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waivedexercise any remedy permitted by this Agreement, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure other Loan Documents or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takelaw.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (a) the Agent may, includingand shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by the Borrowers; (lc) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 9.1(i) and notwithstanding the Holderlack of any declaration by the Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; and (Dd) the acceleration Agent shall, upon being directed to do so by the Majority Revolving Credit Lenders, demand immediate delivery of cash collateral, and each Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 103% the maturity maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, for deposit into an account controlled by the Senior IndebtednessAgent; provided(e) the Agent may, howeverand shall, upon being directed to do so by the Majority Lenders, notify the Borrowers or any Credit Party that ifinterest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances, Swing Line Advances and Term Loan Advances with respect to which Sections 2.6 and 4.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then applicable Base Rate plus two percent (B) 2%); and (Df) abovethe Agent may, such proceeding and shall, upon being directed to do so by the Majority Lenders or accelerationthe Lenders, respectivelyas applicable (subject to the terms hereof), is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waivedexercise any remedy permitted by this Agreement, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure other Loan Documents or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takelaw.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters In the event of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to an Event of Default Default, Agent may, at its option, do any of the following: (i) cause the Leases (or any of them) to be sold at private or public sale to the highest bidder for cash in accordance with the provisions of the Uniform Commercial Code or other applicable law; (ii) assume the Leases (or any of them), designate a third party to assume the Leases (or any of them) or assign the Leases (or any of them) to a third party; (iii) assume the Leases (or any of them) or sublease the Leases (or any of them) or the Premises or any part thereof to a third party; and (iv) exercise any other right or remedy the Agent may have by contract, at law, or in equity. Upon demand of Agent, the Lessee agrees to surrender to Agent and Agent (or its designee) shall be entitled to take actual possession of the Premises or any part thereof personally, or by its agents or attorneys. Agent is hereby vested with full power to use all measures, legal and equitable, deemed by it necessary or proper to enforce this Assignment, including the right of Agent (or its designee) with or without force or notice and with or without process of law, to enter upon and take and maintain possession of all or any part of the Premises, together with all personal property, fixtures, documents, books, records, papers and accounts of the Lessee or the then owner of the Premises relating thereto, and may exclude the Lessee, its agents, or servants, wholly therefrom and may as attorney-in-fact of the Lessee, or in its own name and under this Notethe powers herein granted, includinghold, operate, manage and control the Premises and conduct the business, if any, thereof either personally or by its agents. Lessee hereby grants full power and authority to Agent to exercise all rights, privileges and powers herein granted at any and all times hereinafter, without limitation, notice to Lessee. Agent shall be under no obligation to exercise or prosecute any action (l) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) rights or claims assigned to in commencing hereunder or to perform or carry out any proceeding of the obligations of the lessee/tenant under the Leases and does not assume any of the liabilities in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash arising or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice growing out of the occurrence covenants and agreements of such Event of Default from Lessee in the Holder; and (D) the acceleration of the maturity of the Senior Indebtedness; provided, however, that if, with respect to (B) and (D) above, such proceeding or acceleration, respectively, is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waived, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takeLeases.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (a) the Agent may, includingand shall, upon being directed to do so by the Majority Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by the Borrower; (lc) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 8.1(i) and notwithstanding the Holderlack of any declaration by the Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; and (Dd) the acceleration Agent shall, upon being directed to do so by the Majority Lenders, demand immediate delivery of cash collateral, and the Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maturity maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, for deposit into an account controlled by the Senior IndebtednessAgent; provided(e) the Agent may, howeverand shall, upon being directed to do so by the Majority Lenders, notify the Borrower or any Credit Party that if, interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then applicable US Base Rate or Canadian Prime Rate plus three percent (B) 3%); and (Df) abovethe Agent may, such proceeding and shall, upon being directed to do so by the Majority Lenders or accelerationthe Lenders, respectivelyas applicable (subject to the terms hereof), is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waivedexercise any remedy permitted by this Agreement, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure other Loan Documents or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takelaw.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (a) the Agent may, includingand shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by the Borrower; (lc) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 9.1(i) and notwithstanding the Holderlack of any declaration by the Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; and (Dd) the acceleration Agent shall, upon being directed to do so by the Majority Revolving Credit Lenders, demand immediate delivery of cash collateral, and the maturity Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, for deposit into an account controlled by the Senior IndebtednessAgent; provided(e) the Agent may, howeverand shall, upon being directed to do so by the Majority Lenders, notify the Borrower or any applicable Credit Party that ifinterest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances, Swing Line Advances and Term Loan Advances with respect to which Sections 2.6 and 4.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then applicable Base Rate plus two percent (B) 2%); and (Df) abovethe Agent may, such proceeding and shall, upon being directed to do so by the Majority Lenders or accelerationthe Lenders, respectivelyas applicable (subject to the terms hereof), is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waivedexercise any remedy permitted by this Agreement, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure other Loan Documents or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takelaw.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (a) the Agent may, includingand shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by the Borrowers; (lc) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 9.1(i) and notwithstanding the Holderlack of any declaration by the Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; and (Dd) the acceleration Agent shall, upon being directed to do so by the Majority Revolving Credit Lenders, demand immediate delivery of cash collateral, and each Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maturity maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, for deposit into an account controlled by the Senior IndebtednessAgent; provided(e) the Agent may, howeverand shall, upon being directed to do so by the Majority Lenders, notify the Borrowers or any Credit Party that ifinterest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances, Swing Line Advances and Term Loan Advances with respect to (Bwhich Sections 2.6 and 4.6 shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then applicable Base Rate plus 3%; and (Df) abovethe Agent may, such proceeding and shall, upon being directed to do so by the Majority Lenders or accelerationthe Lenders, respectivelyas applicable (subject to the terms hereof), is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waivedexercise any remedy permitted by this Agreement, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure other Loan Documents or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takelaw.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (a) the Agent may, includingand shall, upon being directed to do so by the Majority Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by the Borrower; (lc) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 9.1(i) and notwithstanding the Holderlack of any declaration by the Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; and (Dd) the acceleration Agent shall, upon being directed to do so by the Majority Lenders, demand immediate delivery of cash collateral, and the Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maturity maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, for deposit into an account controlled by the Senior IndebtednessAgent; provided(e) the Agent may, howeverand shall, upon being directed to do so by the Majority Lenders, notify the Borrower or any Credit Party that if, interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then applicable Base Rate plus two percent (B) 2%); and (Df) abovethe Agent may, such proceeding and shall, upon being directed to do so by the Majority Lenders or accelerationthe Lenders, respectivelyas applicable (subject to the terms hereof), is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waivedexercise any remedy permitted by this Agreement, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure other Loan Documents or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takelaw.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (a) the Agent may, includingand shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by Borrowers; (lc) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 9.1(i) and notwithstanding the Holderlack of any declaration by Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; and (Dd) the acceleration Agent shall, upon being directed to do so by the Majority Revolving Credit Lenders, demand immediate delivery of cash collateral, and each Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maturity maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, for deposit into an account controlled by the Senior IndebtednessAgent; provided(e) the Agent may, howeverand shall, upon being directed to do so by the Majority Lenders, notify Borrowers or any Credit Party that ifinterest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances, Swing Line Advances and Term Loan Advances with respect to which Sections 2.6 and 4.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then applicable Prime-based Rate plus two percent (B) 2%); and (Df) abovethe Agent may, such proceeding and shall, upon being directed to do so by the Majority Lenders or accelerationthe Lenders, respectivelyas applicable (subject to the terms hereof), is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waivedexercise any remedy permitted by this Agreement, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure other Loan Documents or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takelaw.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (a) the Agent may, includingand shall, upon being directed to do so by the Majority Lenders, declare the Commitments terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by the Borrower; (lc) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 9.1(i) and notwithstanding the Holderlack of any declaration by the Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Commitments shall be automatically and immediately terminated; and (Dd) the acceleration Agent shall, upon being directed to do so by the Majority Revolving Credit Lenders, demand immediate delivery of cash collateral, and the maturity Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, for deposit into an account controlled by the Senior IndebtednessAgent; provided(e) the Agent may, howeverand shall, upon being directed to do so by the Majority Lenders, notify the Borrower or any Credit Party that ifinterest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances, Swing Line Advances and Term Loan Advances with respect to which Sections 2.6 and 4.7 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then applicable Base Rate plus five percent (B) 5%); and (Df) abovethe Agent may, such proceeding and shall, upon being directed to do so by the Majority Lenders or accelerationthe Lenders, respectivelyas applicable (subject to the terms hereof), is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waivedexercise any remedy permitted by this Agreement, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure other Loan Documents or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takelaw.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (a) the Agent may, includingand shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Equipment Credit Lenders, declare the Equipment Credit Aggregate Commitment terminated; (c) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by the Borrower; (ld) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 9.1(i) and notwithstanding the Holderlack of any declaration by Agent under preceding clauses (a), (b) or (c), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment and Equipment Credit Aggregate Commitment shall be automatically and immediately terminated; and (De) the acceleration Agent shall, upon being directed to do so by the Majority Revolving Credit Lenders, demand immediate delivery of cash collateral, and the Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maturity maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, for deposit into an account controlled by the Senior IndebtednessAgent; provided(f) the Agent may, howeverand shall, upon being directed to do so by the Majority Lenders, notify Borrower or any Credit Party that ifinterest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances, Equipment Credit Advances, Swing Line Advances and the Term Loan Advances with respect to which Sections 2.6, 2.A.6 and 4.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then applicable Base Rate plus two percent (B) 2%); and (Dg) abovethe Agent may, such proceeding and shall, upon being directed to do so by the Majority Lenders or accelerationthe Lenders, respectivelyas applicable (subject to the terms hereof), is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waivedexercise any remedy permitted by this Agreement, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure other Loan Documents or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takelaw.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (a) the Agent may, includingand shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by the Borrower; (lc) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 9.1(i) and notwithstanding the Holderlack of any declaration by the Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; and (Dd) the acceleration Agent shall, upon being directed to do so by the Majority Revolving Credit Lenders, demand immediate delivery of cash collateral, and the Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maturity maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, for deposit into an account controlled by the Senior IndebtednessAgent; provided(e) the Agent may, howeverand shall, upon being directed to do so by the Majority Lenders, notify the Borrower that ifinterest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances, Swing Line Advances and Term Loan Advances with respect to which Sections 2.6 and 4.