Common use of Remedies Upon Event of Default Clause in Contracts

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Agent may, or, at the request of the Required Lenders shall, take any or all of the following actions: (a) declare the Commitments of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations under any Swap Contract) to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; (c) require that the Loan Parties Cash Collateralize the L/C Obligations; and (d) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon the occurrence of any Event of Default with respect to any Loan Party or any Subsidiary thereof under Section 8.01(f), the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, or, at the request of the Required Lenders shall, take any or all of the following actions: (a) declare the Commitments of each Lender to make Loans and any obligation of the each L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; (c) require that the Loan Parties Cash Collateralize the L/C Obligations; and (d) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon the occurrence entry of any Event of Default an order for relief (or similar order) with respect to any Loan Party or any Restricted Subsidiary thereof under Section 8.01(f)any Debtor Relief Laws, the obligation of each Lender to make Loans and any obligation of the each L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, or, at the request of the Required Lenders shall, take any or all of the following actions: (a) declare the Commitments of each Lender to make Loans and any obligation of the L/C LC Issuer to make L/C LC Credit Extensions to be terminated, whereupon such Commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; (c) require that the Loan Parties Cash Collateralize the L/C ObligationsLC Obligations (in an amount equal to 105% of the then Outstanding Amount thereof); and (d) whether or not the maturity of any of the Secured Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Secured Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon the occurrence of any Event of Default with respect to any Loan Party or any Subsidiary thereof under Section 8.01(f) or Section 8.1(g), the obligation of each Lender to make Loans and any obligation of the L/C LC Issuer to make L/C LC Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C LC Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If (a) Subject to the terms and conditions of the Final DIP Order prior to the Conversion Date, if any Event of Default occurs and is continuing, the Administrative Agent may, orand shall, at the request of the Required Lenders shallLenders, take any or all of the following actions:actions (and if a Revolver Event of Default occurs and is continuing, the Revolver Agent may, and shall, at the request of the Required Revolving Credit Lenders, and in such case only with respect to the Revolving Credit Commitments, Revolving Credit Loans, L/C Obligations, any Letters of Credit and L/C Credit Extensions): (ai) declare the Commitments commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments commitments and obligation shall be terminated; (bii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan PartiesBorrower; (ciii) require that the Loan Parties Borrower Cash Collateralize Collateralizes the L/C ObligationsObligations (in an amount equal to the then Outstanding Amount thereof); and (div) whether or not exercise on behalf of itself and the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise Lenders all rights and remedies of available to it and the Credit Parties Lenders under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, provided that (i) upon the occurrence of any an Event of Default with respect to any Loan Party or any Subsidiary thereof under Section 8.01(f), the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent, Revolver Agent or any Lender. No remedy herein is intended Lender and (ii) prior to be exclusive the Conversion Date, with respect to enforcement of Liens or other remedies with respect to the Collateral of the Debtors, the Administrative Agent shall provide the Borrower at least five (5) Business Days’ prior written notice to the taking of such action; provided further that during such period, any other remedy and each and every remedy party in interest shall be cumulative and entitled to seek an emergency hearing with the Bankruptcy Court, for the sole purpose of contesting whether an Event of Default has occurred and/or is continuing. Notwithstanding anything to the contrary herein, the Designated Entities shall not be included in addition determining whether an Event of Default under clause (e), (f), (g) or (h) of Section 8.01 has occurred or is continuing to every other remedy given hereunder or now or hereafter existing at law the extent related to, arising from, or in equity or by statute or any other provision of Law. Each of connection with the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the CollateralStaggered Emergence.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Agent may, ormay and, at the request of the Required Lenders shallLenders, shall take any or all of the following actions:actions (it being understood that during any period during which an Event of Default under Section 6.10 or Section 6.11 exists solely with respect to the Revolving Facilities, the Agent may and at the request of the Required Revolving Lenders, shall take any of the actions described below solely as they relate to the Revolving Facilities): (a) declare the Commitments commitment of each Lender to make Loans and any obligation of the L/C Issuer Issuing Bank or LC Facility Issuing Bank to make L/C issue, amend or renew Letters of Credit Extensions to be terminated, whereupon such Commitments commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties;Borrowers and require all outstanding Letters of Credit to be cash collateralized in accordance with Section 2.04(j); and (c) require that exercise on behalf of itself, the Loan Parties Cash Collateralize Issuing Bank, the L/C Obligations; and (d) whether or not LC Facility Issuing Bank and the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise Lenders all rights and remedies of available to it, the Credit Parties Issuing Bank, the LC Facility Issuing Bank and the Lenders under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Partieslaw; provided, however, provided that upon the occurrence of any Event an actual or deemed entry of Default an order for relief with respect to any Loan Party or any Subsidiary thereof the U.S. Borrower under Section 8.01(f)the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer Issuing Bank or LC Facility Issuing Bank to make L/C issue, amend or renew Letters of Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Agent Agent, the Issuing Bank, the LC Facility Issuing Bank or any Lender. No remedy herein is intended to be exclusive of In connection with any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each acceleration of the Lenders agrees that it shall notObligations as contemplated above, unless specifically requested to do so in writing the Designated Obligations shall, automatically and with no further action required by the Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien onLender, or otherwise enforce any security interest inbe converted into the Dollar Equivalent, or other rights to, any determined as of the Collateraldate of such acceleration (or, in the case of any LC Disbursements following the date of such acceleration, as of the date of drawing under the applicable Letter of Credit) and from and after such date all amounts accruing and owed to the Lenders in respect of such Designated Obligations shall accrue and be payable in Dollars at the rate otherwise applicable hereunder.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, or, at the request of the Required Lenders shall, take any or all of the following actions: (a) declare the Commitments of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; (c) require that the Loan Parties Cash Collateralize the L/C Obligations; and (d) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon the occurrence entry of any Event of Default an order for relief with respect to any Loan Party or any Subsidiary thereof under Section 8.01(f)the Bankruptcy Code of the United States of America, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any Event of Default (other than an event with respect to Borrower described in Section 8.01(g) or (h)) occurs and is continuing, the Administrative Agent may, ormay and, at the request of the Required Lenders Lenders, shall, by notice to Borrower, take any or all of the following actions: , at the same or different times: (a) declare terminate forthwith the Commitments of each Lender to make Loans and any Commitments, (b) terminate forthwith the obligation of the L/C Issuer Issuing Banks to make L/C LC Credit Extensions to be terminatedExtensions, whereupon such Commitments and obligation shall be terminated; (bc) declare the Loans and LC Obligations then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans and LC Obligations so declared to be due and payable, together with accrued interest thereon and any unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, Fees and all other Obligations (other than Obligations accrued hereunder and under any Swap Contract) to be immediately other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrower and the Subsidiary Guarantors, anything contained herein or in any other Loan Parties; Document to the contrary notwithstanding, (cd) require that the Loan Parties Borrower Cash Collateralize the L/C Obligations; and LC Obligations (din an amount equal to the Minimum Collateral Amount with respect thereto), and (e) whether or not exercise on behalf of itself, the maturity of Lenders and the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise Issuing Banks all rights and remedies of available to it, the Credit Parties Lenders and the Issuing Banks under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement equity; and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon the occurrence of any an Event of Default with respect to any Loan Party Borrower described in Section 8.01(g) or any Subsidiary thereof under Section 8.01(f)(h) occurs, (i) the Commitments shall automatically terminate, (ii) the obligation of each Lender the Issuing Banks to make Loans and any obligation of the L/C Issuer to make L/C LC Credit Extensions shall automatically terminate, (iii) the unpaid principal amount of all outstanding the Loans and LC Obligations then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all interest other Obligations accrued hereunder and under any other amounts as aforesaid Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Borrower and the Subsidiary Guarantors, anything contained herein or in any other Loan Document to the contrary notwithstanding, and (iv) the obligation of the Loan Parties Borrower to Cash Collateralize the L/C LC Obligations as aforesaid shall automatically become effective, in each case without further act of the Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any Event of Default occurs and is continuingcontinuing (including any Event of Default arising by virtue of the termination and declaration contemplated by the proviso to Section 8.01(b)), the Administrative Agent may, orshall, at the request of of, or may, with the consent of, the Required Lenders shall(or other groups of directing Lenders as provided in the Agreement Among Lender), take any or all of the following actions: (a) declare the Commitments commitment (including, for the avoidance of doubt, Delayed Draw Commitment) of each Lender to make Loans and any obligation of the L/C Issuer Issuers to make L/C Credit Extensions to be terminated, whereupon such Commitments commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereonthereon (including, without limitation, any Make-Whole Amount or prepayment premium), and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan PartiesBorrower; (c) require that the Loan Parties Borrower Cash Collateralize the L/C ObligationsObligations (in an amount equal to the then Outstanding Amount thereof); and (d) whether or not exercise on behalf of itself and the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise Lenders all rights and remedies available to it and the Lenders under the Loan Documents, under any document evidencing Indebtedness in respect of which the Credit Parties Facilities have been designated as “Designated Senior Debt” (or any comparable term) and/or under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon the occurrence of any Event an actual or deemed entry of Default an order for relief with respect to the Borrower under any Loan Party or any Subsidiary thereof under Section 8.01(f)Debtor Relief Law, the obligation of each Lender to make Loans and any obligation of the L/C Issuer Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. (a) If any Event of Default occurs and is continuing, (i) with the consent of the Required Lenders, the Administrative Agent may, or, at or upon the request of the Required Lenders Lenders, the Administrative Agent shall, take any or all by notice to the Parent Borrower declare the Revolving Credit Commitments to be terminated forthwith, whereupon the Revolving Credit Commitments shall immediately terminate; and (ii) with the consent of the following actions: (a) Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Parent Borrower, declare the Commitments Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including, without limitation, all amounts of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit Extensions shall have presented the documents required thereunder) to be terminateddue and payable forthwith, whereupon the same shall immediately become due and payable. In the case of all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the Borrowers shall at such Commitments time deposit in a Cash Collateral Account opened by the Administrative Agent an amount equal to the aggregate then undrawn and obligation unexpired face amount of such Letters of Credit. Amounts held in such Cash Collateral account shall be terminated;applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other Obligations of the Borrowers hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrowers hereunder (other than any indemnity obligation for unasserted claims that by its terms survives the termination of this Agreement, any Letter of Credit that has been Cash Collateralized or any obligation under a Specified Swap Contract or Cash Management Services) and under the other Loan Documents shall have been paid in full (other than any indemnity obligation for unasserted claims that by its terms survives the termination of this Agreement, any Letter of Credit that has been Cash Collateralized or any obligation under a Specified Swap Contract or Cash Management Services), the balance, if any, in such Cash Collateral Account shall be returned to the Borrowers (or such other Person as may be lawfully entitled thereto). (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations under any Swap Contract) to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; (c) require that the Loan Parties Cash Collateralize the L/C Obligations; and (d) whether Whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit PartiesAdministrative Agent, the Lenders or their Affiliates; provided, however, that upon the occurrence of any Event an actual or deemed entry of Default an order for relief with respect to any Loan Party or any Subsidiary thereof a Borrower under Section 8.01(f)the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C each Lender’s Revolving Credit Extensions Commitments shall automatically terminate, terminate and the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case payable without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, orshall, at the request of of, or may, with the consent of, the Required Lenders shallLenders, take any or all of the following actions: (a) declare the Commitments commitment of each Lender to make Loans and any obligation of the L/C Issuer Issuers to make L/C Credit Extensions to be terminated, whereupon such Commitments commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Partieseach Borrower; (c) require that the Loan Parties Borrowers Cash Collateralize the L/C ObligationsObligations (in an amount equal to the Minimum Collateral Amount with respect thereto); (d) exercise on behalf of itself, the Lenders and the L/C Issuers all rights and remedies available to it, the Lenders and the L/C Issuers under the Loan Documents; and (de) whether or not direct the maturity Collateral Agent in accordance with the Intercreditor Agreement to exercise on behalf of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise Secured Bank Creditors all rights and remedies of available to the Credit Parties Secured Bank Creditors under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit PartiesSecurity Instruments; provided, however, that upon the occurrence of any Event an actual or deemed entry of Default an order for relief with respect to any Loan Party the Company or any Subsidiary thereof of its Subsidiaries under Section 8.01(f)the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any Upon the occurrence of an Event of Default occurs under Section 8 and is continuingat any time thereafter, the Agent may, or, at the request Trustee may exercise any one or more of the Required Lenders shallfollowing rights and remedies: (a) require the prompt delivery to the Trustee of an assignment of any mortgage or other supporting obligation in a form sufficient for recording of such assignment; (b) notify any account debtor that the Company's right to payment has been assigned or transferred to the Trustee and that all amounts shall be paid directly to the Trustee; (c) exercise and enforce any or all rights and remedies available upon default to a secured party under the Uniform Commercial Code, including but not limited to the right to take possession of any Collateral, proceeding without judicial process (without a prior hearing or notice thereof, which the Company hereby expressly waives), and the right to sell, lease or otherwise dispose of any or all of the following actions: (a) declare Collateral, and in connection therewith, the Commitments of each Lender Trustee may require the Company to make Loans and any obligation of the L/C Issuer Collateral available to make L/C Credit Extensions the Trustee at a place to be terminateddesignated by the Trustee which is reasonably convenient to both parties, whereupon and if notice to the Company of any intended disposition of Collateral or any other intended action is required by law in a particular instance, such Commitments and obligation notice shall be terminated; deemed commercially reasonable if given at least ten (b10) declare calendar days prior to the unpaid principal amount date of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations under any Swap Contract) to be immediately due and payable, without presentment, demand, protest intended disposition or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; (c) require that the Loan Parties Cash Collateralize the L/C Obligationsaction; andor (d) whether exercise or enforce any or all other rights or remedies available to the Trustee by law or agreement against the Collateral, against the Company or against any other person or property. Whether or not an Event of Default has occurred, the maturity Company shall pay when due or reimburse the Trustee on demand for all costs of collection of any of the Obligations shall have been accelerated pursuant heretoand all other out-of-pocket expenses incurred by the Trustee in connection with the creation, proceed to protectperfection, enforce and exercise all rights and remedies satisfaction, protection, defense or enforcement of the Credit Parties under Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement, Security Agreement or any or all of the other Loan Documents or applicable LawObligations, including, including but not limited to: (i) filing fees; (ii) costs of foreclosure; (iii) costs of obtaining money damages; and (iv) reasonable attorney's fees for any purpose relating to the enforcement of this Security Agreement including consultation, drafting documents, sending notices and/or instituting, prosecuting or defending litigation or arbitration. If during a sale of Collateral following an Event of Default, the Trustee sells any of the Collateral upon credit, the Company will be credited only with payments actually made by suit in equitythe purchaser, action at law or other appropriate proceeding, whether received by the Trustee and applied to the indebtedness of such purchaser. In the event the purchaser fails to pay for the specific performance of any covenant or agreement contained in this Agreement Collateral, the Trustee may resell the Collateral and the other Loan Documents or Company shall be credited with the proceeds of the Sale. To the extent permitted under applicable law, the Trustee may disclaim any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof warranty of title or any other legal or equitable right of the Credit Parties; provided, however, that upon the occurrence of any Event of Default warranty with respect to any Loan Party or any Subsidiary thereof under Section 8.01(f), Collateral sold by the obligation Trustee following an Event of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the CollateralDefault.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, orshall, at the request of of, or may, with the consent of, the Required Lenders shall, take any or all of the following actionsLenders: (a) declare the Commitments Revolving Commitment of each Lender to make Revolving Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Revolving Commitments and obligation obligations shall be terminated; (b) declare the unpaid principal amount of all outstanding Revolving Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby expressly waived by the Loan PartiesBorrower; (c) declare that an amount equal to the then Outstanding Amount of all L/C Obligations be immediately due and payable by the Borrower, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby expressly waived by the Borrower, and require that the Loan Parties Borrower deliver such payments to the Administrative Agent to Cash Collateralize the L/C ObligationsObligations (in an amount equal to the then Outstanding Amount thereof); and (d) whether or not exercise on behalf of itself and the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise Lenders all rights and remedies of available to it and the Credit Parties Lenders under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon the occurrence of any Event event specified in subsection (f) of Default with respect to any Loan Party or any Subsidiary thereof under Section 8.01(f)8.01, the obligation of each Lender to make Revolving Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Revolving Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and an amount equal to the obligation then Outstanding Amount of all L/C Obligations shall be deemed to be forthwith due and owing by the Loan Parties Borrower to Cash Collateralize the L/C Obligations Issuer and the Lenders as aforesaid shall automatically become effective, in each case without further act of the Agent or date of such occurrence and the Borrower’s obligation to pay such amounts shall be absolute and unconditional, without regard to whether any Lender. No remedy herein is intended to be exclusive beneficiary of any other remedy and each and every remedy such Letter of Credit has attempted to draw down all or a portion of such amount under the terms of a Letter of Credit and, to the fullest extent permitted by applicable Law, shall not be cumulative and shall subject to any defense or be in addition to every other remedy given hereunder affected by a right of set-off, counterclaim or recoupment which the Borrower may now or hereafter existing at law or in equity or by statute have against any such beneficiary, the L/C Issuer, the Administrative Agent, the Lenders or any other provision of LawPerson for any reason whatsoever. Each of Such payments shall be delivered to and held by the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, Administrative Agent as cash collateral securing the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the CollateralL/C Obligations.

Remedies Upon Event of Default. (1) If any Event of Default occurs and is continuing, the Administrative Agent may, or, and shall at the request of of, the Required Lenders shall, take any or all of the following actions: (a) declare the Commitments of each Lender to make Loans and any the obligation of the L/C Issuer Issuing Bank to make L/C issue Letters of Credit Extensions to be terminated, whereupon such Commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest and premium accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan PartiesBorrower and each Guarantor; (c) require that the Loan Parties Borrower Cash Collateralize the L/C ObligationsLetters of Credit (in an amount equal to 103% of the maximum face amount of all outstanding Letters of Credit); and (d) whether or not exercise on behalf of itself, the maturity of Issuing Bank and the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise Lenders all rights and remedies available to it, the Issuing Bank and the Lenders under the Loan Documents, under any document evidencing Indebtedness in respect of which the Credit Parties Facilities have been designated as “Designated Senior Debt” (or any comparable term) or “First Lien Obligations” (or any comparable term) or under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon the occurrence of any Event an actual or deemed entry of Default an order for relief with respect to the Borrower under any Loan Party or any Subsidiary thereof under Section 8.01(f)Debtor Relief Law, the obligation Commitments of each Lender to make Loans and any obligation the obligations of the L/C Issuer Issuing Bank to make L/C issue Letters of Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, payable and the obligation of the Loan Parties Borrower to Cash Collateralize the L/C Obligations Letters of Credit as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended . (2) [Reserved]. (3) Notwithstanding anything to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, includingcontrary, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, Administrative Agent may not take any of the Collateralactions set forth in this Section 9.02 with respect to a Financial Covenant Event of Default during the period commencing on the date that the Administrative Agent receives a Notice of Intent to Cure and ending on the Cure Expiration Date with respect thereto in accordance with and to the extent permitted by Section 8.02.

Remedies Upon Event of Default. If any an Event of Default occurs shall have occurred and is be continuing, the then Administrative Agent may, orand, at upon the request direction of the Required Lenders Lenders, shall, take any or all of the following actions: : (a) declare suspend the Commitments of each Lender to make Loans Lenders and any obligation of the L/C Letter of Credit Issuer to make L/C Credit Extensions or Swingline Lender to be terminated, whereupon advance Swingline Loans until such Commitments and obligation shall be terminated; Event of Default is cured; (b) terminate the Commitment of Lenders and any obligation of the Letter of Credit Issuer to make L/C Credit Extensions or Swingline Lender to advance Swingline Loans hereunder; (c) reduce the aggregate Commitments to an amount equal to the aggregate Loans and all issued and outstanding Letters of Credit of the Borrower Parties; (d) declare the unpaid principal amount of all outstanding LoansObligations, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payablepayable (including the liability to fund the Letter of Credit Liability hereunder), whereupon the same shall forthwith become due and payable without presentment, demand, protest protest, notice of default, notice of acceleration, or of intention to accelerate or other notice of any kind, kind all of which are each Borrower Party hereby expressly waived by waives, anything contained herein or in any other Loan Document to the Loan Parties; contrary notwithstanding; (ce) require that the Loan Parties each Borrower Party Cash Collateralize its respective Letter of Credit Liability (in an amount equal to the L/C ObligationsMinimum Collateral Amount with respect thereto); and (df) whether exercise any right, privilege, or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Lawpower set forth in Section 5.02, including, but not limited to, by suit in equitythe initiation of Capital Call Notices of the Capital Commitments; or (g) without notice of default or demand, action at pursue and enforce any of Administrative Agent’s or any or all of the Secured Parties’ rights and remedies under the Loan Documents, or otherwise provided under or pursuant to any applicable law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Partiesagreement; provided, however, that upon the occurrence of if any Event of Default with respect to any Loan Party specified in Section 11.01(g) or any Subsidiary thereof under Section 8.01(f)11.01(h) shall occur, the obligation of each Committed Lender to make Syndicated Loans, the Swingline Lender to make Swingline Loans and any obligation of the L/C Letter of Credit Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties Borrower to Cash Collateralize the L/C Obligations Letter of Credit Liability as aforesaid shall automatically become effective, in each case without any further act of the action by Administrative Agent or Lenders, or any Lender. No remedy herein is intended of them, and without presentment, demand, protest, notice of default, notice of acceleration, or of intention to be exclusive accelerate or other notice of any other remedy and kind, all of which each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Borrower Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateralhereby expressly waives.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, or, at the request of the Required Lenders shall, take any or all of the following actions: (a) declare the Commitments commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan PartiesBorrower; (c) require that the Loan Parties Borrower Cash Collateralize the L/C Obligations; and (d) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, may (and at the direction of the Required Lenders, shall) proceed to protect, enforce and exercise all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon the occurrence entry of any Event of Default an order for relief with respect to any Loan Party the Borrower or any Subsidiary thereof under Section 8.01(f)the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any Upon the occurrence of an Event of Default occurs under Section 8 and is continuingat any time thereafter, the Agent may, or, at the request Trustee may exercise any one or more of the Required Lenders shallfollowing rights and remedies: (a) require the prompt delivery to the Trustee of an assignment of any mortgage or other supporting obligation in a form sufficient for recording of such assignment; (b) notify any account debtor that the Company’s right to payment has been assigned or transferred to the Trustee and that all amounts shall be paid directly to the Trustee; (c) exercise and enforce any or all rights and remedies available upon default to a secured party under the Uniform Commercial Code, including but not limited to the right to take possession of any Collateral, proceeding without judicial process (without a prior hearing or notice thereof, which the Company hereby expressly waives), and the right to sell, lease or otherwise dispose of any or all of the following actions: (a) declare Collateral, and in connection therewith, the Commitments of each Lender Trustee may require the Company to make Loans and any obligation of the L/C Issuer Collateral available to make L/C Credit Extensions the Trustee at a place to be terminateddesignated by the Trustee which is reasonably convenient to both parties, whereupon and if notice to the Company of any intended disposition of Collateral or any other intended action is required by law in a particular instance, such Commitments and obligation notice shall be terminated; deemed commercially reasonable if given at least ten (b10) declare calendar days prior to the unpaid principal amount date of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations under any Swap Contract) to be immediately due and payable, without presentment, demand, protest intended disposition or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; (c) require that the Loan Parties Cash Collateralize the L/C Obligationsaction; andor (d) whether exercise or enforce any or all other rights or remedies available to the Trustee by law or agreement against the Collateral, against the Company or against any other person or property. Whether or not an Event of Default has occurred, the maturity Company shall pay when due or reimburse the Trustee on demand for all costs of collection of any of the Obligations shall have been accelerated pursuant heretoand all other out-of-pocket expenses incurred by the Trustee in connection with the creation, proceed to protectperfection, enforce and exercise all rights and remedies satisfaction, protection, defense or enforcement of the Credit Parties under Security Interest or the creation, continuance, protection, defense or enforcement of this Agreement, Security Agreement or any or all of the other Loan Documents or applicable LawObligations, including, including but not limited to: (i) filing fees; (ii) costs of foreclosure; (iii) costs of obtaining money damages; and (iv) reasonable attorney’s fees for any purpose relating to the enforcement of this Security Agreement including consultation, drafting documents, sending notices and/or instituting, prosecuting or defending litigation or arbitration. If during a sale of Collateral following an Event of Default, the Trustee sells any of the Collateral upon credit, the Company will be credited only with payments actually made by suit in equitythe purchaser, action at law or other appropriate proceeding, whether received by the Trustee and applied to the indebtedness of such purchaser. In the event the purchaser fails to pay for the specific performance of any covenant or agreement contained in this Agreement Collateral, the Trustee may resell the Collateral and the other Loan Documents or Company shall be credited with the proceeds of the Sale. To the extent permitted under applicable law, the Trustee may disclaim any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof warranty of title or any other legal or equitable right of the Credit Parties; provided, however, that upon the occurrence of any Event of Default warranty with respect to any Loan Party or any Subsidiary thereof under Section 8.01(f), Collateral sold by the obligation Trustee following an Event of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the CollateralDefault.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Agent Agents, may, or, at the request of the Required Lenders shall, take any or all of the following actions: (a) declare the Commitments of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; (c) require that the Domestic Borrowers Cash Collateralize the Domestic L/C Obligations (other than L/C Borrowings), and require that the Canadian Loan Parties Cash Collateralize the Canadian L/C ObligationsObligations (other than L/C Borrowings); and (d) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon the occurrence entry of any Event of Default an order for relief (or similar order) with respect to any Loan Party or any Subsidiary thereof under Section 8.01(f)any Debtor Relief Laws, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Agent Administrative Agent, the Canadian Agent, the L/C Issuer or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If Subject to Section 8.04, if any Event of Default occurs and is continuing, : (a) the Revolver Agent may, or, may with the consent of the Required Revolving Lenders (and shall at the request of the Required Lenders shall, take Revolving Lenders) declare all or any portion of any one or all more of the following actions: (a) declare the Revolving Loan Commitments of each Revolving Lender to make Revolving Loans and any obligation or of the L/C Issuer Issuing Bank to make L/C Issue Letters of Credit Extensions to be suspended or terminated, whereupon all or such portion of such Revolving Loan Commitments shall forthwith be suspended or terminated and obligation (b) the Administrative Agent may with the consent of the Required Term Lenders (and shall at the request of the Required Term Lenders) declare all or any portion of any one or more of the Term Loan Commitments of each Term Lender to make Term Loans to be suspended or terminated, whereupon all or such portion of such Term Loan Commitments shall forthwith be suspended or terminated; (b2) the Administrative Agent may with the consent of the Required Lenders (and shall at the request of the Required Lenders) declare all or any portion of the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, in which case the Revolving Commitment of each Revolving Lender shall immediately terminate; without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Partieseach loan Party; and/or; (c3) require that the Loan Parties Cash Collateralize Administrative Agent may with the L/C Obligations; and (d) whether or not the maturity consent of the Obligations Required Lenders (and shall have been accelerated pursuant hereto, proceed to protect, enforce at the request of the Required Lenders) exercise on behalf of itself and exercise the Lenders all rights and remedies of available to it and the Credit Parties Lenders under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for ; and/or (4) the specific performance of any covenant or agreement contained in this Agreement and Revolver Agent may with the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right consent of the Required Revolving Lenders (and shall at the request of the Required Revolving Lenders) require that the Borrower Cash Collateralize the then outstanding Letters of Credit Parties(in an amount equal to 103% of the then Outstanding Amount thereof); provided, however, provided that upon the occurrence of any Event an actual or deemed entry of Default an order for relief with respect to the Borrower, any Loan Party Restricted Subsidiary of the Borrower that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary thereof under Section 8.01(fTitle 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”), the obligation Commitments of each Lender to make Loans and any obligation of the L/C Issuer Issuing Banks to issue Letters of Credit and any obligation of the Swing Line Lender to make L/C Credit Extensions shall Swing Line Loans, will automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall will automatically become due and payable, and the obligation of the Loan Parties Borrower to Cash Collateralize the L/C Obligations Letters of Credit as aforesaid shall will automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, or, at the request of the Required Lenders Lenders, shall, take any or all of the following actions: (a) declare the Commitments commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; (c) require that the Loan Parties Cash Collateralize the L/C Obligations; and (d) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, may (and at the direction of the Required Lenders, shall) proceed to protect, enforce and exercise all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon the occurrence entry of any Event of Default an order for relief with respect to any Loan Party or any Subsidiary thereof under Section 8.01(f)the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Agent may, or, at the request of the Required Lenders shall, take any or all of the following actions: (a) declare the Commitments of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations under any Swap ContractOther Liabilities) to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; (c) require that the Loan Parties Cash Collateralize the L/C Obligations; and (d) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, howeverthat, that upon the occurrence of any Event of Default with respect to any Loan Party or any Subsidiary thereof under Section 8.01(f), the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders Credit Parties agrees that it that, notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, no Credit Party shall not, unless specifically requested have any right individually to do so in writing by Agent, take or cause to be taken any action, including, the commencement of commence any legal or equitable proceedings to enforce any Loan Document against any Loan Party (including, without limitation, the Facility Guaranty) or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral; it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Agent on behalf of the Credit Parties in accordance with the terms hereof, and all powers, rights and remedies hereunder and under the other Loan Documents may be exercised solely by the Agent.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, or, at the request of the Required Lenders shall, take any or all of the following actions: (a) declare the Commitments of each Lender to make Loans and any obligation of the L/C LC Issuer to make L/C LC Credit Extensions to be terminated, whereupon such Commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; (c) require that the Loan Parties Cash Collateralize the L/C LC Obligations; and (d) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, howeverthat, that upon the occurrence entry of any Event of Default an order for relief (or similar order) with respect to any Loan Party or any Subsidiary thereof under Section 8.01(f)any Debtor Relief Laws, the obligation of each Lender to make Loans and any obligation of the L/C LC Issuer to make L/C LC Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C LC Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any an Event of Default occurs and is continuingcontinuing (other than in the case of an Event of Default under Section 11.3(a) with respect to any default of performance or compliance with the covenant under Section 10.7), the Administrative Agent mayshall, or, at upon the written request of the Required Lenders Lenders, by written notice to the Borrower, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement: (i) declare the Total Revolving Credit Commitment terminated, whereupon the Revolving Credit Commitment of each Lender shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind, (ii) declare the Total 2020 Letter of Credit Commitment terminated, whereupon the 2020 Letter of Credit Commitment of each Lender shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind, (iii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law, (iv) terminate any Letter of Credit that may be terminated in accordance with its terms, and/or (v) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s Reimbursement Obligations for Unpaid Drawings that may subsequently occur thereunder, equal to 101% of the aggregate Stated Amount of all Letters of Credit issued and then outstanding; provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent shall occur automatically without the giving of any such notice. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, provided that the actions hereinafter described will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised, and at any time thereafter during the continuance of such event, the Administrative Agent shall, upon the written request of the Required Revolving Credit Lenders, by written notice to Holdings, take any either or all both of the following actions:, at the same or different times (except the following actions may not be taken until the ability to exercise the Cure Right under Section 11.14 has expired (but may be taken as soon as the ability to exercise the Cure Right has expired and it has not been so exercised)): (a) declare the Commitments Total Revolving Credit Commitment terminated, whereupon the Revolving Credit Commitment of each Lender to make Loans and Swingline Commitment of each Swingline Lender, shall forthwith terminate immediately and any obligation Fees theretofore accrued shall forthwith become due and payable without any other notice of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments any kind; and obligation shall be terminated; (b) declare the unpaid principal amount of all Revolving Loans then outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations under any Swap Contract) to be immediately due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter, during the continuance of such event, be declared to be due and payable), and thereupon the principal of the Revolving Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; Borrower (c) require that to the Loan Parties Cash Collateralize extent permitted by applicable law). On or after the L/C Obligations; and (d) whether or not date on which the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Required Revolving Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited toLenders have, by suit in equitywritten request to the Administrative Agent, elected to take the action at law or other appropriate proceeding, whether for the specific performance under clause (iii) above as a result of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon the occurrence of any an Event of Default with respect to any Loan Party or any Subsidiary thereof under Section 8.01(f11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, (1) the Required Term Loan Lenders may, upon the written request of the Required Term Loan Lenders to the Administrative Agent, elect to declare the Term Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter, during the continuance of such event, be declared to be due and payable), and thereupon the obligation of each Lender to make Loans and any obligation principal of the L/C Issuer Term Loans so declared to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower (to the extent permitted by applicable law). On or after the date on which the Required Revolving Credit Lenders have, by written request to the Administrative Agent, elected to take the action under clause (iii) above as a result of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, (1) the Required 2020 Additional Revolving Credit Lenders may, upon the written request of the Required 2020 Additional Revolving Credit Lenders to the Administrative Agent, elect to declare the Total 2020 Letter of Credit Commitment terminated and the obligation of the Loan Parties to Cash Collateralize the 2020 L/C Obligations as aforesaid shall automatically become effectivethen outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter, during the continuance of such event, be declared to be due and payable), and thereupon the 2020 Letter of Credit Commitment of each case Lender shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without further act any other notice of any kind and the 2020 L/C Obligations so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Agent Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or any Lender. No remedy herein is intended to be exclusive other notice of any other remedy and each and every remedy shall be cumulative and shall be in addition kind, all of which are hereby waived by the Borrower (to every other remedy given hereunder or now or hereafter existing at law or in equity or the extent permitted by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateralapplicable law).