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then applicable Base Rate plus two percent (B) 2%); and (Df) abovethe Agent may, such proceeding and shall, upon being directed to do so by the Majority Lenders or accelerationthe Lenders, respectivelyas applicable (subject to the terms hereof), is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waivedexercise any remedy permitted by this Agreement, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure other Loan Documents or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takelaw.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Noteoccurs, includingBuyer may exercise the following rights and remedies in its sole discretion: (a) By written notice (which may be delivered via email, without limitationtelecopy, overnight mail, regular mail or any action (lother method selected by Buyer in its sole discretion) to demand or ▇▇▇ for collection of amounts payable hereunderSeller (which option shall be deemed to have been exercised, (2) to accelerate the principal of this Noteeven if no notice is given, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on immediately upon the occurrence of a Bankruptcy an Event prior of Insolvency of Seller), the Repurchase Date for each Transaction hereunder, if it has not already occurred, shall be deemed immediately to occur. Any written notice given by Buyer hereunder shall be deemed to have been received by Seller immediately upon such notice having been sent by Buyer to Seller’s address, fax number or email address, as the case may be, specified on the signature page hereof. (b) If Buyer exercises or is deemed to have exercised the option referred to in subsection (a) of this Section, (i) Seller’s obligations in such Transactions to repurchase all Purchased Loans, at the Repurchase Price therefore on the Repurchase Date determined in accordance with subsection (a) of this Section, shall thereupon become immediately due and payable, and all Income paid after such exercise or deemed exercise shall be retained by Buyer and applied to the earlier of: (A) the payment in full in cash or aggregate unpaid Repurchase Price and any other immediately available funds of all Senior Indebtednessamounts owed by Seller hereunder; (Bii) to the extent permitted by applicable law, the Repurchase Price with respect to each such Transaction shall be increased by the aggregate amount accrued by daily application of, on a 360 day per year basis for the actual number of days during the period from and including the date of the exercise or deemed exercise of such option to but excluding the date of payment of the Repurchase Price as so increased, (x) the initiation Post-Default Rate to (y) the Repurchase Price for such Transaction as of a proceeding the Repurchase Date as determined pursuant to subsection (other than a proceeding prohibited by clause (3a) of this Section 4(e)(decreased as of any day by (i) any amounts actually in connection with or premised upon the occurrence possession of a Bankruptcy Event; Buyer pursuant to Section 10.02, and (Cii) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such Event of Default any proceeds from the Holdersale of Purchased Loans applied to the Repurchase Price pursuant to Section 10.03; and (Dc) the acceleration of the maturity of the Senior Indebtedness; providedBy written notice (which may be delivered via email, howevertelecopy, that ifovernight mail, with respect regular mail or any other method selected by Buyer in its sole discretion) to (B) and (D) above, such proceeding or acceleration, respectively, is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waivedSeller, the prohibition against taking the actions described in this section 4(e) Repurchase Price for each Transaction hereunder shall automatically be reinstated as of the date of the rescissiondeemed to be due and payable on each Repurchase Date therefor. Any written notice given by Buyer hereunder shall be deemed to have been received by Seller immediately upon such notice having been sent by Buyer to Seller’s address, cure fax number or waiveremail address, as applicable. In all eventsthe case may be, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, specified on the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takesignature page hereof.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (a) the Agent may, includingand shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by the Borrower; (lc) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 9.1(i) and notwithstanding the Holderlack of any declaration by Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; and (Dd) the acceleration Agent shall, upon being directed to do so by the Majority Revolving Credit Lenders, demand immediate delivery of cash collateral, and each Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maturity maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, for deposit into an account controlled by the Senior IndebtednessAgent; provided(e) the Agent may, howeverand shall, upon being directed to do so by the Majority Lenders, notify Borrower or any Credit Party that ifinterest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances, Swing Line Advances and Term Loan Advances with respect to which Sections 2.6 and 4.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then applicable Base Rate plus two percent (B) 2%); and (Df) abovethe Agent may, such proceeding and shall, upon being directed to do so by the Majority Lenders or accelerationthe Lenders, respectivelyas applicable (subject to the terms hereof), is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waivedexercise any remedy permitted by this Agreement, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure other Loan Documents or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takelaw.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (a) the Agent may, includingand shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment and/or, if not expired, Term Loan Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by the Borrower; (lc) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 9.1(i) and notwithstanding the Holderlack of any declaration by the Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment and, if not expired, Term Loan Aggregate Commitment shall be automatically and immediately terminated; and (Dd) the acceleration Agent shall, upon being directed to do so by the Majority Revolving Credit Lenders, demand immediate delivery of cash collateral, and the Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maturity maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, for deposit into an account controlled by the Senior IndebtednessAgent; provided(e) the Agent may, howeverand shall, upon being directed to do so by the Majority Lenders, notify the Borrower or any Credit Party that ifinterest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances, Swing Line Advances with respect to (B) which Section 2.6 hereof shall govern and (D) above, such proceeding or acceleration, respectively, is rescinded, or Term Loan Advances with respect to which Section 4.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then applicable Base Rate plus three percent (C3%); and (f) abovethe Agent may, during such 180-day period such Event of Default has been cured and shall, upon being directed to do so by the Majority Lenders or waivedthe Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure other Loan Documents or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takelaw.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (a) the Agent may, includingand shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by the Borrowers; (lc) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 9.1(i) and notwithstanding the Holderlack of any declaration by the Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; and (Dd) the acceleration Agent shall, upon being directed to do so by the Majority Revolving Credit Lenders, demand immediate delivery of cash collateral, and each Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maturity maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, for deposit into an account controlled by the Senior IndebtednessAgent; provided(e) the Agent may, howeverand shall, upon being directed to do so by the Majority Lenders, notify the Borrowers or any Credit Party that if, interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then applicable Base Rate plus two percent (B) 2%); and (Df) abovethe Agent may, such proceeding and shall, upon being directed to do so by the Majority Lenders or accelerationthe Lenders, respectivelyas applicable (subject to the terms hereof), is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waivedexercise any remedy permitted by this Agreement, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure other Loan Documents or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takelaw.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (a) the Administrative Agent may, includingand shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Administrative Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by the Borrowers; (lc) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 9.1(i) and notwithstanding the Holderlack of any declaration by the Administrative Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; and (Dd) the acceleration Administrative Agent shall, upon being directed to do so by the Majority Revolving Credit Lenders, demand immediate delivery of cash collateral, and the Borrowers agree to deliver such cash collateral upon demand, in an amount equal to 110% of the maturity maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, for deposit into an account controlled by the Senior IndebtednessAdministrative Agent; provided(e) the Administrative Agent may, howeverand shall, upon being directed to do so by the Majority Lenders, notify the Administrative Borrower or any Credit Party that ifinterest shall accrue and be payable on demand on all Indebtedness (other than Revolving Credit Advances, Swing Line Advances and Term Loan Advances with respect to which Sections 2.6 and 4.6 hereof shall govern) owing from time to time to the Administrative Agent or any Lender, at a per annum rate equal to the then applicable Base Rate plus two percent (B) 2%); and (Df) abovethe Administrative Agent may, such proceeding and shall, upon being directed to do so by the Majority Lenders or accelerationthe Lenders, respectivelyas applicable (subject to the terms hereof), is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waivedexercise any remedy permitted by this Agreement, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure other Loan Documents or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takeapplicable law.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (a) the Agent may, includingand shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by Borrowers; (lc) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 9.1(i) and notwithstanding the Holderlack of any declaration by Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; and (Dd) the acceleration Agent shall, upon being directed to do so by the Majority Revolving Credit Lenders, demand immediate delivery of cash collateral, and each Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maturity maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit; (e) the Senior Indebtedness; providedAgent may, howeverand shall, upon being directed to do so by the Majority Lenders, notify Agent that if, interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then applicable Prime-based Rate plus two percent (B) 2%); and (Df) abovethe Agent may, such proceeding and shall, upon being directed to do so by the Majority Lenders or accelerationthe Lenders, respectivelyas applicable (subject to the terms hereof), is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waivedexercise any remedy permitted by this Agreement, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure other Loan Documents or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takelaw.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (a) the Agent may, includingand shall, upon being directed to do so by the Majority Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by the Borrower; (lc) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 9.1(i) and notwithstanding the Holderlack of any declaration by Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; and (Dd) the acceleration Agent shall, upon being directed to do so by the Majority Lenders, demand immediate delivery of cash collateral, and each Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maturity maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit; (e) the Senior Indebtedness; providedAgent may, howeverand shall, upon being directed to do so by the Majority Lenders, notify Borrower or any Credit Party that ifinterest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances, and Swing Line Advances with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then applicable Prime-based Rate plus two percent (B) 2%); and (Df) abovethe Agent may, such proceeding and shall, upon being directed to do so by the Majority Lenders or accelerationthe Lenders, respectivelyas applicable (subject to the terms hereof), is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waivedexercise any remedy permitted by this Agreement, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure other Loan Documents or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takelaw.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (r) the Agent shall, includingupon being directly to do so by the Majority Banks, declare the Revolving Credit Aggregate Commitment (and any commitment to increase the Revolving Credit Aggregate Commitment) and the Line of Credit Commitment (and any commitment to increase the Line of Credit Commitment) terminated; (w) the Agent shall, upon being directed to do so by the Majority Banks, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by Company; (lx) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in subsection 10.1(j), above, and notwithstanding the Holderlack of any declaration by Agent under preceding clause (w), the entire unpaid principal Indebtedness, including the Notes, shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment and the Line of Credit Aggregate Commitment shall be automatically and immediately terminated; and (Dy) the acceleration Agent shall, upon being directed to do so by the Majority Banks, demand immediate delivery of cash collateral, and the Company and each Account Party agrees to deliver such cash collateral upon demand, in an amount equal to the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, and (z) the Agent shall, if directed to do so by the Majority Banks or all of the maturity Banks, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law." 28. Section 11.2 of the Senior Indebtedness; provided, however, that if, with respect Agreement is amended to (B) and (D) above, such proceeding or acceleration, respectively, is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waived, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated read as of the date of the rescission, cure or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to take.follows:

Exercise of Remedies. So long as If an Event of Default has occurred and is continuing hereunder: (a) Bank may declare the entire unpaid principal Obligations, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by Borrower; (b) Upon the occurrence of any Senior Indebtedness is outstanding Event of Default specified in subsection 10.1(f) or (including any loans, any letters of credit, any commitments to lend or any lender guaranteesg), Holder above, and notwithstanding the lack of any declaration by Bank, the entire unpaid principal Obligations shall become automatically and immediately due and payable; and (solely in its capacity as c) Bank may exercise any remedy permitted by this Agreement, the other Loan Documents or law.” 9. The Borrower has advised the Bank that it violated the provisions of Section 8.15(a) and 8.15(f) of the Credit Agreement for period ending June 30, 2022 (the “Covenant Violations”). The Borrower has requested that the Bank waive any Event of Default under the Agreement resulting from the Covenant Violations. The Bank hereby waives such Events of Default (“Waiver”). This Waiver shall become effective upon receipt by Bank of a holder waiver of this Note) any existing defaults or events of default under the Note Purchase Agreement. The Waiver shall not exercise be deemed to amend or alter in any respect the terms and conditions of the Agreement, or to constitute a waiver or release by the Bank of any right, remedy or Event of Default under the Agreement, except to the extent expressly set forth above. Furthermore, the Waiver shall not affect in any manner whatsoever any rights or remedies of the Bank with respect to any other non-compliance by Borrower with the Agreement whether in the nature of an Event of Default or otherwise, and whether now in existence or subsequently arising. 10. Borrower hereby represents and warrants that, after giving effect to the amendment contained herein, (a) execution, delivery and performance of this Amendment and any other documents and instruments required under this Amendment or the Agreement are within its corporate powers, have been duly authorized, are not in contravention of law or the terms of such Borrower’s Articles of Incorporation or Bylaws and do not require the consent or approval of any governmental body, agency, or authority; and this Amendment and any other documents and instruments required under this Amendment or the Agreement, will be valid and binding in accordance with their terms; (b) the continuing representations and warranties of Borrower set forth in the Agreement are true and correct on and as of the date hereof with the same force and effect as made on and as of the date hereof; (c) except as previously disclosed by Borrower to Bank, no Event of Default (as defined in the Agreement) or condition or event which, with the giving of notice or the running of time, or both, would constitute an Event of Default under this Notethe Agreement, includingas hereby amended, without limitation, any action (l) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such Event of Default from the Holder; and (D) the acceleration of the maturity of the Senior Indebtedness; provided, however, that if, with respect to (B) has occurred and (D) above, such proceeding or acceleration, respectively, is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waived, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated continuing as of the date hereof. Borrower expressly acknowledges the conversion of the rescissionrevolving line of credit under the Agreement from a committed facility to a discretionary facility under which Bank may it is sole discretion refuse to make Advances or otherwise extend credit to Borrower 11. AS OF THE DATE HEREOF BORROWER REPRESENTS AND WARRANTS THAT IT IS AWARE OF, cure or waiverAND POSSESSES, as applicableNO CLAIMS OR CAUSES OF ACTION AGAINST BANK. NOTWITHSTANDING THIS REPRESENTATION AND AS FURTHER CONSIDERATION FOR THE AGREEMENTS AND UNDERSTANDINGS HEREIN, BORROWER ON BEHALF OF ITS EMPLOYEES, AGENTS AND SUCCESSORS AND ASSIGNS, HEREBY RELEASES BANK, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, AFFILIATES, SUBSIDIARIES, SUCCESSORS AND ASSIGNS FROM ANY LIABILITY, CLAIM, RIGHT OR CAUSE OF ACTION THAT NOW EXISTS, OR HEREAFTER ARISES, WHETHER KNOWN OR UNKNOWN, ARISING FROM OR IN ANY WAY RELATED TO FACTS IN EXISTENCE AS OF THE DATE HEREOF. BY WAY OF EXAMPLE AND NOT LIMITATION, THE FOREGOING INCLUDES ANY CLAIMS IN ANY WAY RELATED TO ACTIONS TAKEN OR OMITTED TO BE TAKEN BY LENDER UNDER THE LOAN DOCUMENTS (INCLUDING, WITHOUT LIMITATION, ANY REFUSAL BY BANK TO MAKE ADVANCES OR OTHERWISE EXTEND CREDIT TO BORROWER UNDER THE AGREEMENT OR THE OTHER LOAN DOCUMENTS), THE BUSINESS RELATIONSHIP WITH LENDER AND ALL OTHER OBLIGATIONS OF ANY NATURE OR KIND OF BORROWER, ANY ORAL AGREEMENTS OR UNDERSTANDINGS (ACTUAL OR ALLEGED), ANY BANKING RELATIONSHIPS THAT BORROWER HAS OR MAY HAVE HAD WITH BANK AT ANY TIME AND FOR ANY REASON. 12. In accordance with the Credit Agreement, Borrower is responsible for all eventsreasonable out-of-pocket costs incurred by Bank, unless an event described in clause (A)including without limit reasonable attorneys' fees, (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice with regard to the Senior Agent before taking preparation and execution of this Amendment and any action described documents, instruments or agreements executed in connection herewith. Borrower hereby acknowledges that Bank may receive a benefit, including a discount, credit or other accommodation, from its legal counsel in certain other matters based on the fees such counsel may receive as a result of its overall relationship with Bank, including fees paid in connection with this Section 4(e)Amendment. 13. Except as expressly provided herein, which notice all of the terms and conditions of the Agreement remain unchanged and in full force and effect. 14. This Amendment shall describe with specificity be effective upon execution of this Amendment by Borrower and Bank. IN WITNESS the action that due execution hereof as of the Holder in good faith intends to take.day and year first above written. By: /s/ T. E▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ B▇▇▇▇ ▇▇▇▇▇

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (a) the Agent may, includingand shall, without limitationupon being directed to do so by the Required Revolving Credit Lenders, any action declare the Revolving Credit Aggregate Commitment terminated; (lb) the Agent may, and shall, upon being directed to demand or ▇▇▇ for collection of amounts payable hereunderdo so by the Required Lenders, (2) to accelerate declare the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in entire unpaid principal amount of the Senior Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the Borrowers; (c) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 9.1(j) and notwithstanding the Holderlack of any declaration by Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; and (Dd) the acceleration Agent shall, upon being directed to do so by the Required Revolving Credit Lenders, demand immediate delivery of cash collateral, and each Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maturity maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, for deposit into an account controlled by the Senior IndebtednessAgent; provided(e) the Agent may, howeverand shall, upon being directed to do so by the Required Lenders, notify Borrowers or any Credit Party that ifinterest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances, Swing Line Advances and Term Loan Advances with respect to which Sections 2.9 and 4.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then applicable Prime-based Rate plus three percent (B) 3%); and (Df) abovethe Agent may, such proceeding and shall, upon being directed to do so by the Required Lenders or accelerationthe Lenders, respectivelyas applicable (subject to the terms hereof), is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waivedexercise any remedy permitted by this Agreement, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure other Loan Documents or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takelaw.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (a) the Agent may, includingand shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by the Borrower; (lc) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 9.1(i) and notwithstanding the Holderlack of any declaration by the Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; and (Dd) the acceleration Agent shall, upon being directed to do so by the Majority Revolving Credit Lenders, demand immediate delivery of cash collateral, and the Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maturity maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, for deposit into an account controlled by the Senior IndebtednessAgent; provided(e) the Agent may, howeverand shall, upon being directed to do so by the Majority Lenders, notify the Borrower or any Credit Party that ifinterest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances, Swing Line Advances and Term Loan Advances with respect to which Sections 2.6 and 4.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the [then]Default Rate applicable [Base Rate plus three percent (B) 3%)]to such Indebtedness; and (Df) abovethe Agent may, such proceeding and shall, upon being directed to do so by the Majority Lenders or accelerationthe Lenders, respectivelyas applicable (subject to the terms hereof), is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waivedexercise any remedy permitted by this Agreement, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure other Loan Documents or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takelaw.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (a) the Agent may, includingand shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by the Borrowers; (lc) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 9.1(i) and notwithstanding the Holderlack of any declaration by Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; and (Dd) the acceleration Agent shall, upon being directed to do so by the Majority Revolving Credit Lenders, demand immediate delivery of cash collateral, and each Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 110% of the maturity maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, for deposit into an account controlled by the Senior IndebtednessAgent; provided(e) the Agent may, howeverand shall, upon being directed to do so by the Majority Lenders, notify Borrowers or any Credit Party that if, interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Term Loan Advances with respect to which Sections 2.6 and 4.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then applicable Prime Referenced Rate plus two percent (B) 2%); and (Df) abovethe Agent may, such proceeding and shall, upon being directed to do so by the Majority Lenders or accelerationthe Lenders, respectivelyas applicable (subject to the terms hereof), is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waivedexercise any remedy permitted by this Agreement, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure other Loan Documents or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takelaw.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (a) the Agent may, includingand shall, upon being directed to do so by the Majority Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by the Borrower; (lc) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 9.1(i) and notwithstanding the Holderlack of any declaration by the Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; and (Dd) the acceleration Agent shall, upon being directed to do so by the Majority Lenders, demand immediate delivery of cash collateral, and the Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maturity maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, for deposit into an account controlled by the Senior IndebtednessAgent; provided(e) the Agent may, howeverand shall, upon being directed to do so by the Majority Lenders, notify the Borrower or any Credit Party that ifinterest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances, Swing Line Advances with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then applicable Base Rate plus two percent (B) 2%); and (Df) abovethe Agent may, such proceeding and shall, upon being directed to do so by the Majority Lenders or accelerationthe Lenders, respectivelyas applicable (subject to the terms hereof), is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waivedexercise any remedy permitted by this Agreement, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure other Loan Documents or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takelaw.

Exercise of Remedies. So long as 16.2.1 In the case of any Senior Indebtedness Event of Default which is outstanding (including any loanscontinuing, in addition to all other rights and remedies otherwise vested in, or available to, any letters of creditthe Finance Parties under the Security Documents or otherwise: (a) the Security Trustee, if so instructed by the Controlling Lenders, shall by notice to the Borrower (unless such notice is prohibited by applicable law), declare the aggregate principal amount then outstanding of, and the accrued interest on, any commitments or all of the Loans, any Break Amount, accrued commitment fees and any or all other amounts owing to lend or any lender guaranteesthe Finance Parties, to be forthwith due and payable, whereupon such amounts shall be immediately due and payable without presentment, demand (except as aforesaid), Holder protest or other formalities of any kind, all of which are hereby expressly waived by the Borrower; and (solely in its capacity as a holder b) the Facility Agent may, and if so instructed by the Controlling Lenders, shall, by notice to the Borrower (unless such notice is prohibited by applicable law), cancel the Total Commitments whereupon they shall immediately be cancelled. 16.2.2 In the case of this Note) shall not exercise any rights or remedies with respect to the occurrence of an Event of Default under this Notereferred to in clause (f) or (g) of Section 16.1, includingin addition to all other rights and remedies otherwise vested in, without limitationor available to, any action of the Finance Parties under the Security Documents or otherwise, the Total Commitments shall automatically be cancelled and the Loans, together with accrued interest, any Break Amount, accrued commitment fees and all other amounts owing to the Finance Parties under the Loan Documents shall automatically be immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Borrower (l) unless, subsequent to demand such automatic acceleration, such automatic acceleration is waived by the Controlling Lenders). 16.2.3 For the avoidance of doubt, notwithstanding the fact that the Loans have been divided into Tranches or ▇▇▇ for collection of amounts payable hereunderanything else to the contrary in any Loan Document, (2i) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such Event of Default from the Holder; and (D) the acceleration in respect of the maturity of the Senior Indebtedness; provided, however, that if, with respect any one or more Loans relating to (B) and (D) above, such proceeding any one or acceleration, respectively, is rescinded, or with respect to (C) above, during such 180-day period such more Aircraft shall constitute an Event of Default has been cured or waived, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure or waiverDefault, as applicable. In , in respect of all events, unless an event described in clause the Loans made hereunder and (A), (Bii) the entirety of the Collateral shall secure all of the Secured Obligations and the Finance Parties shall be entitled to apply the proceeds realized from the disposition of any item of Collateral to any or (D) above has occurred and not been rescinded, all of the Holder shall give thirty (30) days prior written notice Loans without regard to the Senior Agent before taking whether any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends such Loan relates to takeany particular Collateral.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (a) the Agent may, includingand shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by the Borrowers; (lc) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 9.1(i) and notwithstanding the Holderlack of any declaration by Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment and the Draw-to-Facility Aggregate Commitment shall be automatically and immediately terminated; and (Dd) the acceleration Agent shall, upon being directed to do so by the Majority Revolving Credit Lenders, demand immediate delivery of cash collateral, and each Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maturity maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, for deposit into an account controlled by the Senior IndebtednessAgent; provided(e) the Agent may, howeverand shall, upon being directed to do so by the Majority Lenders, notify Borrowers or any Credit Party that ifinterest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances, Swing Line Advances, Term Loan Advances, and Draw-to-Facility Advances with respect to which Sections 2.6, 4.6, and 4A.6 shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then applicable Base Rate plus three percent (B) 3%); and (Df) abovethe Agent may, such proceeding and shall, upon being directed to do so by the Majority Lenders or accelerationthe Lenders, respectivelyas applicable (subject to the terms hereof), is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waivedexercise any remedy permitted by this Agreement, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure other Loan Documents or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takelaw.