Remedies Upon Event of Default. If any an Event of Default occurs shall have occurred and is be continuing, the then Administrative Agent may, orand, at upon the request direction of the Required Lenders Lenders, shall, take any or all of the following actions: : (a) declare suspend the Commitments of each Lender to make Loans Lenders and any obligation of the L/C Letter of Credit Issuer to make L/C Credit Extensions or Swingline Lender to be terminated, whereupon advance Swingline Loans until such Commitments and obligation shall be terminated; Event of Default is cured; (b) terminate the Commitment of Lenders and any obligation of the Letter of Credit Issuer to make L/C Credit Extensions or Swingline Lender to advance Swingline Loans hereunder; (c) reduce the aggregate Commitments to an amount equal to the aggregate Loans and all issued and outstanding Letters of Credit of the Borrower Parties; (d) declare the unpaid principal amount of all outstanding LoansObligations, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payablepayable (including the liability to fund the Letter of Credit Liability hereunder), whereupon the same shall forthwith become due and payable without presentment, demand, protest protest, notice of default, notice of acceleration, or of intention to accelerate or other notice of any kind, kind all of which are each Borrower Party hereby expressly waived by waives, anything contained herein or in any other Loan Document to the Loan Parties; contrary notwithstanding; (ce) require that the Loan Parties each Borrower Party Cash Collateralize its respective Letter of Credit Liability (in an amount equal to the L/C ObligationsMinimum Collateral Amount with respect thereto); and (df) whether exercise any right, privilege, or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Lawpower set forth in Section 5.02, including, but not limited to, by suit in equitythe initiation of Capital Call Notices of the Capital Commitments; or (g) without notice of default or demand, action at pursue and enforce any of Administrative Agent’s or any or all of the Secured Parties’ rights and remedies under the Loan Documents, or otherwise provided under or pursuant to any applicable law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Partiesagreement; provided, however, that upon the occurrence of if any Event of Default with respect to any Loan Party or any Subsidiary thereof under specified in Section 8.01(f), the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.11.01

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, or, at the request of the Required Lenders shall, take any or all of the following actions: (a) declare the Commitments of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; (c) require that the Loan Parties Cash Collateralize the L/C Obligations; and (d) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon the occurrence entry of any Event of Default an order for relief with respect to any Loan Party or any Subsidiary thereof under Section 8.01(f)any Debtor Relief Laws, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, orshall, at the request of of, or may, with the consent of, the Required Lenders (or, in the case of any Event of Default arising from a breach of Section 8.11, shall, at the request of, or may, with the consent of, the Required Pro Rata Facilities Lenders and only with respect to the Aggregate Revolving Commitments, the Term A Loan and any Incremental Term A Loans and the Obligations in respect thereof), take any or all of the following actions: (a) declare the Commitments commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan PartiesBorrowers; (c) require that the Loan Parties Company Cash Collateralize the L/C ObligationsObligations (in an amount equal to the then Outstanding Amount thereof); and (d) whether or not exercise on behalf of itself, the maturity of Lenders and the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise L/C Issuer all rights and remedies of available to it, the Credit Parties Lenders and the L/C Issuer under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in Law or at equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon the occurrence of any Event an actual or deemed entry of Default an order for relief with respect to any Loan Party or any Subsidiary thereof Borrower under Section 8.01(f)the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties Company to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, orshall, at the request of of, or may, with the consent of, the Required Lenders shall(or in the event of a Financial Covenant Event of Default, the Required Revolving Lenders), take any or all of the following actions: (a) declare the Commitments commitment of each Lender to make Loans and any obligation of the any L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan PartiesBorrower; (c) require that the Loan Parties Borrower Cash Collateralize the L/C ObligationsObligations (in an amount equal to the Minimum Collateral Amount with respect thereto); and (d) whether or not exercise on behalf of itself and the maturity of Lenders, the Obligations shall have been accelerated pursuant heretoL/C Issuers, proceed to protect, enforce the Cash Management Banks and exercise the Hedge Banks all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement available to it and the other Lenders, the L/C Issuers, the Cash Management Banks and the Hedge Banks under the Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit PartiesDocuments; provided, however, that upon the occurrence of any an Event of Default with respect to any Loan Party or any Subsidiary thereof under described in Section 8.01(f8.01(j), the obligation of each Lender to make Loans and any obligation of the each L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive ; provided, further, that upon the occurrence of a Financial Covenant Event of Default, and at any other remedy time thereafter during the continuance of such event, the Administrative Agent may, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each the request of the Lenders agrees that it shall notRequired Revolving Lenders, unless specifically requested shall, by notice to do so in writing by Agentthe Borrower, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateralfollowing actions, at the same or different times: (x) terminate the Revolving Credit Commitments, the L/C Commitment and the Swing Line Commitment, and thereupon the Revolving Credit Commitments, the L/C Commitment and the Swing Line Commitment shall terminate immediately and (y) declare the Revolving Loans, L/C Exposure and Swing Line Exposure then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Revolving Loans, L/C Exposure and Swing Line Exposure so declared to be due and payable, together with accrued interest thereon and all fees and other obligations relating thereto of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

Remedies Upon Event of Default. (a) If any Event of Default occurs and is continuing, (i) with the consent of the Required Lenders, the Administrative Agent may, or, at or upon the request of the Required Lenders Lenders, the Administrative Agent shall, take any or all by notice to the Parent Borrower declare the Revolving Credit Commitments to be terminated forthwith, whereupon the Revolving Credit Commitments shall immediately terminate; and (ii) with the consent of the following actions: (a) Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Parent Borrower, declare the Commitments Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including, without limitation, all amounts of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit Extensions shall have presented the documents required thereunder) to be terminateddue and payable forthwith, whereupon the same shall immediately become due and payable. In the case of all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the Borrowers shall at such Commitments time deposit in a Cash Collateral Account opened by the Administrative Agent an amount equal to the aggregate then undrawn and obligation unexpired face amount of such Letters of Credit. Amounts held in such Cash Collateral account shall be terminated;applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other Obligations of the Borrowers hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrowers hereunder (other than any indemnity obligation for unasserted claims that by its terms survives the termination of this Agreement, any Letter of Credit that has been Cash Collateralized or any obligation under a Specified Swap Contract or Cash Management Services) and under the other Loan Documents shall have been paid in full (other than any indemnity obligation for unasserted claims that by its terms survives the termination of this Agreement, any Letter of Credit that has been Cash Collateralized or any obligation under a Specified Swap Contract or Cash Management Services), the balance, if any, in such Cash Collateral Account shall be returned to the Borrowers (or such other Person as may be lawfully entitled thereto). (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations under any Swap Contract) to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; (c) require that the Loan Parties Cash Collateralize the L/C Obligations; and (d) whether Whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit PartiesAdministrative Agent, the Lenders or their Affiliates; provided, however, that upon the occurrence of any Event an actual or deemed entry of Default an order for relief with respect to any Loan Party or any Subsidiary thereof a Borrower under Section 8.01(f)the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions each Lender’s Commitments shall automatically terminate, terminate and the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case payable without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may(or, orif applicable, the Collateral Agent) shall, at the request of, or may, with the consent of, the Required Lenders (provided that, for purposes of Section 8.02(a) below, (x) only the consent of the Required Lenders shallshall be required with respect to Commitments and (y) only the consent of each L/C Issuer shall be required with respect to obligations of such L/C Issuer to make L/C Credit Extensions), take any or all of the following actions: (a) declare the Commitments commitment of each Lender to make Loans and any obligation of the each L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments commitments and obligation obligations shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan PartiesBorrower; (c) so long as no Cash Collateral Certificate has been delivered to the Administrative Agent (and to the extent such Cash Collateral Certificate has not been rescinded by the Borrower) require that the Loan Parties Borrower Cash Collateralize the L/C ObligationsObligations (in an amount equal to 103% of the then Outstanding Amount thereof); and (d) whether or not exercise, or, subject to the maturity terms of the Obligations shall have been accelerated pursuant heretoIntercreditor Agreement, proceed direct the Collateral Agent to protectexercise, enforce on behalf of itself and exercise the other Secured Parties, any or all rights and remedies of remedies, powers or discretion available to it and the Credit other Secured Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Partiesequity; provided, however, that upon the occurrence of any an Event of Default under Section 8.01(f) with respect to any Loan Party or any Subsidiary thereof under Section 8.01(f)the Borrower, the obligation of each Lender to make Loans and any obligation of the each L/C Issuer to make L/C Credit Extensions shall automatically terminate, and the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and, so long as no Cash Collateral Certificate has been delivered to the Administrative Agent (and to the extent such Cash Collateral Certificate has not been rescinded by the Borrower), the obligation of the Loan Parties Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Agent Administrative Agent, the Collateral Agent, any Lender or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the CollateralL/C Issuer.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent maymay with the consent of, or, and shall at the request of of, the Required Lenders shall, take any or all of the following actions: (a) declare the Commitments of each Lender to make Loans and any obligation of the L/C Issuer Issuers to make L/C Credit Extensions to be terminated, whereupon such Commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan PartiesBorrowers; (c) require that the Loan Parties Borrowers Cash Collateralize the L/C ObligationsObligations (in an amount equal to the then Outstanding Amount thereof); and (d) whether or not exercise on behalf of itself and the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise Lenders all rights and remedies of available to it and the Credit Parties Lenders under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, provided that upon the occurrence of any Event an actual or deemed entry of Default an order for relief with respect to any Loan Party or any Subsidiary thereof the Parent Borrower under Section 8.01(f)the Bankruptcy Code of the United States, the obligation Commitments of each Lender to make Loans and any obligation of the L/C Issuer Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended Notwithstanding anything to be exclusive the contrary, if the only Events of any other remedy Default then having occurred and each and every remedy continuing are pursuant to a failure to observe the Financial Covenant, the Administrative Agent shall be cumulative and shall be only take the actions set forth in addition to every other remedy given hereunder or now or hereafter existing this Section 8.02 at law or in equity or by statute or any other provision of Law. Each the request of the Required Facility Lenders agrees that it shall not, unless specifically requested (as opposed to do so in writing by Agent, take or cause to be taken any action, including, Required Lenders) under the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the CollateralRevolving Credit Facilities.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, orshall, at the request of of, or may, with the consent of, the Required Lenders shallLenders, take any or all of the following actions: (a) declare the Commitments commitment of each Lender to make Loans and L/C Credit Extensions and any obligation of the L/C Issuer Fronting Banks to make L/C Credit Extensions to be terminated, whereupon such Commitments commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding LoansLoans and L/C Borrowings, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Credit Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Partieseach Borrower; (c) require that the Loan Parties applicable Borrower Cash Collateralize its outstanding Tranche B Letters of Credit with Cash and Cash Equivalents in an amount equal to 102% of the L/C ObligationsDollar Equivalent of the amount available to be drawn under all such Tranche B Letters of Credit; (d) require that the Collateral in any Collateral Account consist solely of Cash and Cash Equivalents or such other Eligible Securities as the Administrative Agent may permit; and (de) whether or not exercise on behalf of itself, the maturity of Lenders and the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise Fronting Banks all rights and remedies of available to it, the Lenders and the Fronting Banks under the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit PartiesDocuments; provided, however, that upon the occurrence of any Event of Default an event described in Section 8.01(e) with respect to any Loan Party or any Subsidiary thereof Borrower under Section 8.01(f)an applicable Debtor Relief Law, the obligation of each Lender to make Loans and L/C Credit Extensions and any obligation of the L/C Issuer Fronting Banks to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and L/C Borrowings and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties applicable Borrower to Cash Collateralize the L/C Obligations their Tranche B Letters of Credit as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive The Administrative Agent shall provide written notice of any other remedy and each and every remedy such action to the Parent-Borrower but failure to provide such notice shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or not prevent the Administrative Agent from taking any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any such action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, orshall, at the request of of, or may, with the consent of, the Required Lenders shallLenders, take any or all of the following actions: (a) declare the Commitments commitment of each Lender to make Loans and L/C Credit Extensions and any obligation of the L/C Issuer Fronting Banks to make L/C Credit Extensions to be terminated, whereupon such Commitments commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding LoansLoans and L/C Borrowings, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Credit Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Partieseach Borrower; (c) require that the Loan Parties applicable Borrower Cash Collateralize its outstanding Tranche B Letters of Credit with Cash and Cash Equivalents in an amount equal to 102% of the L/C ObligationsDollar Equivalent of the amount available to be drawn under all such Tranche B Letters of Credit; (d) require that the Collateral in any Collateral Account consist solely of Cash and Cash Equivalents or such other Eligible Securities as the Administrative Agent may permit; and (de) whether or not exercise on behalf of itself, the maturity of Lenders and the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise Fronting Banks all rights and remedies of available to it, the Lenders and the Fronting Banks under the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit PartiesDocuments; provided, however, that upon the occurrence of any Event an actual or deemed entry of Default an order for relief with respect to any Loan Party or any Subsidiary thereof Borrower under Section 8.01(f)an applicable Debtor Relief Law, the obligation of each Lender to make Loans and L/C Credit Extensions and any obligation of the L/C Issuer Fronting Banks to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and L/C Borrowings and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties applicable Borrower to Cash Collateralize the L/C Obligations their Tranche B Letters of Credit as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive The Administrative Agent shall provide written notice of any other remedy and each and every remedy such action to the Parent Borrower but failure to provide such notice shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or not prevent the Administrative Agent from taking any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any such action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Agent Agents, may, or, at the request of the Required Lenders shall, take any or all of the following actions: (a) declare the Revolving Commitments of each Revolving Lender to make Revolving Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; (c) require that the Domestic Borrowers Cash Collateralize the Domestic L/C Obligations (other than L/C Borrowings), and require that the Canadian Loan Parties Cash Collateralize the Canadian L/C ObligationsObligations (other than L/C Borrowings); and (d) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon the occurrence entry of any Event of Default an order for relief (or similar order) with respect to any Loan Party or any Subsidiary thereof under Section 8.01(f)any Debtor Relief Laws, the obligation of each Revolving Lender to make Revolving Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Agent Administrative Agent, the Canadian Agent, the L/C Issuer or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, or, at the request of the Required Lenders shall, take any or all of the following actions: (a) declare the Commitments of each Lender to make Loans and any obligation of the L/C each LC Issuer to make L/C LC Credit Extensions to be terminated, whereupon such Commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; (c) require that the Loan Parties Cash Collateralize the L/C LC Obligations; and (d) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, howeverthat, that upon the occurrence entry of any Event of Default an order for relief (or similar order) with respect to any Loan Party or under any Subsidiary thereof under Section 8.01(f)Debtor Relief Laws, the obligation of each Lender to make Loans and any obligation of the L/C each LC Issuer to make L/C LC Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C LC Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Agent may, or, at the request of the Required Lenders shall, take any or all of the following actions: (a) declare the Commitments of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments and obligation obligations shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Loan Agreement Obligations (other than Obligations under any Swap Contract) to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; (c) require that the Loan Parties Cash Collateralize the L/C Obligations; and (d) whether or not the maturity of the Loan Agreement Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Credit Parties Agent under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Loan Agreement Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit PartiesAgent; provided, however, that upon the occurrence of any Default or Event of Default with respect to any Loan Party or any Subsidiary thereof under Section 8.01(f), the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans Loans, all interest accrued thereon and all interest and other amounts as aforesaid Loan Agreement Obligations shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. a. If any Event of Default occurs shall occur and is continuingbe continuing then Lender, upon notice to the Agent mayBorrower, or, at the request of the Required Lenders shall, take may do any or all of the following actions: following: (ai) declare terminate or reduce the Commitments commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Borrower under this Credit Extensions to be terminated, whereupon such Commitments and obligation shall be terminated; Agreement; (bii) declare all obligations of Borrower hereunder and under the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations under any Swap Contract) Note to be immediately due and payable, whereupon the Borrower Obligations hereunder and under the Note shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by waived, anything in this Credit Agreement or in any other Loan Document to the contrary notwithstanding; (iii) enforce its rights under any one or more of the Loan Parties; Documents in accordance with Applicable Law; (civ) require that the Loan Parties Cash Collateralize the L/C Obligations; and (d) whether subject to prior FCC approval, if required, without any obligation to do so, make disbursements to or not the maturity on behalf of Borrower or any of its Subsidiaries to cure any default and render any performance under any other agreement by Borrower or any of the Borrower Subsidiaries and (v) subject to prior FCC approval, if required, perform on behalf of Borrower or any of the Borrower Subsidiaries any and all work and labor necessary to build, operate and maintain the License System; provided that upon the occurrence of any Event of Default under Section 7.1(c), 7.1(e) or 7.1(h) the commitment of Lender shall immediately terminate and all Borrower Obligations shall automatically become immediately due and payable without notice or demand of any kind. *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been accelerated filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant heretoto Rule 24b-2 under the Securities Exchange Act. b. Upon the occurrence of any Event of Default and at any time thereafter so long as any Event of Default shall be continuing, Lender may proceed to protect, protect and enforce and exercise all rights and remedies of the this Credit Parties under this Agreement, any of the Note and the other Loan Documents or applicable Law, including, but not limited to, by suit or suits or proceedings in equity, action at law or other appropriate proceedingin bankruptcy, and whether for the specific performance of any covenant or agreement herein contained or in execution or aid of any power herein granted, or for foreclosure hereunder, or for the appointment of a receiver or receivers for the collateral subject to the applicable Loan Documents or for the recovery of judgment for the indebtedness secured thereby or for the enforcement of any other proper, legal or equitable remedy available under Applicable Law. c. Borrower shall pay to Lender forthwith upon demand any and all expenses, costs and other amounts to the extent due hereunder or under the other Loan Documents, whether incurred before, after or during the exercise of any of the foregoing remedies, including all reasonable legal fees and other reasonable costs and expenses incurred by Lender by reason of the occurrence of any Event of Default, the enforcement of this Credit Agreement and the other Loan Documents or any instrument pursuant and/or the preservation of Lender’s rights hereunder and under the other Loan Documents. d. Any and all remedies of Lender hereunder, including those described in Sections 7.2(a) through (c), inclusive, above are subject to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right terms of the Credit Parties; provided, however, that upon the occurrence of any Event of Default with respect to any Loan Party or any Subsidiary thereof under Section 8.01(f), the obligation of each Lender to make Loans Intercreditor and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans Subordination Agreement and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, must be exercised in each case without further act of the Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateralaccordance therewith.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, ormay and, at the request of the Required Lenders shallLenders, shall take any or all of the following actions: (a) declare terminate the Commitments of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments and obligation shall be terminatedAggregate Commitments; (b) declare the unpaid principal amount of all outstanding LoansLoans and the amount of all outstanding L/C Disbursements, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, whereupon the foregoing shall become immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; (c) require that the Loan Parties Borrower Cash Collateralize the L/C ObligationsObligations in accordance with Section 2.03(g); and (d) whether or not exercise on behalf of itself and the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise Lenders all rights and remedies of available to it and the Credit Parties Lenders under this Agreement, any of the other Loan Documents or applicable Law; provided that, includingupon the occurrence of an Event of Default described in Section 8.01(f) with respect to Holdings or the Borrower, but not limited to(x) the Aggregate Commitments shall automatically terminate, by suit in equityand (y) the unpaid principal amount of all outstanding Loans and the amount of all outstanding L/C Disbursements, action at law all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document shall be immediately due and payable, without presentment, demand, protest or other appropriate proceeding, whether for the specific performance notice of any covenant kind, all of which are hereby expressly waived by Holdings or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit PartiesBorrower; provided, howeverfurther, that upon the occurrence of any Event an actual or deemed entry of Default an order for relief with respect to any Loan Party or any Subsidiary thereof under Section 8.01(f)the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, payable and the obligation of the Loan Parties Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any (a) Should an Event of Default occurs occur and is be continuing under Section 8.3, the commitment of the Lenders to make Loans shall automatically terminate and the entire unpaid balance of the Obligation shall automatically become due and payable without any action of any kind whatsoever. (b) Should any other Event of Default occur and be continuing, subject to any agreement among the Lenders, the Administrative Agent may, or, at may (and shall upon the request of the Required Lenders shallMajority Lenders), take at its (or the Majority Lenders’) election, do any one or all more of the following actions: following: (ai) If the maturity of the Obligation has not already been accelerated under Section 9.1(a), declare the Commitments of each Lender to make Loans and any obligation entire unpaid balance of the Obligation (including all amounts of L/C Issuer to make L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit Extensions to be terminatedshall have presented the documents required thereunder), whereupon such Commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loansor any part thereof, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations under any Swap Contract) to be immediately due and payable, without presentment, demand, protest or other whereupon it shall be due and payable (and notice of such declaration shall promptly be given thereafter by the Administrative Agent to the Borrower); (ii) terminate commitments to make Loans hereunder; (iii) reduce any kind, all claim to judgment; (iv) exercise (or request each Lender to exercise) the Rights of offset or banker’s Lien against the interest of the Borrower in and to every account and other property of the Borrower which are hereby expressly waived in the possession of any Lender to the extent of the full amount of the Obligation; and (v) exercise any and all other legal or equitable Rights afforded by the Loan Parties; (c) require that Papers, the Loan Parties Cash Collateralize the L/C Obligations; and (d) whether or not the maturity Laws of the Obligations State of New York or any other jurisdiction as the Administrative Agent shall have been accelerated pursuant heretodeem appropriate, proceed to protect, enforce and exercise all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Lawotherwise, including, but not limited to, by the Right to bring suit in equity, action at law or other appropriate proceeding, whether proceedings before any Tribunal either for the specific performance of any covenant or agreement condition contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon Loan Papers or in aid of the occurrence exercise of any Event Right granted to the Lenders in any of Default the Loan Papers. With respect to all Letters of Credit with respect to any Loan Party or any Subsidiary thereof under Section 8.01(f)which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the obligation of each Lender Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to make Loans the aggregate then undrawn and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal unexpired amount of all outstanding Loans and all interest and other amounts as aforesaid such Letters of Credit. Amounts held in such cash collateral account shall automatically become due and payablebe applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the obligation unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Loan Parties to Cash Collateralize Borrower hereunder. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the L/C Obligations as aforesaid Borrower hereunder shall automatically become effectivehave been paid in full, the balance, if any, in each case without further act of the Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy such cash collateral account shall be cumulative and shall returned to the Borrower (or such other Person as may be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collaterallawfully entitled thereto).

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, or, shall at the request of the Required Lenders shall, (or may with the consent of the Required Lenders) take any or all of the following actions: (a) declare the Commitments commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions (other than Protective Advances) to be terminated, whereupon such Commitments commitments and obligation obligations shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; (c) require that deliver a notice of exclusive control in relation to any Collateral Account and give instructions to the Collateral Account Bank in relation thereto under the provisions of the applicable Collateral Account Control Agreement; (d) deliver a notice of exclusive control in relation to the Securities Account, SI Collection Account or SI Premium/Expense Account and give instructions to the Securities Intermediary in relation thereto under the provisions of the Securities Intermediary Agreement; (e) in addition to all other rights and remedies under the Loan Parties Cash Collateralize Documents and/or of a secured party under the L/C ObligationsUCC and other legal or equitable remedies, realize upon the Collateral and/or immediately sell, assign, give option or options to purchase or otherwise dispose of and deliver the Collateral or any part thereof, subject to, and in accordance with the terms of the Security Agreements; and (df) whether or not exercise on behalf of itself and the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise Lenders all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement available to it and the other Lenders under the Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit PartiesDocuments; provided, however, that upon the occurrence of any Event an actual or deemed entry of Default an order for relief with respect to any Loan Party the Borrower or any Subsidiary thereof the Parent under Section 8.01(f)the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions (other than Protective Advances) shall automatically terminate, terminate and the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, Lender or other rights to, any of the CollateralPerson.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, or, and at the request of the Required Lenders shall, take any or all of the following actions:actions (or, if a Financial Covenant Event of Default occurs and is continuing and prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Revolving Credit Loans, Swing Line Loans, L/C Obligations, Letters of Credit and L/C Credit Extensions): (ai) declare the Commitments commitment of each Lender to make Loans and any obligation of the L/C Issuer Issuers to make L/C Credit Extensions to be terminated, whereupon such Commitments commitments and obligation shall be terminated; (bii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan PartiesBorrower; (ciii) require that the Loan Parties Borrower Cash Collateralize the L/C ObligationsObligations (in an amount equal to the then Outstanding Amount thereof); and (div) whether exercise (or not direct the maturity Collateral Agent to exercise) on behalf of itself and the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise Lenders all rights and remedies of available to it and the Credit Parties Lenders under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit Law or in equity; provided that, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon the occurrence of any Event an actual or deemed entry of Default an order for relief with respect to any Loan Party or any Subsidiary thereof the Borrower under Section 8.01(f)the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, payable and the obligation of the Loan Parties Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Agent may, or, at the request of the Required Lenders shall, take any or all of the following actions: (a) declare the Commitments of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations under any Swap Contract) to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; (c) require that the Loan Parties Cash Collateralize the L/C Obligations; and (d) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon Upon the occurrence of any Event of Default Default, Lender shall have the following rights and remedies: (i) Declare all or part of the Indebtedness immediately due and payable. (ii) Demand that Borrower immediately surrender the possession of the Mortgaged Property to Lender, and Borrower consents to Lender taking possession of the Mortgaged Property and the books and records relating to the Mortgaged Property. (iii) Lease the Mortgaged Property and collect rents for the account of Borrower. (iv) Foreclose the interest of Borrower in the Mortgaged Property by action pursuant to applicable law. Commencement of such an action shall be deemed a declaration of acceleration pursuant to clause (i) above. (v) Sell or cause to be sold the Mortgaged Property and convey the same to the purchaser thereof pursuant to the authority and power hereby granted and the provisions of M.C.L.A. Section 600.3201 ET SEQ., as amended, pertaining to foreclosure by advertisement, which statute does not require that Borrower be personally notified of such sale or that a judicial hearing be held before the sale can be conducted. Lender may direct the sale of the Mortgaged Property to be in one or several parcels and in any order as Lender may elect in its sole discretion, at such time and place, upon such terms and after such notice as may be required or permitted by applicable law. (vi) Collect and receive all rents, profits and other amounts that are due or shall subsequently become due under the terms of any leases, land contract, or other agreements by which Borrower is leasing or selling the Mortgaged Property or any interest in the Mortgaged Property. Lender may also exercise any other rights or remedy of Borrower under any such lease, land contract or other agreement. However, Lender shall have no obligation to make any demand or inquiry as to the nature or sufficiency of any payment received or to present or file any claim or take any other action to collect or enforce the payment of any amounts to which Lender may become entitled under this Mortgage. Similarly, Lender shall not be liable for any of Borrower's obligations under any such lease, land contract or other agreement. (vii) Exercise all rights, remedies and privileges afforded a "secured party" under Article 9 of the Michigan Uniform Commercial Code with respect to any Loan Party or any Subsidiary thereof under Section 8.01(f), the obligation of each Lender to make Loans and any obligation of the L/C Issuer Mortgaged Property which is personal property. (viii) Enter upon the Mortgaged Property and take other actions as Lender deems appropriate to make L/C Credit Extensions shall automatically terminateperform Borrower's obligations under this Mortgage to inspect, repair, protect or preserve the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payableMortgaged Property, and to investigate or test for the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Agent or any Lender. No remedy herein is intended to be exclusive presence of any Hazardous Materials and/or to appraise the Mortgaged Property. (ix) Pursue any other available remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each to enforce the payment of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the CollateralIndebtedness.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, subject to the terms, conditions and provisions of the Intercreditor Agreements, the Administrative Agent may, orwith the consent of the Required Lenders, and, at the request of the Required Lenders shall, take any or all of the following actions: (ai) declare the Commitments commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments commitments and obligation shall be terminated; (bii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; Borrower (c) require that to the Loan Parties Cash Collateralize the L/C Obligationsextent permitted by applicable law); and (diii) whether or not exercise on behalf of itself and the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise Lenders all rights and remedies of available to it and the Credit Parties Lenders under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, provided that upon the occurrence of any Event an actual or deemed entry of Default an order for relief with respect to any Loan Party the Borrower under the Bankruptcy Code of the United States or any Subsidiary thereof under Section 8.01(f)Debtor Relief Laws, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, terminate and the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended Notwithstanding anything to be exclusive the contrary contained herein, neither the Administrative Agent nor any Lender shall take any action pursuant hereto that would constitute or result in any assignment of the FCC Authorizations or transfer of control of the Borrower or any Subsidiaries if such assignment or transfer of control would require, under then-existing Law (including the Communications Act), the prior approval of the FCC, without first obtaining such approval of the FCC (to the extent required to do so). Subject to the terms and conditions herein, each of Parent and the Borrower agrees, after the occurrence and during the continuance of any other remedy Event of Default, to cooperate fully in obtaining any approval of the FCC and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of Governmental Authority that is then required under the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the CollateralCommunications Act.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, orshall, at the request of of, or may, with the consent of, the Required Lenders shall, take any or all of the following actionsLenders: (a) declare the Commitments Revolving Commitment of each Lender to make Revolving Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Revolving Commitments and obligation obligations shall be terminated; (b) declare the unpaid principal amount of all outstanding Revolving Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby expressly waived by the Loan PartiesBorrowers; (c) declare that an amount equal to the then Outstanding Amount of all L/C Obligations be immediately due and payable by the Borrowers, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby expressly waived by the Borrowers, and require that the Loan Parties Borrowers deliver such payments to the Administrative Agent to Cash Collateralize the L/C ObligationsObligations (in an amount equal to the then Outstanding Amount thereof); and (d) whether or not exercise on behalf of itself and the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise Lenders all rights and remedies of available to it and the Credit Parties Lenders under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon the occurrence of any Event event specified in subsection (f) of Default with respect to any Loan Party or any Subsidiary thereof under Section 8.01(f)8.01, the obligation of each Lender to make Revolving Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Revolving Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and an amount equal to the obligation then Outstanding Amount of all L/C Obligations shall be deemed to be forthwith due and owing by the Loan Parties Borrowers to Cash Collateralize the L/C Obligations Issuer and the Lenders as aforesaid shall automatically become effective, in each case without further act of the Agent or date of such occurrence and the Borrowers’ obligation to pay such amounts shall be absolute and unconditional, without regard to whether any Lender. No remedy herein is intended to be exclusive beneficiary of any other remedy and each and every remedy such Letter of Credit has attempted to draw down all or a portion of such amount under the terms of a Letter of Credit and, to the fullest extent permitted by applicable Law, shall not be cumulative and shall subject to any defense or be in addition to every other remedy given hereunder affected by a right of set-off, counterclaim or recoupment which the Borrowers may now or hereafter existing at law or in equity or by statute have against any such beneficiary, the L/C Issuer, the Administrative Agent, the Lenders or any other provision of LawPerson for any reason whatsoever. Each of Such payments shall be delivered to and held by the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, Administrative Agent as cash collateral securing the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the CollateralL/C Obligations.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Agent may, or, at the request of the Required Lenders shall, take any or all of the following actions: (a) declare the Commitments of each Lender to make Loans and any obligation of the each L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments and obligation obligations shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations under any Swap Contract) to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; (c) require that the Loan Parties Cash Collateralize the L/C Obligations; and (d) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Requirement of Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon the occurrence of any Default or Event of Default with respect to any Loan Party or any Subsidiary thereof under Section 8.01(f), the obligation of each Lender to make Loans and any obligation of the each L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans Loans, all interest accrued thereon and all interest and other amounts as aforesaid Obligations shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision Requirement of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, subject to the Agent may, or, at the request terms of the Required Lenders shallDIP Orders, the Lender may take any or all of the following actions: (a) declare the Commitments Commitment of each the Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments Commitment and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; (c) require that the Loan Parties Cash Collateralize the L/C Obligations; and (dc) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Credit Parties under this Agreement, the DIP Orders, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon . In addition to the exercise by the Lender of any or all of its rights and remedies after the occurrence and during the continuance of any an Event of Default with respect to any Loan Party or any Subsidiary thereof under Section 8.01(f)Default, the obligation of each Lender may require, and upon request by the Lender the Borrowers shall, undertake to make Loans and any obligation Liquidate the Collateral on behalf of the L/C Issuer Lender in such manner as the Lender may require. Such Liquidation may be effected through a partial or chain-wide store closing sale in a manner consistent with the foregoing enumeration of the Lender’s rights and remedies, and as otherwise permitted by the Bankruptcy Court. The Lender and the Borrowers shall endeavor to make L/C Credit Extensions shall automatically terminateimplement such a Liquidation on mutually acceptable terms and conditions. However, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and Lender may by written notice to the obligation of Lead Borrower require the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights Borrowers to, any of the Collateral.:

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, orshall, at the request of of, or may, with the consent of, the Required Lenders shallLenders, take or direct the Collateral Agent to take any or all of the following actions: (a) declare the Commitments Commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments and obligation shall be terminated, or of each LC Issuer to issue, renew or extend any Letter of Credit; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan PartiesBorrower; (c) Apply or execute upon any amounts on deposit in any Depositary Account or Local Account, or any proceeds or any other moneys of the Borrower on deposit with Administrative Agent, Collateral Agent, Depositary Agent or any other Credit Party in the manner provided in the UCC and other relevant statutes and decisions and interpretations thereunder with respect to cash collateral; or draw upon any DSR Letter of Credit held by Administrative Agent, Collateral Agent or Depositary Agent as security; (d) require that the Loan Parties Borrower Cash Collateralize the L/C ObligationsLC Exposure in an amount equal to 102.5% of the outstanding amount thereof; (e) without any obligation to do so, make disbursements or Loans to or on behalf of the Borrower or disburse amounts from any Depositary Account or Local Account to cure (i) any Default or Event of Default hereunder or (ii) any default and render any performance under any Project Document as the Required Lenders in their sole discretion may consider necessary or appropriate, to preserve or protect the Collateral or for any other reason. All amounts so expended, together with interest thereon at the Default Rate, shall be repaid by Borrower to the Administrative Agent or the Collateral Agent on demand and shall be secured by the Loan Documents, notwithstanding that such expenditures, together with the Loans, may exceed the aggregate Commitments; and (df) whether exercise on behalf of itself and the Lenders and other Credit Parties, or not direct the maturity of the Obligations shall have been accelerated pursuant heretoCollateral Agent to so exercise, proceed to protect, enforce any and exercise all rights and remedies of available to it, the Credit Parties Collateral Agent or the Lenders under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit PartiesDocuments; provided, however, provided that upon the occurrence of any Event of Default with respect to any Loan Party or any Subsidiary thereof under an event described in Section 8.01(f7.1(g), the obligation Commitment of each Lender to make Loans and any obligation of the L/C each LC Issuer to make L/C Credit Extensions issue, renew or extend any Letter of Credit, shall automatically terminate, and the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Agent any Agent, any Lender or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the CollateralLC Issuer.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, orshall, at the request of of, or may, with the consent of, the Required Lenders shallLenders, take any or all of the following actions: (a) declare the Commitments Commitment of each Lender to make Loans and any obligation of the L/C Issuer Issuers to make L/C Credit Extensions to be terminated, whereupon such Commitments commitments and obligation obligations shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan PartiesBorrower; (c) subject to Section 2.08(b), notify the Borrower that the outstanding principal of the Loans shall bear interest at the Default Rate; provided that, failure to provide such notice shall not prevent such interest from accruing or otherwise delay the due date thereof if such Default Rate is applicable pursuant to Section 2.08(b); (d) require that the Loan Parties Borrower Cash Collateralize the L/C ObligationsObligations (in an amount equal to the Minimum Collateral Amount with respect thereto); and (de) whether or not exercise on behalf of itself, the maturity of Lenders and the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise L/C Issuers all rights and remedies of available to it, the Credit Parties Lenders and the L/C Issuers under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in Applicable Law or equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon the occurrence of any Event of Default with respect to any Loan Party an event described in Section 8.01(g) or any Subsidiary thereof under Section 8.01(f(h), the obligation Commitment of each Lender to make Loans and any obligation of the L/C Issuer Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, the outstanding principal of the Loans shall bear interest at the Default Rate, and the obligation of the Loan Parties Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Agent may, or, at the request of the Required Lenders shall, take any or all of the following actions: (a) declare the Commitments of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations under any Swap ContractOther Liabilities) to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; (c) require that the Loan Parties Cash Collateralize the L/C Obligations; and (d) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon the occurrence of any Event of Default with respect to any Loan Party or any Subsidiary thereof under Section 8.01(f), the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, orshall, at the request of of, or may, with the consent of, the Required Lenders shallLenders, take any or all of the following actions: (a) declare the Commitments commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan PartiesBorrower; (c) require that the Loan Parties Borrower Cash Collateralize the L/C ObligationsObligations (in an amount equal to the then Outstanding Amount thereof); and (d) whether or not exercise on behalf of itself and the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise Lenders all rights and remedies of available to it and the Credit Parties Lenders under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Partieslaw; provided, however, that upon the occurrence of any Event an actual or deemed entry of Default an order for relief with respect to any Loan Party or any Subsidiary thereof the Borrower under Section 8.01(f)the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy Notwithstanding the foregoing, as between the Administrative Agent and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders Lenders, the Administrative Agent agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to will not foreclose any Lien on, or otherwise enforce any security interest in, or other rights exercise remedies with respect to, any Mortgage Instrument unless the Administrative Agent has received environmental reports for the real property subject to such Mortgage Instrument disclosing no environmental liabilities with respect to such real property or, if any such environmental liabilities are disclosed, such liabilities shall be reasonably satisfactory to all of the CollateralLenders. The foregoing sentence is an agreement solely between the Administrative Agent and the Lenders and is not intended to, and does not, convey any rights or benefits to any Loan Party.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, orshall, at the request of of, or may, with the consent of, the Required Lenders shallLenders, take any or all of the following actions: (a) declare the Commitments commitment of each Lender to make Loans and any obligation of the Fronting Banks or the L/C Issuer Issuers to make L/C Credit Extensions to be terminated, whereupon such Commitments commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan PartiesBorrowers; (c) require that the Loan Parties each Borrower Cash Collateralize its L/C Obligations with respect to Unsecured Letters of Credit with Cash and Cash Equivalents in an amount equal to 105% of such outstanding L/C Obligations; (d) require that the Eligible Collateral in any Collateral Account consist solely of Cash and Cash Equivalents or such other Eligible Collateral as the Administrative Agent may require; and (e) exercise on behalf of itself, the Lenders, the L/C Obligations; and (d) whether or not Issuers and the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise Fronting Banks all rights and remedies of available to it, the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement Lenders and the other Fronting Banks under the Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit PartiesDocuments; provided, however, that upon the occurrence of any Event an actual or deemed entry of Default an order for relief with respect to any Loan Party or any Subsidiary thereof Borrower under Section 8.01(f)Debtor Relief Laws, the obligation of each Lender to make Loans Loans, the obligation of each L/C Issuer to make L/C Credit Extensions and any obligation of the L/C Issuer each Fronting Bank to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties AXIS Capital to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, orshall, at the request of of, or may, with the consent of, the Required Lenders shallLenders, take any or all of the following actions: (a) declare the Commitments commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, thereon and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties;; and (c) require that exercise on behalf of itself and the Loan Parties Cash Collateralize the L/C Obligations; and (d) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise Lenders all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement available to it and the other Lenders under the Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit PartiesDocuments; provided, however, that that, upon the occurrence of any Event an actual or deemed entry of Default an order for relief with respect to any Loan Party or any Subsidiary thereof the Borrower under Section 8.01(f)the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended If the Obligations are accelerated for any reason, the prepayment premium required by Section 2.03(d) will also be due and payable as though such Obligations were voluntarily prepaid and any discount on the Loans shall be deemed earned in full and, in each case, shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. Any prepayment premium required by Section 2.03(d) payable pursuant to the preceding sentence shall be presumed to be exclusive of any other remedy and the liquidated damages sustained by each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each Lender as the result of the Lenders early termination and the Borrower agrees that it is reasonable under the circumstances currently existing. The prepayment premium required by Section 2.03(d) shall notalso be payable and any discount on the Loans shall be deemed earned in full, unless specifically requested in each case, in the event that the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM AND ANY DISCOUNT ON THE LOANS IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees that (i) the prepayment premium required by Section 2.03(d) and any discount on the Loans provided for herein is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the prepayment premium required by Section 2.03(d) and any discount on the Loans shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to do so pay the prepayment premium required by Section 2.03(d) and any discount on the Loans and (iv) the Borrower shall be estopped hereafter from claiming differently than as agreed to in writing this paragraph. The Borrower expressly acknowledges that its agreement to pay the prepayment premium required by Agent, take or cause Section 2.03(d) and any discount on the Loans to be taken any action, including, the commencement of any legal or equitable proceedings Lenders as herein described is a material inducement to enforce any Loan Document against any Loan Party or the Lenders to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of make the CollateralLoans hereunder.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, orshall, at the request of of, or may, with the consent of, the Required Lenders shallLenders, take any or all of the following actions: (a) declare the Commitments commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan PartiesBorrowers; (c) require that the Loan BorrowersLoan Parties to Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereofL/C Obligations, Bank Product Debt and other Obligations that are contingent or not yet due and payable, and, if the Loan Parties fail promptly to deposit such Cash Collateral, the Administrative Agent may (and shall upon the direction of the Required Lenders) advance the required Cash Collateral as Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 4 are satisfied); and (d) whether or not exercise on behalf of itself and the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise Lenders all rights and remedies of available to it and the Credit Parties Lenders under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit PartieslawLaw; provided, however, that upon the occurrence of any Event an actual or deemed entry of Default an order for relief with respect to any Loan Party or any Subsidiary thereof a Borrower under Section 8.01(f)the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to either Borrower shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Agent may, or, at the request of the Required Lenders shall, take any or all of the following actions: (a) declare the Commitments of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments and obligation obligations shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations under any Swap Contractbut excluding Other Liabilities) to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; (c) require that the Loan Parties Cash Collateralize the L/C Obligations; and (d) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon the occurrence of any Default or Event of Default with respect to any Loan Party or any Material Subsidiary thereof under Section 8.01(f), the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, orshall, at the request of of, or may, with the consent of, the Required Lenders shallLenders, take any or all of the following actions: (a) declare the Commitments commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan PartiesBorrowers; (c) require that the Loan Parties Borrowers Cash Collateralize the L/C ObligationsObligations (in an amount equal to the then Outstanding Amount thereof); and (d) whether or not exercise on behalf of itself, the maturity of Lenders and the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under the Loan Documents; (e) direct the Collateral Agent to exercise on behalf of the Credit Senior Secured Parties all rights and remedies available to the Senior Secured Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit PartiesSecurity Instruments; provided, however, that upon the occurrence of any Event an actual or deemed entry of Default an order for relief with respect to any Loan Party Borrower under the Bankruptcy Code of the United States or any Subsidiary thereof under Section 8.01(f)similar laws of Puerto Rico, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended The Administrative Agent agrees to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, notify SEI promptly after taking any of the Collateralactions set forth in clauses (a), (b) or (c) above, provided that the failure to give such notice shall not affect the validity of any such action.

Remedies Upon Event of Default. If Subject to Section 8.04, if any Event of Default occurs and is continuing, the Administrative Agent may, ormay with the consent of the Required Lenders and shall, at the request of the Required Lenders shallLenders, take any or all of the following actions: (a1) declare the Commitments of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments and obligation shall will be terminated; (b2) declare the obligation of the Issuing Bank to issue any Letter of Credit to be terminated, whereupon such obligations will be terminated; (3) declare the unpaid principal amount of all outstanding LoansLoans and the amount of the unreimbursed drawings under Letters of Credit, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable under any Swap Contract) Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Partieswhereupon such amounts shall be due and payable; (c4) require declare that an amount equal to the Loan Parties Cash Collateralize the L/C Obligations; and maximum amount that may at any time be drawn under all Letters of Credit then outstanding (d) regardless of whether or not the maturity any beneficiary under any such Letter of the Obligations Credit shall have been accelerated pursuant heretopresented, proceed or shall be entitled at such time to protectpresent, enforce and exercise all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law drafts or other appropriate proceedingdocuments or certificates required to draw under such Letters of Credit) to be due and payable, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if whereupon such amount shall have become duebe due and payable; (5) direct Borrower to Cash Collateralize (and Borrower hereby agrees upon receipt of such notice, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon the occurrence of any Event of Default specified in Section 8.01(6) to Cash Collateralize) Letters of Credit in an amount not less than the Minimum Collateral Amount; and (6) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Loan Party the Borrower under Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any Subsidiary thereof under Section 8.01(fsuccessor thereto (the “Bankruptcy Code”), the obligation Commitments of each Lender to make Loans will automatically terminate and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall will automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive ; provided further that the foregoing shall not effect in any way the obligations of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder Lenders under Section 2.02(2)(v) or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the CollateralSection 2.03(5).