Exercise of Remedies. So long as (a) No failure or delay on the part of the Purchaser Agent or any Senior Indebtedness is outstanding (including Purchaser in exercising any loansright, power or privilege under this Agreement and no course of dealing between any Originator, any letters of creditTransferor, any commitments to lend the Seller or the Servicer, on the one hand, and the Purchaser Agent or any lender guarantees)Purchaser, Holder on the other hand, shall operate as a waiver of such right, power or privilege, nor shall any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. The rights and remedies under this Agreement are cumulative, may be exercised singly or concurrently, and are not exclusive of any rights or remedies that the Purchaser Agent or any Purchaser would otherwise have at law or in equity. No notice to or demand on any party hereto shall entitle such party to any other or further notice or demand in similar or other circumstances, or constitute a waiver of the right of the party providing such notice or making such demand to any other or further action in any circumstances without notice or demand. (b) Notwithstanding anything to the contrary contained herein or in any Related Document, the authority to enforce rights and remedies hereunder and under the Related Documents against the Seller, the Servicer or the Seller Assets shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Purchaser Agent in accordance with the Related Documents for the benefit of all the Purchasers; provided that the foregoing shall not prohibit (i) the Purchaser Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as a holder of this NotePurchaser Agent) shall not exercise hereunder and under the Related Documents, (ii) any Purchaser from exercising setoff rights in accordance with Section 11.07 (iii) the Requisite Purchasers or remedies with respect the Requisite 8.01 Purchasers, as applicable, from directing the Purchaser Agent to an Event of Default under this Note, including, without limitation, take actions expressly contemplated herein (including any action (ldescribed in the final paragraph of Section 8.01 hereof) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3iv) to commence any Purchaser from filing proofs of claim or join with appearing and filing pleadings on its own behalf during the pendency of a proceeding under the Bankruptcy Code or any other creditor (other than applicable debtor relief law; and provided further that if at any time there is no Person acting as Purchaser Agent hereunder and under the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: Related Documents, then (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; Requisite 8.01 Purchasers and/or the Requisite Purchasers shall have the rights otherwise ascribed to the Purchaser Agent pursuant to this Article IX and (B) in addition to the initiation of a proceeding matters set forth in clauses (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such Event of Default from the Holder; and (D) the acceleration of the maturity of the Senior Indebtedness; provided, however, that if, with respect to (Bii) and (Diii) above, such proceeding or acceleration, respectively, is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waived, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date preceding proviso and subject to Section 11.07, any Purchaser may, with the consent of the rescissionRequisite 8.01 Purchasers or the Requisite Purchasers, cure enforce any rights and remedies available to it and as authorized by the Requisite 8.01 Purchasers or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takeRequisite Purchasers.

Exercise of Remedies. So Notwithstanding anything contained in this Agreement or any other Financing Document to the contrary, for so long as any Senior Indebtedness Debt is outstanding (including outstanding, if any loansPayment Default or Nonpayment Default in respect thereof shall have occurred and is continuing, then no holder of any letters of credit, Subordinated Debt may take any commitments action to lend accelerate all or any lender guarantees), Holder portion of the Subordinated Debt (solely in its capacity as a holder of this Noteand no acceleration or purported acceleration pursuant to Section 6.2(a)(i)(B) or Section 6.2(a)(ii) shall not become effective) or exercise any rights or remedies with other Remedies in respect to an Event of Default under this Note, including, without limitation, thereof during any action period (la "STANDSTILL PERIOD"): (a) to demand or ▇▇▇ for collection of amounts payable hereunder, commencing: (2i) to accelerate in the principal of this Note, or (3) to commence or join with any other creditor (other than the holder event of a majority in principal amount Payment Default, on the date of the Senior Indebtednesssuch Payment Default; (ii) in commencing any proceeding in connection with or premised the event of a Nonpayment Default, on the occurrence of a Bankruptcy Event prior to date that the earlier Nonpayment Blockage Period begins; (b) and ending upon the earliest of: (Ai) the payment in full in cash or other immediately available funds date forty-five (45) days after the commencement of all Senior Indebtednesssuch Standstill Period; (Bii) the initiation date upon which any holder or holders of a proceeding (other than a proceeding prohibited by clause (3) any Material Obligations, or any holder or holders of this Section 4(e)) in connection with any Senior Debt, accelerate or premised upon declare such Debt to be due and payable prior to its stated maturity or prior to the occurrence regularly scheduled date or dates of a Bankruptcy Eventpayment or otherwise commence the exercise of and Remedies against the Company; (Ciii) the expiration of 180 days immediately following the receipt by the Senior Agent of notice first date upon which any of the occurrence Events of Default described in Section 6.1(e) shall have occurred and be continuing beyond any period of grace specified therein; and, in such event, the automatic acceleration of the Notes contemplated in respect of such Event of Default from pursuant to Section 6.2(a)(i)(B) shall occur immediately upon the Holdertermination of the Standstill Period; and (Div) the acceleration date of termination of the maturity of Payment Blockage Period or Nonpayment Blockage Period, as the Senior Indebtedness; provided, however, case may be. Other than during a Standstill Period. in the event that if, with respect to (B) and (D) above, such proceeding or acceleration, respectively, is rescinded, or with respect to (C) above, during such 180-day period such any Event of Default has been cured or waivedshall have occurred and shall be continuing, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as holders of the date Subordinated Debt may take action any action permitted pursuant to Section 6.2 and any other action permitted by applicable law to protect its rights and seek any Remedy in respect of an Event of Default; PROVIDED, HOWEVER, that the rights of the rescission, cure holders to receive payment in respect of the exercise of any such rights or waiver, as applicable. In remedies shall at all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice times be subject to the Senior Agent before taking any action described in provisions of Section 7.2, Section 7.4, Section 7.5, Section 7.6(b)(iv) and the other provisions of this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to take7.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (a) the Agent may, includingand shall, upon being directed to do so by the Majority Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by the Borrower; (lc) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 7.1(i) and notwithstanding the Holderlack of any declaration by Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; and (Dd) the acceleration Agent may, and shall, upon being directed to do so by the Majority Lenders, charge any deposit or other account of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Account, for any or all of the maturity Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower); (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the Base Rate plus the Applicable Margin plus three percent (3%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of the Senior Indebtedness; providedan Event of Default, however, that ifAgent may, with respect to (B) Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and (D) aboveinsert in place thereof, such proceeding the Agent or acceleration, respectively, is rescindedits designee, or direct MERS to take such other action with respect to (C) above, during such 180-day period such Event of Default has been cured or waived, the prohibition against taking Pledged MERS Loans as the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takedeems advisable.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (a) Agent may, includingand upon the written direction of the Majority Banks, Agent shall, terminate Banks' commitments to make Post-Petition Advances and Agent's commitment to issue Letters of Credit; (b) Agent may and upon the written direction of the Majority Banks, Agent shall: (i) declare the entire unpaid balance of the indebtedness hereunder, including the Post-Petition Advances and the Notes, immediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by Borrower, and/or (lii) immediately prevent Borrowers further utilization of Cash Collateral and/or (iii) the Agent may, and upon being told to do so by the Majority Banks shall, demand or ▇▇▇ immediate delivery of Cash Collateral for collection of amounts payable hereunder, (2) to accelerate application against the principal Loans in accordance with the terms of this NoteAgreement, or (3) and the Borrowers agree to commence or join with deliver such Cash Collateral upon demand, in an amount equal to the maximum amount that may be available to be drawn at any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event time prior to the earlier of:stated expiry of all outstanding Letters of Credit, or any one or more of the foregoing, whereupon the commitments hereunder shall terminate forthwith and all such amounts, including such Cash Collateral, shall become immediately due and payable, as the case may be; and (Ac) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised Immediately and automatically upon the occurrence of a Bankruptcy Eventany Event of Default specified in Sections 12.9 through 12.16 above, and notwithstanding the lack of any declaration by Agent under preceding clause (b), the entire unpaid principal of the Loans and other indebtedness hereunder, including the Notes, shall become automatically due and payable; (Cd) the expiration of 180 days immediately following the receipt The Agent may and, upon being directed to do so by the Senior Majority Banks, shall, in addition to the remedies provided herein, exercise and enforce any and all other rights and remedies available to it or the Agent and Banks, whether arising under this Agreement or any other Document or under applicable law, in any manner deemed appropriate by the Agent, including suit in equity, action at law, or other appropriate proceedings, whether for the specific performance (to the extent permitted by law) of notice any covenant or agreement contained in any other Document or in aid of the occurrence exercise of such Event of Default from the Holder; and (D) the acceleration of the maturity of the Senior Indebtedness; provided, however, that if, with respect to (B) and (D) above, such proceeding or acceleration, respectively, is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waived, the prohibition against taking the actions described any power granted in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takeother Loan Document.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (a) the Agent may, includingand shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without limitationpresentment, any action (l) to demand or ▇▇▇ for collection notice, notice of amounts payable hereunderacceleration, (2) notice of intent to accelerate or demand, all of which are hereby expressly waived by the principal of this Note, or Borrower; (3c) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 9.1(i) and notwithstanding the Holderlack of any declaration by Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, without presentment, notice, notice of acceleration, notice of intent to accelerate or demand, all of which are hereby expressly waived by the Borrower, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; and (Dd) the acceleration Agent shall, upon being directed to do so by the Majority Revolving Credit Lenders, demand immediate delivery of cash collateral, and Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maturity maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit; (e) the Senior Indebtedness; providedAgent may, howeverand shall, upon being directed to do so by the Majority Lenders, notify Borrower or any Credit Party that if, interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then applicable Prime-based Rate plus two percent (B) 2%); and (Df) abovethe Agent may, such proceeding and shall, upon being directed to do so by the Majority Lenders or accelerationthe Lenders, respectivelyas applicable (subject to the terms hereof), is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waivedexercise any remedy permitted by this Agreement, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure other Loan Documents or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takelaw.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (a) the Agent may, includingand shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by the Borrower; (lc) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 9.1(i) and notwithstanding the Holderlack of any declaration by the Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; and (Dd) the acceleration Agent shall, upon being directed to do so by the Majority Revolving Credit Lenders, demand immediate delivery of cash collateral, and the Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maturity maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, for deposit into an account controlled by the Senior IndebtednessAgent; provided(e) the Agent may, howeverand shall, upon being directed to do so by the Majority Lenders, notify the Borrower or any Credit Party that ifinterest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances, Swing Line Advances and Term Loan Advances with respect to which Sections 2.6 and 4.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then applicable Base Rate plus three percent (B) 3%); and (Df) abovethe Agent may, such proceeding and shall, upon being directed to do so by the Majority Lenders or accelerationthe Lenders, respectivelyas applicable (subject to the terms hereof), is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waivedexercise any remedy permitted by this Agreement, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure other Loan Documents or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takelaw.