Remedies Upon Event of Default. If Subject to Section 8.04, if any Event of Default occurs and is continuing, the Administrative Agent may, orat any time after the Closing Date, with the consent of the Required Lenders and shall, at the request of the Required Lenders shallLenders, take any or all of the following actions: (a1) declare the Commitments of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments and obligation shall will be terminated; (b2) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, the Payment Premium (if any) and all other Obligations (other than Obligations amounts owing or payable under any Swap Contract) Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan PartiesBorrower; (c3) require that the Loan Parties Cash Collateralize the L/C Obligations[reserved]; and (d4) whether or not exercise on behalf of itself and the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise Lenders all rights and remedies of available to it and the Credit Parties Lenders under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, provided that upon the occurrence of any Event an actual or deemed entry of Default an order for relief with respect to any Loan Party the Borrower under Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any Subsidiary thereof under Section 8.01(fsuccessor thereto (the “Bankruptcy Code”), the obligation Commitments of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall will automatically terminate, and the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall will automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein It is intended agreed that any Payment Premium payable above shall be presumed to be exclusive the liquidated damages sustained by each Lender as the result of the early termination, and the Loan Parties agree that it is reasonable under the circumstances currently existing. The Payment Premium shall also be payable in the event that the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other remedy means. EACH LOAN PARTY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PAYMENT PREMIUM IN CONNECTION WITH SUCH PAYMENT PREMIUM OR ACCELERATION. The Loan Parties expressly agree (to the fullest extent that each may lawfully do so) that: (A) the Payment Premium is reasonable and each and every remedy is the product of an arm’s-length transaction between sophisticated business people, ably represented by counsel; (B) the Payment Premium shall be cumulative payable notwithstanding the then-prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Payment Premium; and (D) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in addition this paragraph. The Loan Parties expressly acknowledge that their agreement to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of pay the Payment Premium to the Lenders agrees that it shall not, unless specifically requested as herein described is a material inducement to do so in writing by Agent, take or cause the Lenders to be taken any action, including, provide the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of Commitments and make the CollateralLoans.

Remedies Upon Event of Default. If ‌ (a) Upon the occurrence of and during the continuance of any Event of Default Default, subject to the terms of the DOE Direct Agreement and the Intercreditor Agreement, DOE shall be entitled to exercise any and all of the following remedies (following any applicable notice and cure periods): (i) DOE shall be entitled to seek temporary or permanent injunction, specific performance or other equitable relief specifically to enforce the obligations of the Clean Line Obligors under this Agreement or any other Transaction Document (and each of the Clean Line Parties hereby acknowledges and agrees that its failure to perform its obligations under this Agreement and the other Transaction Documents will cause irreparable harm to DOE and that the remedy at law for any violation or threatened violation thereof would be inadequate); (ii) DOE may elect that Holdings’ representatives on the Coordination Committee shall not have any right to decide, approve, authorize or vote on any matters before the Coordination Committee specifically relating to remedies to be taken against the Clean Line Parties upon such Event of Default; (iii) DOE shall be entitled to suspend (without any consequence to DOE hereunder) performance of any of its condemnation or acquisition obligations under this Agreement or any other Transaction Document; (iv) DOE shall be entitled to exercise all of its rights as a secured creditor of the Clean Line Entities in respect of the Collateral; (v) if an Operational EOD occurs and is continuing, the Agent DOE may, orafter notice and the expiration of any applicable cure period, exercise replacement rights with respect to the Clean Line Entities by appointing another qualified and experienced Person to step in and assume management and operational control of the Project (at the request sole cost and expense of the Required Lenders shallClean Line Parties) and in such circumstances, take DOE may elect that (A) Holdings’ representatives on the Coordination Committee shall cease to have any right to decide, approve, authorize or all of vote on any matters that would otherwise be decided by the following actions:Coordination Committee and (B) the Clean Line Parties shall cease to have any rights to enter into or use any DOE Acquired Real Property or the AR Facilities (except for the rights with respect to Electrical Capacity provided pursuant to Section 2.3); (avi) declare the Commitments of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments and obligation DOE shall be terminatedentitled to draw on the Performance Support to the extent necessary to satisfy any payment obligations of (A) DOE in respect of any Covered Cost, Covered Liability or any other payment paid or payable by DOE in connection with the Project or (B) any Clean Line Obligor due and owing to DOE or any Covered Party; (vii) DOE shall be entitled to default interest at the Default Rate on any overdue and unpaid amounts owing to DOE by any Clean Line Obligor; and (viii) DOE shall be entitled to exercise any and all other remedies available to it at law or in equity. (b) declare the unpaid principal amount Prior to any exercise of all outstanding Loansremedies by DOE, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations under any Swap Contract) to be immediately due and payable, without presentment, demand, protest or other DOE shall provide Holdings notice of any kind, all of which are hereby expressly waived by the Loan Parties; (c) require that the Loan Parties Cash Collateralize the L/C Obligations; and (d) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon the occurrence of any the applicable Event of Default Default. Any costs and expenses incurred by DOE in connection with respect to its exercise of any Loan Party or any Subsidiary thereof under Section 8.01(f), of its remedial rights shall be for the obligation of each Lender to make Loans and any obligation sole account of the L/C Issuer to make L/C Credit Extensions shall automatically terminateClean Line Parties. Except as otherwise set forth herein, the unpaid principal amount each right and remedy of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy DOE hereunder shall be cumulative and shall be in addition to every other right or remedy given hereunder provided herein or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or the beginning of the exercise by DOE of any one or more of any such rights or remedies shall not preclude the simultaneous or later exercise by DOE of any or all other such rights or remedies. (c) Upon the occurrence of and during the continuance of any Event of Default by DOE, the Clean Line Entities shall be entitled to exercise any and all other remedies available to it at law or in equity (following any applicable notice and cure periods); provided that, for the avoidance of doubt, no Event of Default by DOE shall have occurred to the extent that such Event of Default arises as a result of any Governmental Order or Change of Law that sets aside, enjoins or legally prohibits DOE’s performance under this Agreement or any other provision Transaction Document or DOE’s participation in the Project so long as such Governmental Order or Change of Law. Each Law is not directly caused by actions of the Lenders agrees DOE that it shall not, unless are specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, targeted at any of the CollateralClean Line Entities or the Project (and not of a more generally applicable nature) or is a result of a violation of Applicable Law by any of the Clean Line Entities or the occurrence of an Event of Default. Except as otherwise set forth herein, each right and remedy of any Clean Line Party shall be cumulative and shall be in addition to every other right or remedy provided herein or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or the beginning of the exercise by a Clean Line Party of any one or more of any such rights or remedies shall not preclude the simultaneous or later exercise by such Clean Line Party of any or all other such rights or remedies.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent and, if applicable, the Canadian Agent may, or, at the request of the Required Lenders shall, take any or all of the following actions: (a) declare the Commitments of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; (c) require that the Domestic Borrowers Cash Collateralize the Domestic L/C Obligations (other than L/C Borrowings), and require that the Canadian Loan Parties Cash Collateralize the Canadian L/C ObligationsObligations (other than L/C Borrowings); and (d) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon the occurrence entry of any Event of Default an order for relief with respect to any Loan Party or any Subsidiary thereof under Section 8.01(f)any Debtor Relief Law, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations (other than L/C Borrowings) as aforesaid shall automatically become effective, in each case without further act of the Agent Agents, the Canadian Agent, the L/C Issuer, or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, orshall, at the request of of, or may, with the consent of, the Required Lenders shallLenders, take any or all of the following actions: (a) declare the Commitments commitment of each Lender to make Loans and any obligation of the each L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan PartiesBorrower; (c) require that the Loan Parties Borrower Cash Collateralize the L/C ObligationsObligations (in an amount equal to the then Outstanding Amount thereof; provided, however, that the Administrative Agent or applicable L/C Issuer may, at any time and from time to time after the initial deposit of Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations and the Borrower shall deposit such additional Cash Collateral); and (d) whether or not exercise on behalf of itself, the maturity of Lenders and the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise L/C Issuers all rights and remedies of available to it, the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement Lenders and the other L/C Issuers under the Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit PartiesDocuments; provided, however, that upon the occurrence of any Event an actual or deemed entry of Default an order for relief with respect to any Loan Party or any Subsidiary thereof the Borrower under Section 8.01(f)the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the each L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If a. Upon the occurrence of any Event of Default occurs and is continuingDefault, the Agent may, or, at the request of the Required Lenders shall, take any or all of the following actions: (a) declare the Commitments of each Lender commitments to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, Advances and all other Obligations (other than Obligations obligations of Lender and all rights of Borrower under any Swap Contract) the Loan Documents will terminate without notice to be immediately due and payableor demand upon Borrower, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by Borrower. b. Upon the Loan Parties; (c) require that the Loan Parties Cash Collateralize the L/C Obligations; and (d) whether occurrence of any Event of Default, Lender, without notice to or not the maturity of the Obligations shall have been accelerated pursuant heretodemand upon Borrower, which are expressly waived by Borrower, may proceed to protect, exercise and enforce and exercise all its rights and remedies under the Loan Documents against Borrower and such other rights and remedies as are provided by law or equity. Without limiting the generality of the Credit Parties under this Agreementforegoing, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon the occurrence of any Event of Default Lender shall be entitled to accelerate and declare immediately due and payable the principal balance of the Obligations, any accrued and unpaid interest thereon, and all other Obligations, all without notice to or demand upon Borrower. c. The order and manner in which Lender's rights and remedies are to be exercised shall be determined by Lender in its sole discretion. Regardless of how Lender may treat payments received by it for the purpose of its own accounting, for the purpose of computing Borrower's obligations under this Agreement and under the Note, all moneys collected or received by Lender on account of the Obligations, directly or indirectly, shall be applied in the following order of priority: (i) to the payment of all proper and reasonable costs and expenses of Lender incurred in the exercise of Lender's rights and remedies (including attorneys' fees and disbursements and the allocated costs and expenses of in-house legal and other professional services) and all other Obligations (other than interest and principal) owing by Borrower to Lender; (ii) next, to accrued and unpaid interest on the Obligations; and (iii) the balance, if any, to the principal of the Obligations. No application of the payments will cure any Event of Default or prevent the exercise, or continued exercise, of rights or remedies of Lender under this Agreement or under Law. d. Upon the occurrence of any event that would be an Event of Default under Paragraph "g" of Section 7.1 with respect to any Loan Party or any Subsidiary thereof under Section 8.01(f)the passage of time, the obligation principal balance of each Lender to make Loans the Obligations, all accrued and unpaid interest thereon, and any obligation of other sums owing in connection with the L/C Issuer Loan Documents shall be automatically accelerated without notice to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payableor demand on Borrower, and Lender may take such other actions as it deems necessary to protect the obligation interests of Lender under the Loan Parties Documents and to Cash Collateralize collect the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the CollateralObligations.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, or, at the request of the Required Lenders shall, take any or all of the following actions: (a) declare the Commitments of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; (c) require that the Loan Parties Cash Collateralize the L/C Obligations; and (d) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon the occurrence entry of any Event of Default an order for relief with respect to any Loan Party or any Subsidiary thereof under Section 8.01(f)the Bankruptcy Code, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, orshall, at the request of of, or may, with the consent of, the Required Lenders shallLenders, take any or all of the following actions: (a) declare the Commitments commitment of each Lender to make Loans and any obligation of the each L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan PartiesBorrowers; (c) require that the Loan Parties Company Cash Collateralize the L/C ObligationsObligations (in an amount equal to the Minimum Collateral Amount with respect thereto) and Cash Collateralize the Secured Permitted Bilateral Letters of Credit (in an amount equal to the maximum potential drawings thereunder); and (d) whether or not exercise on behalf of itself, the maturity of Lenders and the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise L/C Issuers all rights and remedies of available to it, the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement Lenders and the other L/C Issuers under the Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit PartiesDocuments; provided, however, that upon the occurrence of any Event an actual or deemed entry of Default an order for relief with respect to any Loan Party or any Subsidiary thereof Borrower under Section 8.01(f)the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the any L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties Company to Cash Collateralize the L/C Obligations and Secured Permitted Standalone Letters of Credit as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, or, shall at the request of the Required Lenders shall(or, if a Financial Covenant Event of Default occurs and is continuing, at the request of, or with the consent of, the Required Revolving/Term A Lenders only, and in such case, without limiting Section 9.01(d), only with respect to the Revolving Facility and any Letters of Credit, L/C Credit Extensions, L/C Obligations, the Term A Facility and the Fourth Amendment Increase Term A Facility), take any or all of the following actions: (a) declare the Commitments commitment of each Lender to make Loans and any obligation of the each L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Partieseach Borrower; (c) require that the Loan Parties Borrower Cash Collateralize the L/C ObligationsObligations in an amount equal to the Minimum Collateral Amount; and (d) whether or not exercise on behalf of itself, the maturity of Lenders and the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise L/C Issuers all rights and remedies of available to it, the Credit Parties Lenders and the L/C Issuers under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon the occurrence of any Event an actual or deemed entry of Default an order for relief with respect to any Loan Party or any Subsidiary thereof the Borrower under Section 8.01(f)the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the each L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, or, at the request of the Required Lenders (or, in the event that there are only two (2) Lenders hereunder, any Lender so long as such Lender is a Lender as of the Effective Date and maintains a Commitment not less than the Commitment of such Lender as of the Effective Date), shall, take any or all of the following actions: (a) declare the Commitments of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; (c) require that the Loan Parties Cash Collateralize the L/C Obligations; and (d) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon the occurrence of any Event of Default with respect to any Loan Party or any Subsidiary thereof under Section 8.01(f)) as to any Borrower, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Agent may, or, at the request of the Required Lenders shall, take any or all of the following actions: (a) declare the Commitments of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations under any Swap Contract) to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; (c) require that the Loan Parties Cash Collateralize the L/C Obligations; and (d) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon Upon the occurrence of any Event of Default with respect to any Loan Party or any Subsidiary thereof under Section 8.01(f)by Tenant, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions Landlord shall automatically terminatehave, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every any other remedy given hereunder or now or hereafter existing remedies available to Landlord at law or in equity (all of which remedies shall be distinct, separate and cumulative), the option to pursue any one or more of the following remedies (including, without limitation, during any eviction moratorium, to the extent allowed by statute Applicable Law), each and all of which shall be cumulative and nonexclusive, without any notice or demand whatsoever. 19.2.1 Terminate this Lease, in which event Tenant shall immediately surrender the Premises to Landlord, and if Tenant fails to do so, Landlord may, without prejudice to any other remedy which it may have for possession or arrearages in rent, enter upon and take possession of the Premises and expel or remove Tenant and any other person who may be occupying the Premises or any other provision part thereof, without being liable for prosecution or any claim or damages therefor; and Landlord may recover from Tenant the following: (i) The worth at the time of Law. Each award of the Lenders agrees unpaid rent which has been earned at the time of such termination; plus (ii) The worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that it shall notTenant proves could have been reasonably avoided; plus (iii) The worth at the time of award of the amount by which the unpaid rent for the balance of the Lease Term after the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus (iv) Any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights including but not limited to, brokerage commissions and advertising expenses incurred, expenses of remodeling the Premises or any portion thereof for a new tenant, whether for the same or a different use, and any special concessions made to obtain a new tenant; and (v) At Landlord's election, such other amounts in addition to or in lieu of the Collateralforegoing as may be permitted from time to time by Applicable Law.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, or, may (and at the request of of, or with the consent of, the Required Lenders Lenders, shall, ) take any or all of the following actions: (a) declare the Commitments commitment of each Lender to make Loans and any obligation of the each L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; (c) require that the Loan Parties Cash Collateralize the L/C Obligations; and (d) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; and (d) require that the Loan Parties Cash Collateralize the L/C Obligations; provided, however, that upon the occurrence of any Event an actual or deemed entry of Default an order for relief with respect to any Loan Party or any Subsidiary thereof the Borrower under Section 8.01(f)the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, orshall, at the request of direction of, or may, with the consent of, the Required Lenders shallLenders, take any or all of the following actions: (a) declare the Commitments commitment of each Lender to make Revolving Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan PartiesBorrowers; (c) require that the Loan Parties applicable Borrower Cash Collateralize the L/C ObligationsObligations (in an amount equal to 103% of the then Outstanding Amount thereof); and (d) whether or not exercise on behalf of itself, the maturity of Lenders and the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise L/C Issuer all rights and remedies of available to it, the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement Lenders and the other L/C Issuer under the Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit PartiesDocuments; provided, however, that upon the occurrence of any Event an actual or deemed entry of Default an order for relief with respect to any Loan Party or Borrower under any Subsidiary thereof under Section 8.01(f)Debtor Relief Law, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties applicable Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended In the absence of such direction or consent of the Required Lenders, the Administrative Agent shall (but shall not be obligated to) take such action or refrain from taking such action with respect to be exclusive an Event of any other remedy Default as it shall deem advisable and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each the best interest of the Lenders agrees and the L/C Issuer and solely to the extent permitted hereunder or pursuant to the other Loan Documents. Upon receipt by the Administrative Agent of a direction by the Required Lenders, the Administrative Agent shall seek to enforce the Security Documents and to realize upon the Collateral in accordance with such direction; provided, however, that it the Administrative Agent shall not be obligated to follow any direction by Required Lenders if Administrative Agent reasonably determines that such direction is in conflict with any provisions of any applicable law or any Security Document and the Administrative Agent shall not, unless specifically requested under any circumstance be liable to do so any Lenders or the L/C Issuer for following the direction of the Required Lenders. At all times, if the Administrative Agent acting at the direction of the Required Lenders advises the Lenders that it wishes to proceed in writing by Agent, take or cause good faith with respect to be taken any enforcement action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any each of the CollateralLenders will cooperate in good faith with respect to such enforcement action and will not unreasonably delay the enforcement of the Security Documents.