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding SECTION 4.1. Directions from the Controlling Party. (including any loans, any letters a) (i) Following the occurrence and during the continuation of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to an Event of Indenture Default under this Noteany Indenture, the Controlling Party shall direct the Subordination Agent, which in turn shall direct the Loan Trustee under such Indenture, in the exercise of remedies available to the holders of the Equipment Notes issued pursuant to such Indenture, including, without limitation, the ability to vote all such Equipment Notes in favor of Accelerating such Equipment Notes in accordance with the provisions of such Indenture. If the Equipment Notes issued pursuant to any action Indenture have been Accelerated following an Indenture Default with respect thereto, the Controlling Party may direct the Subordination Agent to sell, assign, contract to sell or otherwise dispose of and deliver all (lbut not less than all) of such Equipment Notes to demand any Person at public or ▇▇▇ for collection private sale, at any location at the option of amounts payable hereunderthe Controlling Party, all upon such terms and conditions as it may reasonably deem advisable in accordance with applicable law. (2ii) Notwithstanding the foregoing, so long as any Certificates remain Outstanding, during the period ending on the date which is nine months after the earlier of (x) the Acceleration of the Equipment Notes issued pursuant to accelerate the principal of this Note, any Indenture or (3y) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Southwest Bankruptcy Event prior Event, without the consent of each Trustee, no Aircraft subject to the earlier of:Lien of such Indenture or such Equipment Notes may be sold if the net proceeds from such sale would be less than the Minimum Sale Price for such Aircraft or such Equipment Notes. (Aiii) At the payment in full in cash or other immediately available funds request of all Senior Indebtedness; the Controlling Party, the Subordination Agent may from time to time during the continuance of an Indenture Default (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon and before the occurrence of a Bankruptcy Triggering Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such Event of Default from the Holder; and (D) the acceleration of the maturity of the Senior Indebtedness; provided, however, that if, commission LTV Appraisals with respect to the Aircraft subject to such Indenture. (Biv) After a Triggering Event occurs and (D) aboveany Equipment Note becomes a Non-Performing Equipment Note, such proceeding or acceleration, respectively, is rescinded, or the Subordination Agent shall obtain Appraisals with respect to all of the Aircraft (Cthe "LTV Appraisals") above, during such 180-day period such Event of Default has been cured as soon as practicable and additional LTV Appraisals on or waived, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as prior to each anniversary of the date of such initial LTV Appraisals; provided that if the rescission, cure or waiver, as applicable. In all events, unless an event described Controlling Party reasonably objects to the appraised value of the Aircraft shown in clause (A), (B) or (D) above has occurred and not been rescindedsuch LTV Appraisals, the Holder Controlling Party shall give thirty have the right to obtain or cause to be obtained substitute LTV Appraisals (30) days prior written notice to including any LTV Appraisals based upon physical inspection of the Senior Agent before taking any action described in this Section 4(eAircraft), which notice shall describe with specificity the action that the Holder in good faith intends to take.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default has occurred and is continuing hereunder: (a) Administrative Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) Administrative Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes (but excepting Indebtedness under this NoteLender Hedging Obligations and Lender Product Obligations), includingimmediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by Borrower; (lc) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 9.1(j) and notwithstanding the Holderlack of any declaration by Administrative Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness (excepting Indebtedness under Lender Hedging Obligations and Lender Product Obligations) shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; and (Dd) Administrative Agent shall, upon being directed to do so by the acceleration Majority Lenders, demand immediate delivery of cash collateral, and Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 100% of the maturity maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, for deposit into an account controlled by Administrative Agent; (e) Administrative Agent may, and shall, upon being directed to do so by the Senior Indebtedness; providedMajority Lenders, however, notify Borrower or any Credit Party that if, interest shall be payable on demand on all Indebtedness (other than (1) Revolving Credit Advances and Swing Line Advances with respect to (B) which Section 2.6 shall govern and (D2) aboveLender Hedging Obligations and Lender Product Obligations) owing from time to time to Administrative Agent or any Lender, such proceeding at a per annum rate equal to the then applicable Base Rate plus 2%; and (f) Administrative Agent may, and shall, upon being directed to do so by the Majority Lenders or accelerationLenders, respectivelyas applicable (subject to the terms hereof), is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waivedexercise any remedy permitted by this Agreement, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure other Loan Documents or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takelaw.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (a) the Agent may, includingand shall, upon being directed to do so by the Majority Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by the Borrowers; (lc) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 9.1(i) and notwithstanding the Holderlack of any declaration by the Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; and (Dd) the acceleration Agent shall, upon being directed to do so by the Majority Lenders, demand immediate delivery of cash collateral, and each Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maturity maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, for deposit into an account controlled by the Senior IndebtednessAgent; provided(e) the Agent may, howeverand shall, upon being directed to do so by the Majority Lenders, notify the Borrowers or any Credit Party that if, interest shall be payable on demand on all Indebtedness (other than Advances with respect to (Bwhich Sections 2.6, 4.6 and other applicable provisions shall expressly govern) at a per annum rate equal to the Default Rate applicable to such Indebtedness; and (Df) abovethe Agent may, such proceeding and shall, upon being directed to do so by the Majority Lenders or accelerationthe Lenders, respectivelyas applicable (subject to the terms hereof), is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waivedexercise any remedy permitted by this Agreement, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure other Loan Documents or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takelaw.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default has occurred and is continuing hereunder: (a) with the consent of the Majority Lenders, Administrative Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) with the consent of the Majority Lenders, Administrative Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes (but excepting Indebtedness under this NoteLender Hedging Obligations and Lender Product Obligations), includingimmediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by Borrower; (lc) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 9.1(j) and notwithstanding the Holderlack of any declaration by Administrative Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness (excepting Indebtedness under Lender Hedging Obligations and Lender Product Obligations) shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; and (Dd) Administrative Agent may, and shall, upon being directed to do so by the acceleration Majority Lenders, demand immediate delivery of cash collateral, and Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 100% of the maturity maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, for deposit into an account controlled by Administrative Agent; (e) Administrative Agent may, and shall, upon being directed to do so by the Senior Indebtedness; providedMajority Lenders, however, notify Borrower or any Credit Party that if, interest shall be payable on demand on all Indebtedness (other than (1) Revolving Credit Advances with respect to (B) which Section 2.6 shall govern and (D2) aboveLender Hedging Obligations and Lender Product Obligations) owing from time to time to Administrative Agent or any Lender, such proceeding at a per annum rate equal to the then applicable Base Rate plus 2%; and (f) Administrative Agent may, and shall, upon being directed to do so by the Majority Lenders or accelerationLenders, respectivelyas applicable (subject to the terms hereof), is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waivedexercise any remedy permitted by this Agreement, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure other Loan Documents or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takelaw.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (a) the Agent may, includingand shall, upon being directed to do so by the Majority Banks, declare the Commitments terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Banks, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by Borrowers; (lc) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in subsection 10.1(k), above, and notwithstanding the Holderlack of any declaration by Agent under preceding clause (b), the entire unpaid principal Indebtedness, including the Notes, shall become automatically and immediately due and payable, and the Commitments shall be automatically and immediately terminated; and (Dd) the acceleration Agent shall, upon being directed to do so by the Majority Banks, demand immediate delivery of cash collateral, and Borrowers and each Account Party agrees to deliver such cash collateral upon demand, in an amount equal to the maturity maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit and Brazilian Advances, and (e) the Senior IndebtednessAgent may, and shall, if directed to do so by the Majority Banks or the Banks, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law; provided, however, that ifAgent shall not be entitled to foreclose its security interest in the, or otherwise cause a sale of the, stock pledged under the Pledge Agreement or exercise any voting rights with respect to such stock until more than ninety (B90) and (D) above, such proceeding days have elapsed since the acceleration or acceleration, respectively, is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waived, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as maturity of the date of the rescission, cure or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takeIndebtedness.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (a) the Agent may, includingand shall, upon being directed to do so by the Majority Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by the Borrowers; (lc) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 9.1(i) and notwithstanding the Holderlack of any declaration by the Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; and (Dd) the acceleration Agent shall, upon being directed to do so by the Majority Lenders, demand immediate delivery of cash collateral, and the Borrowers agree to deliver such cash collateral upon demand, in an amount equal to 105% of the maturity maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, for deposit into an account controlled by the Senior IndebtednessAgent; provided(e) the Agent may, howeverand shall, upon being directed to do so by the Majority Lenders, notify the Borrowers or any applicable Loan Party that if, interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then applicable Base Rate plus two percent (B) 2%); and (Df) abovethe Agent may, such proceeding and shall, upon being directed to do so by the Majority Lenders or accelerationthe Lenders, respectivelyas applicable (subject to the terms hereof), is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waivedexercise any remedy permitted by this Agreement, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure other Loan Documents or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takelaw.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default has occurred and is continuing hereunder: (a) with the consent of the Majority Lenders, Administrative Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the Revolving Credit Aggregate CommitmentCommitments terminated; (b) with the consent of the Majority Lenders, Administrative Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes (but excepting Indebtedness under this NoteLender Hedging Obligations and Lender Product Obligations), includingimmediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by Borrower; (lc) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 9.1(j) and notwithstanding the Holderlack of any declaration by Administrative Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness (excepting Indebtedness under Lender Hedging Obligations and Lender Product Obligations) shall become automatically and immediately due and payable, and the Revolving Credit Aggregate CommitmentCommitments shall be automatically and immediately terminated; and (Dd) Administrative Agent may, and shall, upon being directed to do so by the acceleration Majority Lenders, demand immediate delivery of cash collateral, and ▇▇▇▇▇▇▇▇ agrees to deliver such cash collateral upon demand, in an amount equal to 100% of the maturity maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, for deposit into an account controlled by Administrative Agent; (e) Administrative Agent may, and shall, upon being directed to do so by the Senior Indebtedness; providedMajority Lenders, however, notify Borrower or any Credit Party that if, interest shall be payable on demand on all Indebtedness (other than (1) Revolving Credit Advances with respect to (B) which Section 2.6 shall govern and (D2) aboveLender Hedging Obligations and Lender Product Obligations) owing from time to time to Administrative Agent or any Lender, such proceeding at a per annum rate equal to the then applicable Alternate Base Rate plus 2%; and (f) Administrative Agent may, and shall, upon being directed to do so by the Majority Lenders or accelerationLenders, respectivelyas applicable (subject to the terms hereof), is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waivedexercise any remedy permitted by this Agreement, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure other Loan Documents or waiver, as applicablelaw. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to take.MRC Energy Company Credit Agreement 113