Remedies Upon Event of Default. If a) Upon the occurrence and during the continuance of any Event of Default occurs and is continuingthat continues beyond any applicable grace period, the Agent may, or, at the request of the Required Lenders shall, take any or all of Lender shall have the following actions: (a) declare the Commitments of each Lender rights and remedies, in addition to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations rights and remedies provided under any Swap Contract) to be immediately due the Loan Agreement and payable, without presentment, demand, protest the Loan Documents or other notice of any kindby law or at equity, all of which are shall be cumulative and may be exercised from time to time, either successively or concurrently. (i) To declare this Stock Pledge Agreement immediately in default and to sell the Stock or any portion thereof, from time to time upon ten (10) days’ prior written notice to Pledgor of the time and place of sale (which notice Pledgors hereby expressly waived agree is commercially reasonable), for cash or upon credit or for future delivery (Pledgors hereby waive all rights, if any, of marshaling the Stock and any other security for the payment of the sums owed by the Loan Parties;Pledgors and the other Borrowers to Lender) and at the option and in the complete discretion of Lender, either: (cA) require that the Loan Parties Cash Collateralize the L/C Obligationsat a public sale or sales, including a sale at any broker’s board or exchange; andor (dB) whether at a private sale or not sales. Lender may bid for and acquire the maturity Stock or any portion thereof at any public sale, free from any redemption rights of any Pledgor or any Corporation, and in lieu of paying cash therefor, may make settlement for the selling price of the Stock or any part thereof by crediting upon the payment of the Obligations of Pledgors and the other Borrowers under the Loan Agreement and the Loan Documents, the net selling price of the Stock, after deducting all of Lender’s costs and expenses of every kind and nature therefrom as provided under the Loan Agreement, including Lender’s attorneys’ fees incurred in connection with realizing upon the Stock. From time to time Lender may, but shall have not be obligated to, postpone the time of any proposed sale of any of the Stock which has been accelerated pursuant heretothe subject of a notice as provided above, proceed and also, upon such notice to protectPledgors as may be required by applicable law, enforce if any, may change the time and place of such sale. (ii) To exercise all rights of a secured party under the UCC and remedies all other applicable laws. b) In the case of any sale by Lender of the Credit Parties under Stock or any portion thereof on credit or for future delivery (pursuant to this AgreementSection 6), any which may be elected at the option and in the complete discretion of Lender, the Stock so sold may, at Lender’s option, either be delivered to the purchaser with proper security retained therefor reasonably satisfactory to Lender or retained by Lender until the selling price is paid by the purchaser, but in either event, Lender shall not incur liability in case of failure of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether purchaser to take up and pay for the specific performance Stock so sold. In case of any covenant or agreement contained such failure, such Stock may again be sold by Lender in the manner provided for in this Stock Pledge Agreement. c) After application of the proceeds of such sale to all reasonable costs and expenses of Lender, including without limitation, legal fees and registration fees and out-of-pocket expenses, if any, in connection with the sale of the Stock, Lender shall apply the residue of the proceeds of any sale or sales of the Stock to the Obligations of Pledgors and the other Borrowers under the Loan Agreement and the other Loan Documents or any instrument pursuant to which in accordance with the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon the occurrence of any Event of Default with respect to any Loan Party or any Subsidiary thereof under Section 8.01(f), the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation terms of the Loan Parties to Cash Collateralize the L/C Obligations Agreement. Lender shall not incur any liability as aforesaid shall automatically become effective, in each case without further act a result of the Agent sale of the Stock at any private sale or sales, and Pledgors hereby waive any claim arising by reason of the fact that the price or prices for which the Stock or any Lender. No remedy herein portion thereof is intended to be exclusive of any other remedy sold at such private sale or sales is less than the price that would have been obtained at a public sale or sales or is less than the amount due under the Loan Agreement and each the Loan Documents, even if Lender accepts the first offer received and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute does not offer the Stock or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested portion thereof to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateralmore than one offeree.

Remedies Upon Event of Default. If an Event of Default occurs with respect to this Note, then, at the Holder’s election, all or any portion of the outstanding principal amount of this Note, plus accrued but unpaid interest thereon, Make-Whole Amounts, liquidated damages and other amounts owing in respect thereof through the Event of Default Redemption Notice Date, shall accelerate and become immediately due and payable in cash and shall be redeemed by the Company at a redemption price equal to the Event of Default Redemption Amount on the applicable Event of Default Redemption Date in accordance herewith. After the occurrence of any Event of Default occurs and is continuingthat results in the eventual acceleration of this Note, the Agent may, or, interest rate on this Note shall accrue at the request EOD Interest Rate. Upon the occurrence of an Event of Default with respect to this Note, the Company shall within one (1) Business Day of becoming aware of such Event of Default deliver written notice thereof via facsimile or electronic mail and overnight courier (with next day delivery specified) (an “Event of Default Notice”) to the Holder. At any time after the earlier of (i) the date of the Required Lenders shallHolder’s receipt of an Event of Default Notice (the “Event of Default Notice”) and (ii) the Holder becoming aware of an Event of Default, take any or all (such earlier date, the “Event of Default Right Commencement Date”) and ending (such ending date, the “Event of Default Right Expiration Date”, and each such period, an “Event of Default Redemption Right Period”) on the sixtieth (60th) Trading Day after the later of (x) the date such Event of Default is cured and (y) the Holder’s receipt of an Event of Default Notice that includes (I) a reasonable description of the following actions: applicable Event of Default, (aII) declare a certification as to whether, in the Commitments opinion of each Lender the Company, such Event of Default is capable of being cured and, if applicable, a reasonable description of any existing plans of the Company to make Loans cure such Event of Default and (III) a certification as to the date the Event of Default occurred and, if cured on or prior to the date of such Event of Default Notice, the applicable Event of Default Right Expiration Date (the “Event of Default Redemption Date”), the Holder may require the Company to redeem (regardless of whether such Event of Default has been cured) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”) to the Company and the date such Event of Default Redemption Notice is deemed delivered to the Company (the “Event of Default Notice Date”), which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to redeem (i) the portion of this Note the Holder is electing to redeem in such Event of Default Redemption and the total Event of Default Redemption Amount to be paid by the Company to the Holder in cash in such Event of Default Redemption pursuant to this Section 6(b), (ii) the Event of Default Redemption Date the Company is required to pay such Event of Default Redemption Amount to the Holder in cash, and (iii) the allocation of such Event of Default Redemption Amount between this Note and any obligation other Notes held by the Holder. Notwithstanding anything to the contrary provided herein or elsewhere, commencing upon the date of an Event of Default, the then Fixed Conversion Price, Amortization Conversion Rate and/or any other Conversion price set forth herein shall automatically be adjusted to equal the lower of (i) the applicable Conversion price then in effect (i.e. the Fixed Conversion Price, the Amortization Conversion Price or others), and (ii) 70% of the L/C Issuer lowest VWAP during the ten (10) day consecutive Trading Days ending on the Trading day immediately prior to make L/C Credit Extensions the relevant Conversion Date or any other conversion of any amounts owed under this Note to the Holder including, but not limited to, any conversion of the Event of Default Redemption Amount (the “EOD Conversion Rate”), provided that in no event shall such EOD Conversion Rate be terminatedless than the Conversion Price Floor, whereupon provided further, that in the event that the EOD Conversion Rate would otherwise be less than the Conversion Price Floor, the Company shall pay to the Holder the Conversion Make-Whole Payment on such Commitments and obligation Conversion Date. Any redemption upon an Event of Default shall be terminated; (b) declare not constitute an election of remedies by the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, Holder; and all other Obligations (other than Obligations under any Swap Contractrights and remedies of the Holder shall be preserved. To the extent redemptions required by this Section 6(b) are deemed or determined by a court of competent jurisdiction to be immediately prepayments of this Note by the Company, such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 6, but subject to Section 4(d) and Section 4(e), at any time prior to the date the Event of Default Redemption Amount is paid in full, the Event of Default Redemption Amount submitted for redemption under this Section 6(b) may be converted, in whole or in part, by the Holder, at its option and in its sole discretion, into Common Stock pursuant to and in accordance with the conversion procedures set forth in Section 4 hereunder, mutatis mutandis except that the Conversion Rate shall be at the EOD Conversion Rate. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the Event of Default Redemption Notice Date through the date all amounts owing thereon are due and payablepaid in full. The portion of the Event of Default Redemption Amount converted by the Holder after the Event of Default Notice Date shall reduce the Event of Default Redemption Amount of this Note required to be redeemed on the Company Event of Default Redemption Date. In the event of the Company’s redemption of any portion of this Note under this Section 6(b), without the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 6(b) is intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty. Upon the payment in full of the Event of Default Redemption Amount, the Holder shall promptly surrender this Note to or as directed by the Company. In connection with such acceleration described herein, the Holder need not provide, and the Company hereby waives, any presentment, demand, protest or other notice of any kindkind (other than the Holder’s election to declare such acceleration), and the Holder may immediately and without expiration of any grace period enforce any and all of which are hereby expressly waived by the Loan Parties; (c) require that the Loan Parties Cash Collateralize the L/C Obligations; and (d) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Holder at any time prior to payment of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon the occurrence of any Event of Default with respect to any Loan Party or any Subsidiary thereof under Section 8.01(f), Redemption Amount hereunder and the obligation of each Lender to make Loans and any obligation Holder shall have all rights as a Holder of the L/C Issuer to make L/C Credit Extensions shall automatically terminateNote until such time, if any, as the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation Holder receives full payment of the Loan Parties Event of Default Redemption Amount pursuant to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Agent or any Lenderthis Section 6(b). No remedy herein is intended to be exclusive such rescission or annulment shall affect any subsequent Event of Default or impair any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateralright consequent thereon.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, orshall, at the request of of, or may, with the consent of, the Required Lenders shall, may take any or all of the following actions: (a) declare the Commitments commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments commitments and obligation obligations shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, prepayment and repayment premiums thereto (if any) and exit fees and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties;; and (c) require that exercise on behalf of itself and the Loan Parties Cash Collateralize the L/C Obligations; and (d) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise Lenders all rights and remedies of available to the Credit Parties Administrative Agent and/or the Lenders under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit PartiesDocuments; provided, however, that upon the occurrence of any an Event of Default with respect to any Loan Party or any Subsidiary thereof under Section 8.01(f9.01(f) or (g), the obligation of each Lender to make any Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest interest, prepayment and repayment premiums, exit fees and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended Upon the acceleration (including automatic acceleration triggered by any insolvency proceeding pursuant to Section 9.01(f)), all outstanding Notes, accrued and unpaid interest, the prepayment and repayment premiums required by Section 2.03(d), the exit fee required by Section 2.07(b) and the other Obligations become immediately due and payable. If the Obligations are accelerated for any reason, the prepayment and repayment premiums required by Section 2.03(d) and the exit fee required by Section 2.07(b) will also be due and payable as though such Obligations were voluntarily prepaid and any discount on the Loans shall be deemed earned in full and, in each case, shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. Any prepayment or repayment premium required by Section 2.03(d) or the exit fee required by Section 2.07(b) payable pursuant to the preceding sentence shall be presumed to be exclusive the liquidated damages sustained by each Lender as the result of the early termination and the Loan Parties agree that it is reasonable under the circumstances currently existing. The prepayment and repayment premiums required by Section 2.03(d) and the exit fee required by Section 2.07(b) shall also be payable, and any discount on the Loans shall be deemed earned in full, in each case, in the event that the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other remedy means. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE BORROWER AND THE OTHER LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT OR REPAYMENT PREMIUM, EXIT FEE AND ANY DISCOUNT ON THE LOANS IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower and each the other Loan Parties expressly agree that (i) the prepayment and every remedy repayment premiums required by Section 2.03(d), the exit fee required by Section 2.07(b) and discount on the Loans provided for herein, are reasonable and are the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the prepayment and repayment premiums required by Section 2.03(d), the exit fee required by Section 2.07(b) and discount on the Loans, shall be cumulative payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between the Lenders and the Borrower and the other Loan Parties giving specific consideration in this transaction for such agreement to pay the prepayment and repayment premiums required by Section 2.03(d), the exit fee required by Section 2.07(b) and discount on the Loans, (iv) the Borrower and the other Loan Parties shall be estopped hereafter from claiming differently than as agreed to in addition to every other remedy given hereunder this paragraph and (v) the prepayment premium required by Section 2.03(d), the exit fee required by Section 2.07(b) and any discount on the Loans represent a good faith, reasonable estimate and calculation of the lost profits or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each damages of the Lenders agrees and that it shall not, unless specifically requested would be impractical and extremely difficult to do so in writing ascertain the actual amount of damages to the Lenders or profits lost by Agent, take or cause to be taken any action, including, the commencement Lenders as a result of any legal or equitable proceedings early termination. The Borrower and the other Loan Parties expressly acknowledge that their agreement to enforce any Loan Document against any Loan Party or pay the prepayment and repayment premiums required by Section 2.03(d) and the exit fee required by Section 2.07(b), as herein described and discount on the Loans to foreclose any Lien onthe Lenders as herein described, or otherwise enforce any security interest in, or other rights to, any of is a material inducement to the CollateralLenders to make the Loans hereunder.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Agent may, orshall, at the request of of, or may, with the consent of, the Required Lenders shallLenders, take any or all of the following actions: (ai) declare the Commitments of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments and obligation shall be terminated; (bii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations under any Swap ContractOther Liabilities) to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; (ciii) require that the Loan Parties Cash Collateralize the L/C Obligations; and; (div) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; and (v) in the event that the Obligations shall have been accelerated pursuant hereto, remove the Inventory Management Agent and/or Funding and Notice Agent under the Master Agency Agreement; provided, howeverthat, that upon the occurrence of any Event of Default with respect to any Loan Party or any Subsidiary thereof under Section 8.01(f), the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders Credit Parties agrees that it that, notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, no Credit Party shall not, unless specifically requested have any right individually to do so in writing by Agent, take or cause to be taken any action, including, the commencement of commence any legal or equitable proceedings to enforce any Loan Document against any Loan Party (including, without limitation, the Facility Guaranty) or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral; it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Agent on behalf of the Credit Parties in accordance with the terms hereof, and all powers, rights and remedies hereunder and under the other Loan Documents with respect thereto may be exercised solely by the Agent. In furtherance of the foregoing, each Lender agrees that it shall not, and hereby waives any right to, take or institute any actions or proceedings, judicial or otherwise, for any right or remedy or asset any other cause of action against any Loan Party (including the exercise of any right of set-off, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings or any other cause of action, or otherwise commence any remedial procedures, against Parent, the Borrower and/or any parent companies with respect to the Loans or any Collateral or any other property of any such Person, in each case, relating to or arising out of this Agreement or the other Loan Documents, without the prior written consent of the Agent.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, or, at the request of the Required Lenders shall, take any or all of the following actions: (a) declare the Commitments of each Lender to make Committed Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Committed Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; (c) require that the Loan Parties Cash Collateralize the L/C Obligations; and (d) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon the occurrence entry of any Event of Default an order for relief with respect to any Loan Party or any Subsidiary thereof under Section 8.01(f)the Bankruptcy Code of the United States of America, the obligation of each Lender to make Committed Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Committed Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If Subject to Section 8.04 and the AAL, if any Event of Default occurs and is continuing, the Administrative Agent may, ormay with the consent of the Required Lenders and shall, at the request of the Required Lenders shallLenders, take any or all of the following actions: (a1) declare the Commitments of each Lender to make Loans and any obligation of the L/C Issuer Issuing Banks to make L/C Credit Extensions and the Swing Line Lender to make Swing Line Loans to be terminated, whereupon such Commitments and obligation shall will be terminated; (b2) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, premium (including the Prepayment Premium, if any) and all other Obligations (other than Obligations amounts owing or payable under any Swap Contract) Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan PartiesBorrower; (c3) require that the Loan Parties Borrower Cash Collateralize the L/C Obligationsthen outstanding Letters of Credit; and (d4) whether or not exercise on behalf of itself and the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise Lenders all rights and remedies of available to it and the Credit Parties Lenders under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, provided that upon the occurrence of any Event an actual or deemed entry of Default an order for relief with respect to the Borrower, any Loan Party Subsidiary of the Borrower that is a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary thereof under Section 8.01(fTitle 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”), the obligation Commitments of each Lender to make Loans and any obligation of the L/C Issuer Issuing Banks to issue Letters of Credit and any obligation of the Swing Line Lender to make L/C Credit Extensions shall Swing Line Loans, will automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall will automatically become due and payable, and the obligation of the Loan Parties Borrower to Cash Collateralize the L/C Obligations Letters of Credit as aforesaid shall will automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, ormay and, at the request of the Required Lenders shallLenders, shall take any or all of the following actions: (a) declare the Commitments commitment of each Lender to make Loans and any obligation of the L/C Issuer Issuers to make L/C Credit Extensions to be terminated, whereupon such Commitments commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan PartiesBorrowers; (c) require that the Loan Parties Borrowers Cash Collateralize the L/C ObligationsObligations (in an amount equal to the then Outstanding Amount thereof); and (d) whether or not exercise on behalf of itself and the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise Lenders all rights and remedies of available to it and the Credit Parties Lenders under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, provided that upon the occurrence of any Event an actual or deemed entry of Default an order for relief with respect to any Loan Party either Borrower under the Bankruptcy Code or any Subsidiary thereof under Section 8.01(f)Debtor Relief Laws , the obligation of each Lender to make Loans and any obligation of the L/C Issuer Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, payable and the obligation of the Loan Parties Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended Notwithstanding anything to the contrary, if the only Events of Default then having occurred and continuing are pursuant to a failure to observe the Financial Covenant, then until such time, if any, as the Required Revolving Credit Lenders have declared the Loans under the Initial Revolving Credit Commitments to be exclusive of any other remedy due and each and every remedy payable, the Administrative Agent shall be cumulative and shall be only take the actions set forth in addition to every other remedy given hereunder or now or hereafter existing this Section 8.02 at law or in equity or by statute or any other provision of Law. Each the request of the Required Revolving Credit Lenders agrees that it shall not, unless specifically requested (as opposed to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the CollateralRequired Lenders).