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Notea) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (i) the Agent may, includingand shall, upon being directed to do so by the Majority Banks, declare the Commitment terminated; (ii) the Agent may, and shall, upon being directed to do so by the Majority Banks, declare the entire unpaid principal Obligations, including the Notes, immediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by Company; (liii) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on upon the occurrence of a Bankruptcy any Event prior to of Default specified in Section 9.1(j) and notwithstanding the earlier of: lack of any declaration by Agent under preceding clauses (Ai) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3ii) of this Section 4(e9.2, the entire unpaid principal Obligations shall become automatically and immediately due and payable, and the Commitment shall be automatically and immediately terminated; (iv) the Agent shall, upon being directed to do so by the Majority Banks, demand immediate delivery of cash collateral, and Company and each Account Party agrees to deliver such cash collateral upon demand, in an amount equal to the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit; and (v) the Agent may, and shall, if directed to do so by the Majority Banks or the Banks, as applicable (subject to the terms hereof)) in connection with , exercise any remedy permitted by this Agreement, the other Loan Documents or premised upon the occurrence of a Bankruptcy Event;law. (Cb) Notwithstanding the expiration provisions of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such Event of Default from the Holder; and (D) the acceleration of the maturity of the Senior Indebtedness; provided, however, that if, with respect to (B) and (DSection 9.2(a) above, such proceeding or accelerationin no event shall the Agent foreclose (i) any mortgage lien the Agent may have on the real property commonly known as ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, respectively▇▇▇▇▇▇▇, is rescinded, or with respect to ▇▇▇▇▇▇▇▇ (Cthe “Michigan Real Estate”) above, during such 180-day period such Event without the consent of Default has been cured or waived, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as all of the date of the rescissionBanks (which consent shall not be unreasonably withheld, cure delayed or waiver, as applicable. In all events, unless an event described in clause (Aconditioned by any Bank), (Bii) any security interest the Agent may have in any equity interest in any entity that owns all or any part of the Michigan Real Estate or (Diii) above has occurred and exercise any right or remedy that would result in the Agent purchasing or otherwise acquiring any direct ownership (in whole or in part) in the Michigan Real Estate or an entity which owns the Michigan Real Estate (in whole or in part) without the consent of all of the Banks (which consent shall not been rescindedbe unreasonably withheld, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking delayed or conditioned by any action described in this Section 4(eBank), which notice shall describe with specificity the action that the Holder in good faith intends to take.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (a) the Agent may, includingand shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by Borrower; (lc) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 9.1(i) and notwithstanding the Holderlack of any declaration by Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; and (Dd) the acceleration Agent shall, upon being directed to do so by the Majority Revolving Credit Lenders, demand immediate delivery of cash collateral, and Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maturity maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, for deposit into an account controlled by the Senior IndebtednessAgent; provided(e) the Agent may, howeverand shall, upon being directed to do so by the Majority Lenders, notify Borrower or any Credit Party that ifinterest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances, Swing Line Advances, the Term Loan Advances with respect to which Sections 2.6 and 4.6 shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then applicable Base Rate plus two percent (B) 2%); and (Df) abovethe Agent may, such proceeding and shall, upon being directed to do so by the Majority Lenders or accelerationthe Lenders, respectivelyas applicable (subject to the terms hereof), is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waivedexercise any remedy permitted by this Agreement, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure other Loan Documents or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takelaw.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Notea) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (i) the Agent may, includingand shall, upon being directed to do so by the Majority Revolving Credit Banks, declare the Commitment terminated; (ii) the Agent may, and shall, upon being directed to do so by the Majority Banks, declare the entire unpaid principal Obligations, including the Notes, immediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by Company; (liii) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on upon the occurrence of a Bankruptcy any Event prior to of Default specified in Section 9.1(j) and notwithstanding the earlier of: lack of any declaration by Agent under preceding clauses (Ai) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3ii) of this Section 4(e9.2, the entire unpaid principal Obligations shall become automatically and immediately due and payable, and the Commitment shall be automatically and immediately terminated; (iv) the Agent shall, upon being directed to do so by the Majority Revolving Credit Banks, demand immediate delivery of cash collateral, and Company and each Account Party agrees to deliver such cash collateral upon demand, in an amount equal to the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit; and (v) the Agent may, and shall, if directed to do so by the Majority Banks or the Banks, as applicable (subject to the terms hereof)) in connection with , exercise any remedy permitted by this Agreement, the other Loan Documents or premised upon the occurrence of a Bankruptcy Event;law. (Cb) Notwithstanding the expiration provisions of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such Event of Default from the Holder; and (D) the acceleration of the maturity of the Senior Indebtedness; provided, however, that if, with respect to (B) and (DSection 9.2(a) above, such proceeding or accelerationin no event shall the Agent foreclose (i) any mortgage lien the Agent may have on the real property commonly known as ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, respectively▇▇▇▇▇▇▇, is rescinded, or with respect to ▇▇▇▇▇▇▇▇ (Cthe "Michigan Real Estate") above, during such 180-day period such Event without the consent of Default has been cured or waived, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as all of the date of the rescissionBanks (which consent shall not be unreasonably withheld, cure delayed or waiver, as applicable. In all events, unless an event described in clause (Aconditioned by any Bank), (Bii) any security interest the Agent may have in any equity interest in any entity that owns all or any part of the Michigan Real Estate or (Diii) above has occurred and exercise any right or remedy that would result in the Agent purchasing or otherwise acquiring any direct ownership (in whole or in part) in the Michigan Real Estate or an entity which owns the Michigan Real Estate (in whole or in part) without the consent of all of the Banks (which consent shall not been rescindedbe unreasonably withheld, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking delayed or conditioned by any action described in this Section 4(eBank), which notice shall describe with specificity the action that the Holder in good faith intends to take.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (a) the Agent may, includingand shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by the Borrower; (lc) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 9.1(i) and notwithstanding the Holderlack of any declaration by Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; and (Dd) the acceleration Agent shall, upon being directed to do so by the Majority Revolving Credit Lenders, demand immediate delivery of cash collateral, and each Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maturity maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, for deposit into an account controlled by the Senior IndebtednessAgent; provided(e) the Agent may, howeverand shall, upon being directed to do so by the Majority Lenders, notify Borrower or any Credit Party that ifinterest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances, Swing Line Advances and Term Loan Advances with respect to which Sections 2.6 and 4.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then applicable Prime-based Rate plus two percent (B) 2%); and (Df) abovethe Agent may, such proceeding and shall, upon being directed to do so by the Majority Lenders or accelerationthe Lenders, respectivelyas applicable (subject to the terms hereof), is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waivedexercise any remedy permitted by this Agreement, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure other Loan Documents or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takelaw.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Noteexists with respect to the Seller, includingthe Administrative Agent may, without limitationor at the direction of the Majority Buyers shall, any action exercise the following rights and remedies for the benefit of the Buyers: (la) By written notice (which may be electronic) to demand or ▇▇▇ for collection of amounts payable hereunderthe Seller (which option shall be deemed to have been exercised, (2) to accelerate the principal of this Noteeven if no notice is given, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on immediately upon the occurrence of a Bankruptcy an Event prior of Insolvency of the Seller), the Repurchase Date for each Transaction hereunder, if it has not already occurred, shall be deemed immediately to occur. (b) If the Administrative Agent exercises or is deemed to have exercised the option referred to in subsection (a) of this Section, (i) the Seller’s obligations in such Transactions to repurchase all Purchased Mortgage Loans, at the Repurchase Price therefor on the Repurchase Date determined in accordance with subsection (a) of this Section, shall thereupon become immediately due and payable, and all Income paid after such exercise or deemed exercise shall be retained by the Administrative Agent and applied to the earlier of: (A) aggregate unpaid Repurchase Price and any other amounts owed by the payment in full in cash or other immediately available funds of all Senior IndebtednessSeller hereunder; (Bii) to the extent permitted by applicable law, the Repurchase Price with respect to each such Transaction shall be increased by the aggregate amount accrued by daily application of, on a 360-day per year basis for the actual number of days during the period from and including the date of the exercise or deemed exercise of such option to but excluding the date of payment of the Repurchase Price as so increased, (x) the initiation Post-Default Rate to (y) the Repurchase Price for such Transaction as of a proceeding the Repurchase Date as determined pursuant to subsection (other than a proceeding prohibited by clause (3a) of this Section 4(e)(decreased as of any day by (i) any amounts actually in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice possession of the occurrence Administrative Agent for the benefit of such Event of Default the Buyers pursuant to Section 14.2, and (ii) any proceeds from the Holdersale of Purchased Mortgage Loans applied to the Repurchase Price pursuant to Section 14.3; and (Diii) all Income actually received by the acceleration Administrative Agent for the benefit of the maturity of Buyers pursuant to Section 5 (excluding any Late Payment Fees paid pursuant to Section 5.1) shall be applied to the Senior Indebtedness; provided, however, that if, with respect aggregate unpaid Repurchase Price owed by the Seller. (c) By written notice (which may be electronic) to (B) and (D) above, such proceeding or acceleration, respectively, is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waivedthe Seller, the prohibition against taking the actions described in this section 4(e) Repurchase Price for each Transaction hereunder shall automatically be reinstated as of the date of the rescission, cure or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred deemed to be due and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takepayable on each Repurchase Date therefor.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters Upon the occurrence and continuance of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to an Event of Default under this NoteDefault, including, without limitation, Agent and Requisite Lenders may at the option of Requisite Lenders do any action (l) to demand one or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount more of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence following, all of a Bankruptcy Event prior to the earlier ofwhich are authorized by Borrower: (Ai) Declare the payment in full in cash or other immediately available funds Commitment of all Senior Indebtednesseach Lender, and the Swingline Commitment of Swingline Lender, to make Loans to be terminated, whereupon such Commitments and Swingline Commitment shall forthwith be terminated; (Bii) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with Declare all or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice any of the occurrence Obligations of the Borrower under this Agreement, the Note, the Swingline Note, the other Loan Documents and any other instrument executed by Borrower pursuant to such Loan Documents to be immediately due and payable, and upon such declaration such obligations so declared due and payable shall immediately become due and payable and Requisite Lenders may exercise from time to time any and all rights and remedies available to them under applicable law, provided that if such Event of Default from is under part (h), (i) or (j) of Section 8.1, then the HolderNote and the Swingline Note shall become immediately due and payable forthwith without the requirement of any notice or other action by Lenders. (iii) Without notice to or demand upon Borrower, make such payments and do such acts as Requisite Lenders consider necessary or commercially reasonable to protect their security interest in the Collateral; (iv) Terminate this Agreement as to any future liability or obligation of Requisite Lenders', but without affecting their rights and security interest in the Collateral; (v) Exercise all of Agent's and Lenders' rights under the Security Agreement; and (Dvi) Exercise in addition to all other rights and remedies granted hereunder, any and all rights and remedies granted under the acceleration of the maturity of the Senior Indebtedness; provided, however, that if, with respect to (B) and (D) above, such proceeding Loan Documents or acceleration, respectively, is rescinded, otherwise available at law or with respect to (C) above, during such 180-day period such Event of Default has been cured or waived, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takeequity.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (a) the Agent may, includingand shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Acquisition Credit Lenders, declare the Acquisition Credit Aggregate Commitment terminated; (c) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by the Borrowers; (ld) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 10.1(i) and notwithstanding the Holderlack of any declaration by Agent under preceding clauses (a), (b) or (c), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Commitments shall be automatically and immediately terminated; and (De) the acceleration Agent shall, upon being directed to do so by the Majority Revolving Credit Lenders, demand immediate delivery of cash collateral, and each Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maturity maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, for deposit into an account controlled by the Senior IndebtednessAgent; provided(f) the Agent may, howeverand shall, upon being directed to do so by the Majority Lenders, notify Borrowers or any Credit Party that ifinterest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances, Swing Line Advances, Term Loan Advances and Acquisition Credit Advances with respect to which Sections 2.6, 4.6 and 5.5 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then applicable Base Rate plus three percent (B) 3%); and (Dg) abovethe Agent may, such proceeding and shall, upon being directed to do so by the Majority Lenders or accelerationthe Lenders, respectivelyas applicable (subject to the terms hereof), is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waivedexercise any remedy permitted by this Agreement, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure other Loan Documents or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takelaw.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (a) the Agent may, includingand shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by the Borrowers; (lc) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 9.1(i) and notwithstanding the Holderlack of any declaration by Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; and (Dd) the acceleration Agent shall, upon being directed to do so by the Majority Revolving Credit Lenders, demand immediate delivery of cash collateral, and each Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 110% of the maturity maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, for deposit into an account controlled by the Senior IndebtednessAgent; provided(e) the Agent may, howeverand shall, upon being directed to do so by the Majority Lenders, notify Borrowers or any Credit Party that if, interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances with respect to which Sections 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then applicable Base Rate plus two percent (B) 2%); and (Df) abovethe Agent may, such proceeding and shall, upon being directed to do so by the Majority Lenders or accelerationthe Lenders, respectivelyas applicable (subject to the terms hereof), is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waivedexercise any remedy permitted by this Agreement, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure other Loan Documents or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takelaw.

Exercise of Remedies. 12 - (a) So long as the Discharge of Senior Priority Obligations has not occurred, whether or not any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend Insolvency or Liquidation Proceeding has been commenced by or against the Company or any lender guarantees)other Grantor, Holder neither the Second Priority Representative nor any other Second Priority Debt Party will (solely i) take any Enforcement Action; provided, the Second Priority Representative may take any Enforcement Action after a period (such period, as the same may be extended pursuant to the following proviso, the “Standstill Period”) of 90 consecutive days has elapsed from the date of delivery of written notice from the Second Priority Representative to the Senior Representative stating that (A) an Event of Default has occurred and is continuing under the Second Priority Debt Documents, (B) the Second Priority Debt Obligations are currently due and payable in its capacity full (whether as a holder result of this Noteacceleration thereof or otherwise) in accordance with the terms of the Second Priority Debt Documents, and (C) the Second Priority Representative intends to exercise its rights to take such Enforcement Action (provided that, if on the expiration of such 90 consecutive day period, the Senior Representative or Senior Secured Parties are then diligently pursuing an Enforcement Action with respect to all or substantially all of the Collateral, the Standstill Period shall be extended to the date on which no Senior Secured Party shall be diligently pursuing an Enforcement Action with respect to all or substantially all of the Collateral; provided, further, that, to the extent permitted to do so under applicable law, the Senior Representative shall give prompt notice of such Enforcement Action to the Second Priority Debt Representative and shall keep the Second Priority Debt Representative reasonably apprised of such Enforcement Action); (ii) contest, protest or object to any Enforcement Action brought with respect to the Collateral by the Senior Representative or any other Senior Secured Party except to the extent any such Enforcement Action is not taken in accordance with applicable law; or (iii) object to the forbearance by the Senior Secured Parties from bringing or pursuing any Enforcement Action during the Standstill Period or any other exercise of any rights or remedies relating to the Collateral in respect of Senior Obligations. (b) Until the earlier of the Discharge of Senior Priority Obligations has occurred and the expiration of the Standstill Period, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, subject to Section 3.01(a)(i) and Section 3.01(c), the Senior Representative and the other Senior Secured Parties shall have the exclusive right to commence and maintain an Enforcement Action; provided, that any proceeds received by the Senior Representative in excess of those necessary to achieve a Discharge of Senior Priority Obligations are distributed to Second Priority Representative on behalf of the Second Priority Debt Parties or otherwise in accordance with the UCC and other applicable law, subject to the relative priorities described herein; provided further, that the Lien securing the Second Priority Debt Obligations shall remain on the proceeds of such Collateral released or disposed of subject to the relative priorities described in Section 2.01. In commencing or maintaining any Enforcement Action, the Senior Representative and the other Senior Secured Parties may enforce the provisions of the Senior Debt Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion in compliance with any applicable law and without consultation with the Second Priority Representative or any other Second Priority Debt Party. Such exercise and enforcement shall include the rights of an agent appointed by the Senior Representative or any other Senior Secured Party to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (c) Notwithstanding anything to the contrary contained herein, the Second Priority Debt Parties may at any time exercise Permitted Remedies. (d) Without limiting Section 3.01(c) and unless and until the Discharge of Senior Priority Obligations has occurred, (i) the Second Priority Representative, for itself and on behalf of each other Second Priority Debt Party, agrees that neither such Second Priority Representative nor any such other Second Priority Debt Party will take any action that would hinder any exercise of remedies undertaken by the Senior Representative or any Senior Secured Party with respect to an Event the Collateral under the Senior Debt Documents, including any sale, lease, exchange, transfer or other disposition of Default under this Notethe Collateral, includingwhether by foreclosure or otherwise, without limitationand (ii) the Second Priority Representative, for itself and on behalf of each other Second Priority Debt Party, hereby waives any and all rights it or any such Second Priority Debt Party may have as a junior lien creditor or otherwise to object to the manner in which the Senior Representative or the Senior Secured Parties seek to enforce or collect the Senior Obligations or the Liens granted on any of the Collateral, regardless of whether any action (l) or failure to demand act by or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount on behalf of the Senior Indebtedness) in commencing Representative or any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior other Senior Secured Party is adverse to the earlier of:interests of the Second Priority Debt Parties. (Ae) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised If, upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by Standstill Period, (as it may be extended pursuant to Section 3.01(a)(i) above), in the Senior Agent of notice of event that and for so long as the occurrence of such Event of Default from the Holder; and (D) the acceleration of the maturity Second Priority Representative or any other Second Priority Debt Party has commenced any Enforcement Action, none of the Senior IndebtednessRepresentative or any other Senior Secured Party shall take any action to hinder, delay or limit the exercise by the Second Priority Representative or any other Second Priority Debt Party of any Enforcement Action and whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, the Second Priority Representative and the other Second Priority Debt Parties shall have the exclusive right to commence and maintain an Enforcement Action or otherwise enforce, collect or realize on the Collateral; provided, however, that if, with respect to (B) and (D) above, such proceeding or acceleration, respectively, is rescinded, or with respect the extent permitted to (C) above, during such 180-day period such Event of Default has been cured or waiveddo so under applicable law, the prohibition against taking the actions described in this section 4(e) Second Priority Representative shall automatically be reinstated as give prompt notice of the date commencement of the rescission, cure or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice any such Enforcement Action to the Senior Agent before taking Representative and shall keep Senior Representative reasonably apprised of such enforcement action. (f) Section 3.01 hereof shall not be construed to in any action described way limit or impair the right of (i) any Senior Secured Party or any Second Priority Debt Party to bid for or purchase Collateral at any private, public or judicial foreclosure upon such Collateral initiated by any of them, (ii) any Second Priority Debt Party to receive any remaining proceeds of Collateral after the Discharge of Senior Priority Obligations, and (iii) any Senior Secured Party to receive any remaining proceeds of the Collateral in this Section 4(e), which notice shall describe with specificity respect of the action that Excess Senior Obligations after the Holder in good faith intends to takeDischarge of Second Priority Debt Obligations.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default has occurred and is continuing hereunder: (a) with the consent of the Majority Lenders, Administrative Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the Commitments terminated; (b) with the consent of the Majority Lenders, Administrative Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes (but excepting Indebtedness under this NoteLender Hedging Obligations and Lender Product Obligations), includingimmediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by Borrower; (lc) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 9.1(j) and notwithstanding the Holderlack of any declaration by Administrative Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness (excepting Indebtedness under Lender Hedging Obligations and Lender Product Obligations) shall become automatically and immediately due and payable, and the Commitments shall be automatically and immediately terminated; and (Dd) Administrative Agent may, and shall, upon being directed to do so by the acceleration Majority Lenders, demand immediate delivery of cash collateral, and Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 100% of the maturity maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, for deposit into an account controlled by Administrative Agent; (e) Administrative Agent may, and shall, upon being directed to do so by the Senior Indebtedness; providedMajority Lenders, however, notify Borrower or any Credit Party that if, interest shall be payable on demand on all Indebtedness (other than (1) Advances with respect to (B) which Section 2.6 shall govern and (D2) aboveLender Hedging Obligations and Lender Product Obligations) owing from time to time to Administrative Agent or any Lender, such proceeding at a per annum rate equal to the then applicable Alternate Base Rate plus 2%; and (f) Administrative Agent may, and shall, upon being directed to do so by the Majority Lenders or accelerationLenders, respectivelyas applicable (subject to the terms hereof), is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waivedexercise any remedy permitted by this Agreement, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure other Loan Documents or waiver, as applicablelaw. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to take.MRC Energy Company Credit Agreement 111

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Notea) shall not exercise any rights or remedies with respect to If an Event of Default shall occur and be continuing, then, (i) the Arranger, by notice to the Borrower and the Other Arrangers, may declare its obligation to make Loans to be terminated, whereupon the same shall forthwith terminate, and (ii) the Arranger, by notice to the Borrower and the Other Arrangers, may declare all of the Notes, all interest thereon and all other amounts payable under this NoteContract to be forthwith due and payable, includingwhereupon all of the Notes, all such interest and all such amounts shall become and be forthwith due and payable, without limitationpresentment, demand, protest or further notice of any action (l) to demand or ▇▇▇ for collection kind, all of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt which are hereby expressly waived by the Senior Agent of notice of the occurrence of such Event of Default from the Holder; and (D) the acceleration of the maturity of the Senior IndebtednessCompany; provided, however, that if, with respect to (B) and (D) above, such proceeding or acceleration, respectively, is rescinded, or with respect to (C) above, during such 180-day period such if an Event of Default has been cured or waived, of the prohibition against taking the actions kind described in this section 4(eSection 6.1 (d) shall occur, (i) the obligation of the Arranger to make Loans shall automatically be reinstated as terminated and (ii) all of the date Notes, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Company. (b) In case one or more of the rescissionEvents of Default shall have occurred and shall be continuing, cure then the Arranger may also exercise all rights and remedies which it may have under any of the Financing Documents as provided therein, in addition to all other rights and remedies available to the Arranger at law or waiverin equity. The Arranger shall be also entitled to proceed forthwith to protect and enforce its rights under this Contract by a suit or suits in equity or at law, either for the specific performance of any covenant or agreement contained herein, or in aid of the execution of any power herein granted, either for interest or for principal, or for both, or for the enforcement of any other appropriate legal or equitable remedy, as applicable. In all eventsthe Arranger, unless an event described being advised by counsel, shall deem most effectual in clause (A), (B) support of any of its rights or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takeduties hereunder.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Note(taking into account applicable periods of notice and cure set forth in Section 9.1) has occurred and is continuing hereunder: (a) the Agent may, includingand shall, upon being directed to do so by the Majority Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by the Borrower; (lc) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 9.1(i) and notwithstanding the Holderlack of any declaration by Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; and (Dd) the acceleration Agent shall, upon being directed to do so by the Majority Lenders, demand immediate delivery of cash collateral, and each Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maturity maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, for deposit into an account controlled by the Senior IndebtednessAgent; provided(e) the Agent may, howeverand shall, upon being directed to do so by the Majority Lenders, notify Borrower, Intcomex or Borrower or any Subsidiary that if, interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest Rate plus two percent (B) 2%); and (Df) abovethe Agent may, such proceeding and shall, upon being directed to do so by the Majority Lenders or accelerationthe Lenders, respectivelyas applicable (subject to the terms hereof), is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waivedexercise any remedy permitted by this Agreement, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure other Loan Documents or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takelaw.

Exercise of Remedies. So long as If an Event of Default has occurred and is continuing hereunder: (a) the Collateral Agent, shall, upon being directed to do so in writing by the 66 2/3% in Interest Purchasers, declare the entire unpaid Note Indebtedness, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the Company; (b) upon the occurrence of any Senior Indebtedness is outstanding (including any loans, any letters Event of credit, any commitments to lend or any lender guaranteesDefault specified in Section 6.1(k), Holder above, and notwithstanding the lack of any declaration by the Collateral Agent under preceding clause, the entire unpaid Note Indebtedness, shall become automatically and immediately due and payable; (solely c) the Collateral Agent shall, upon being directed to do so in its capacity as a holder writing by the 66 2/3% in Interest Purchasers, demand immediate delivery of this Notecash collateral, and the Company agrees to deliver such cash collateral upon demand, in an amount equal to the Note Indebtedness due and payable; (d) shall not the Collateral Agent shall, if directed to do so by the 66 2/3% in Interest Purchasers (subject to the terms hereof), exercise any remedy permitted by this Agreement, or the Transaction Documents or at law or in equity; and (e) during the continuance of any default described in Sections 6.1(a) or (b) and subject to the terms of Section 2.1(d) of the Stockholders’ Agreement, the 66 2/3% in Interest Purchasers shall have the rights or remedies with respect to set forth in Section 2.1(d) of the Stockholders’ Agreement. If an Event of Default under this NoteSection 6.1(o) shall have occurred, includingthe Company shall promptly issue to the Purchasers warrants to purchase $3,500,000 of Common Stock (the “Additional Warrants”). The Additional Warrants shall be issued to each Purchaser pro rata in such Purchaser’s Pro Rata Share. The Additional Warrants shall be in substantially the form of the Warrants, without limitationexcept that the exercise price of the Warrants shall be the Conversion Price. Notwithstanding anything to the contrary herein, any action (l) if Stockholder Approval occurs following an Event of Default, the Notes shall still convert automatically into shares of Series B Preferred Stock pursuant to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal terms of this Note, or (3) to commence or join with any other creditor (other than Agreement and the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such Event of Default from the Holder; and (D) the acceleration of the maturity of the Senior Indebtedness; provided, however, that if, with respect to (B) and (D) above, such proceeding or acceleration, respectively, is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waived, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takeNotes.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loansa) Upon the occurrence and during the continuance of an Event of Default, any letters and subject to the provisions of creditSection 11.13(b) hereof, any commitments the Revolving Lender shall have the right to lend or any lender guarantees), Holder (solely in deliver a written demand upon the Administrative Agent to accelerate the maturity of the Obligations and/or commence and diligently pursue the exercise of its capacity as a holder of this Note) shall not exercise any enforcement rights or remedies with respect against, and take action to enforce its Liens on, the Collateral (a “Revolver Enforcement Notice”). Commencing (i) in the case of a Revolver Enforcement Notice relating to an Event of Default arising under this NoteSection 9.01(a) hereof, 30 days after the Administrative Agent’s receipt of such Revolver Enforcement Notice, and (ii) in the case of any other Event of Default, 90 days after the Administrative Agent’s receipt of such Revolver Enforcement Notice, in each case to the extent the Event of Default giving rise to the Revolver Enforcement Notice has not otherwise been waived in writing or cured, the Administrative Agent shall (and is hereby authorized by the parties hereto) accelerate the maturity of the Obligations and commence and diligently pursue in good faith the exercise of its enforcement rights or remedies against, and take action to enforce its Liens on, the Collateral in accordance with the terms of the Loan Documents, so long as the Administrative Agent is permitted to exercise such rights and remedies by the terms of the Loan Documents (excluding any restriction on implementing such rights or remedies based upon authorization by Required Lenders or any other vote of the Lenders, but otherwise subject to all consent rights or requirements in favor of the Lenders or the Required Lenders) and/or under applicable law (including, without limitation, any action (l) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount all of the Senior Indebtedness) following: solicitation of bids from third parties to conduct the liquidation of all or a material portion of Collateral; engagement or retention of sales brokers, marketing agents, investment bankers, accountants, appraisers, auctioneers or other third parties for the purposes of valuing, marketing, promoting, and selling a material portion of the Collateral; opposition of the use of cash collateral or sale of assets in commencing an Insolvency Proceeding; the commencement of any proceeding in connection with action to foreclose on its Lien on all or premised on any material portion of the occurrence Collateral; notification of a Bankruptcy Event prior account debtors to make payments to the earlier of: (A) the payment in full in cash Administrative Agent or other immediately available funds its agents; any action to take possession of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice any material portion of the occurrence Collateral; or commencement of such Event of Default from the Holder; and (D) the acceleration of the maturity of the Senior Indebtedness; provided, however, that if, with respect to (B) and (D) above, such proceeding any legal proceedings or acceleration, respectively, is rescinded, actions against or with respect to all or any material portion of the Collateral), provided that (Ci) above, during such 180-day period such Event of Default has not been cured waived or waivedcured, (ii) in the good faith determination of the Administrative Agent, taking such action is permitted under the terms of the Loan Documents and applicable law, (iii) taking such action will not result in any liability of the Administrative Agent or the Lenders to the Borrowers or any other Person, and (iv) the Administrative Agent shall be entitled to all of the benefits of the Credit Agreement in connection with taking such enforcement action. (b) Upon the occurrence and during the continuance of an Event of Default, the prohibition against taking Term Loan Lenders, to the actions described in this section 4(e) extent they do not at such time constitute Required Lenders hereunder, shall automatically be reinstated as have the right to deliver a written demand upon the Administrative Agent to accelerate the maturity of the date Obligations and/or commence and diligently pursue the exercise of its enforcement rights or remedies against, and take action to enforce its Liens on, the Collateral (a “Term Loan Enforcement Notice”). Commencing (i) in the case of a Revolver Enforcement Notice relating to an Event of Default arising under Section 9.01(a) hereof, 45 days after the Administrative Agent’s receipt of such Term Loan Enforcement Notice, and (ii) in the case of any other Event of Default, 90 days after the Administrative Agent’s receipt of such Term Loan Enforcement Notice, in each case to the extent the Event of Default giving rise to the Term Loan Enforcement Notice has not otherwise been waived in writing or cured, the Administrative Agent shall (and is hereby authorized by the parties hereto) accelerate the maturity of the rescission, cure or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred Obligations and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder commence and diligently pursue in good faith intends the exercise of its enforcement rights or remedies against, and take action to takeenforce its Liens on, the Collateral at the direction of the Required Lenders, so long as the Administrative Agent is permitted to exercise such rights and remedies by the terms of the Loan Documents (excluding any restriction to implementing such rights and remedies based upon authorization by Required Lenders or any other vote of the Lenders, but otherwise subject to all consent rights or requirements in favor of the Lenders or the Required Lenders) and/or under applicable law (including, without limitation, any or all of the following: solicitation of bids from third parties to conduct the liquidation of all or a material portion of Collateral; engagement or retention of sales brokers, marketing agents, investment bankers, accountants, appraisers, auctioneers or other third parties for the purposes of valuing, marketing, promoting, and selling a material portion of the Collateral; opposition of the use of cash collateral or sale of assets in an Insolvency Proceeding; the commencement of any action to foreclose on its Lien on all or any material portion of the Collateral; notification of account debtors to make payments to the Administrative Agent or its agents; any action to take possession of all or any material portion of the Collateral; or commencement of any legal proceedings or actions against or with respect to all or any material portion of the Collateral), provided that (i) such Event of Default has not been waived or cured, (ii) in the good faith determination of the Administrative Agent, taking such action is permitted under the terms of the Loan Documents and applicable law, (iii) taking such action will not result in any liability of the Administrative Agent or the Lenders to the Borrowers or any other Person, and (iv) the Administrative Agent shall be entitled to all of the benefits of the Credit Agreement in connection with taking such enforcement action.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (a) the Agent may, includingand shall, upon being directed to do so by the Majority Banks, declare the Commitments terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Banks, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by Borrowers; (lc) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in subsection 10.1(k), above, and notwithstanding the Holderlack of any declaration by Agent under preceding clause (b), the entire unpaid principal Indebtedness, including the Notes, shall become automatically and immediately due and payable, and the Commitments shall be automatically and immediately terminated; and (Dd) the acceleration Agent shall, upon being directed to do so by the Majority Banks, demand immediate delivery of cash collateral, and Borrowers and each Account Party agrees to deliver such cash collateral upon demand, in an amount equal to the maturity maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, and (e) the Senior IndebtednessAgent may, and shall, if directed to do so by the Majority Banks or the Banks, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law; provided, however, that ifAgent shall not be entitled to foreclose its security interest in the, or otherwise cause a sale of the, stock pledged under the Pledge Agreement or exercise any voting rights with respect to such stock until more than ninety (B90) and (D) above, such proceeding days have elapsed since the acceleration or acceleration, respectively, is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waived, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as maturity of the date of the rescission, cure or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takeIndebtedness.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (a) the Agent may, includingand shall, upon being directed to do so by the Majority Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by the Borrower; (lc) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 9.1(i) and notwithstanding the Holderlack of any declaration by Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; and (Dd) the acceleration Agent shall, upon being directed to do so by the Majority Lenders, demand immediate delivery of cash collateral, and each Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maturity maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit; (e) the Senior Indebtedness; providedAgent may, howeverand shall, upon being directed to do so by the Majority Lenders, notify Borrower or any Borrower that ifinterest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances, with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then applicable Prime-based Rate plus two percent (B) 2%); and (Df) abovethe Agent may, such proceeding and shall, upon being directed to do so by the Majority Lenders or accelerationthe Lenders, respectivelyas applicable (subject to the terms hereof), is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waivedexercise any remedy permitted by this Agreement, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure other Loan Documents or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takelaw.