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, orshall, at the request of of, or may, with the consent of, the Required Lenders shallLenders, take any or all of the following actions: (a) declare the Commitments commitment of each Lender to make Loans and L/C Credit Extensions and any obligation of the L/C Issuer Fronting Banks to make L/C Credit Extensions to be terminated, whereupon such Commitments commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding LoansLoans and L/C Borrowings, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Credit Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Partieseach Borrower; (c) require that the Loan Parties applicable Borrower Cash Collateralize its outstanding Tranche B Letters of Credit with Cash and Cash Equivalents in an amount equal to 102% of the L/C Obligations; andDollar Equivalent of the amount available to be drawn under all such Tranche B Letters of Credit; (d) whether require that the Collateral in any Collateral Account consist solely of Cash and Cash Equivalents or not such other Eligible Securities as the maturity Administrative Agent may permit; and DB1/ 115371409.4 (e) exercise on behalf of itself, the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce Lenders and exercise the Fronting Banks all rights and remedies of available to it, the Lenders and the Fronting Banks under the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit PartiesDocuments; provided, however, that upon the occurrence of any Event of Default an event described in Section 8.01(e) with respect to any Loan Party or any Subsidiary thereof Borrower under Section 8.01(f)an applicable Debtor Relief Law, the obligation of each Lender to make Loans and L/C Credit Extensions and any obligation of the L/C Issuer Fronting Banks to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and L/C Borrowings and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties applicable Borrower to Cash Collateralize the L/C Obligations their Tranche B Letters of Credit as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive The Administrative Agent shall provide written notice of any other remedy and each and every remedy such action to the Parent-Borrower but failure to provide such notice shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or not prevent the Administrative Agent from taking any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any such action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any Upon the occurrence and during the continuation of an Event of Default occurs and is continuingDefault, Lender shall have the Agent mayright, orbut not the obligation, at the request to do any of the Required Lenders shall, take any or all of the following actionsfollowing: (a) declare any amounts payable by Grantor under the Commitments of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions Financing Agreement to be terminated, whereupon such Commitments due and obligation payable immediately and thereupon the same shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations under any Swap Contract) to be become immediately due and payable, payable without presentment, demand, notice of dishonor, protest or other further notice of any kind, all of which are hereby expressly waived by Grantor, anything contained herein to the Loan Partiescontrary notwithstanding (provided that, if such Event of Default occurs under Section 7.4 of the Financing Agreement with respect to Grantor, all such amounts shall become automatically due and payable); (b) proceed to protect and enforce the rights vested in it by this Agreement and under the UCC; (c) require that the Loan Parties Cash Collateralize the L/C Obligations; andcause all revenues hereby pledged as security and all other moneys and other property pledged hereunder to be paid and/or delivered directly to it, and demand, ▇▇▇ for, collect and receive any such moneys and property; (d) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Credit Parties under this Agreement, cause any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or suit in equity or other appropriate proceedingproceeding to be instituted and prosecuted to collect or enforce any obligation or right hereunder or included in the Collateral, whether for the including specific performance enforcement of any covenant or agreement contained herein, or to foreclose or enforce the security interest in all or any part of the Collateral granted herein, or to enforce any other legal or equitable right vested in it by this Agreement and the or by applicable Legal Requirements; (e) foreclose or enforce any other Loan Documents agreement or any other instrument by or under or pursuant to which the Obligations are evidencedissued or secured; (f) incur reasonable expenses, including reasonable attorneys’ fees, reasonable consultants’ fees, and other costs appropriate to the exercise of any right or power under this Agreement; (g) perform any obligation of Grantor hereunder or under any other Financing Document, make payments, submit certificates, purchase, contest or compromise any encumbrance, charge, or lien, pay taxes and expenses and insure, process and preserve the Collateral without, however, any obligation to do so; (h) make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment installments, or otherwise modify the terms of, any Collateral; (i) enter into any extension, reorganization, deposit, merger, consolidation or other agreement pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for, the Collateral or any part thereof; (j) transfer the Collateral or any part thereof to the name of Lender or to the name of Lender’s nominee; (k) take possession of and endorse in the name of Grantor or in the name of Lender, for the account of Grantor, any bills of exchange, checks, drafts, money orders, notes or any other chattel paper, documents or instruments constituting all or any part of the Collateral or received as interest or other payment on or on account of the Collateral or any part thereof; (l) take possession of the Collateral and of any and all books of account and records of Grantor relating to any part of the Collateral, and, if applicable, secure the appointment of a receiver, and arrange for and conduct a sale of the Collateral at public or private sale as Lender may elect, and Lender shall incur no liability as a result of such amount shall have become duesale conducted in a commercially reasonable manner and in accordance with applicable Legal Requirements; (m) appoint another Person (who may be an employee, by declaration officer or otherwiseother representative of Lender) to do any of the foregoing, proceed to enforce the payment thereof or take any other legal action permitted hereunder, as agent for or equitable right representative of, and on behalf of, Lender; (n) execute (in the name, place and stead of the Credit Parties; providedGrantor) endorsements, however, that upon the occurrence assignments and other instruments of any Event of Default conveyance or transfer with respect to any Loan Party all or any Subsidiary thereof under Section 8.01(f), the obligation of each Lender to make Loans and any obligation of the L/C Issuer Collateral; (o) take any other action which Lender deems necessary or desirable to make L/C Credit Extensions shall automatically terminateprotect or realize upon its security interest in the Collateral or any part thereof, and Grantor hereby irrevocably appoints Lender as Grantor’s attorney-in-fact (as set forth in Section 7.2) to take any such action, including the unpaid principal amount execution and delivery of all outstanding Loans any and all interest and other amounts as aforesaid shall automatically become due and payabledocuments or instruments related to the Collateral or any part thereof in Grantor’s name, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid said appointment shall automatically become effective, create in each case without further act of the Agent or any Lender. No remedy herein is intended to Lender a power coupled with an interest which shall be exclusive of irrevocable; (p) exercise any other remedy and each and every remedy shall be cumulative and shall be in addition or additional rights or remedies granted to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or Lender under any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take this Agreement or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien onFinancing Document, or otherwise enforce exercisable by a secured party under the UCC or under any security interest in, or other rights to, any of the Collateral.applicable Legal Requirement; or

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, orshall, at the request of of, or may, with the consent of, the Required Lenders shallLenders, take any or all of the following actions: (a) declare the Commitments commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan PartiesBorrower; (c) require that the Loan Parties Borrower Cash Collateralize the L/C ObligationsObligations (in an amount equal to the then Outstanding Amount thereof); and (d) whether or not exercise on behalf of itself and the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise Lenders all rights and remedies of available to it and the Credit Parties Lenders under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Partieslaw; provided, however, that upon the occurrence of any Event an actual or deemed entry of Default an order for relief with respect to any Loan Party or any Subsidiary thereof the Borrower under Section 8.01(f)the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall notNOTWITHSTANDING THE FOREGOING, unless specifically requested to do so in writing by AgentTHE ADMINISTRATIVE AGENT AND THE LENDERS EXPRESSLY ACKNOWLEDGE AND AGREE THAT ANY TRANSFER OF THE PLEDGED SECURITIES, take or cause to be taken any actionOR ANY EXERCISE OF CONTROL WITH RESPECT THERETO, includingIS SUBJECT TO, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien onAND SHALL BE EFFECTED SOLELY IN COMPLIANCE WITH, or otherwise enforce any security interest inAPPLICABLE REGULATORY REQUIREMENTS; PROVIDED THAT THIS ACKNOWLEDGMENT AND AGREEMENT IS MADE SOLELY FOR THE BENEFIT OF APPLICABLE GOVERNMENTAL AND REGULATORY AUTHORITIES AND SHALL NOT BE CONSTRUED AS A COVENANT AS BETWEEN THE ADMINISTRATIVE AGENT AND THE LENDERS, or other rights toON THE ONE HAND, any of the CollateralAND THE BORROWER OR ANY OF ITS SUBSIDIARIES, ON THE OTHER HAND.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Agent may, orAdministrative Agent: (a) shall, at the request of of, or may, with the consent of, the Required Lenders shallRevolving Lenders, take any or all of the following actions: (ai) declare the Commitments Revolving Commitment of each Revolving Lender to make Revolving Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments commitments and obligation shall be terminated; (bii) declare the unpaid principal amount of all outstanding Revolving Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document with respect to the Revolving Credit Facility to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan PartiesBorrower; (ciii) require that the Loan Parties Borrower Cash Collateralize the L/C ObligationsObligations (in an amount equal to the then Outstanding Amount thereof); and (div) whether or not subject to the maturity Intercreditor Agreement, exercise on behalf of itself, the Obligations shall have been accelerated pursuant heretoRevolving Lenders, proceed to protect, enforce the Swing Line Lender and exercise the L/C Issuer all rights and remedies of available to it, the Credit Parties Lenders, the Swing Line Lender and the L/C Issuer under this Agreement, any of the other Loan Documents or applicable Lawlaw; and (b) shall, includingat the request of, but not limited toor may, by suit in equitywith the consent of, action at law the Required Term Lenders under any Term Facility, take any or all of the following actions: (i) declare the Term Commitment of each Term Lender under such Facility to make Term Loans to be terminated, whereupon such commitments shall be terminated; (ii) declare the unpaid principal amount of all outstanding Term Loans under such Facility, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document with respect to such Facility to be immediately due and payable, without presentment, demand, protest or other appropriate proceeding, whether for the specific performance notice of any covenant or agreement contained in this Agreement kind, all of which are hereby expressly waived by the Borrower; and (iii) subject to the Intercreditor Agreement, exercise on behalf of itself and the other Term Lenders under such Facility all rights and remedies available to it and the Term Lenders under such Facility under the Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Partiesapplicable law; provided, however, that upon the occurrence of any Event an actual or deemed entry of Default an order for relief with respect to any Loan Credit Party or any Subsidiary thereof under Section 8.01(f)the Bankruptcy Code, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, ormay and, at the request of the Required Lenders shallLenders, shall take any or all of the following actions:actions (or, to the extent such Event of Default solely comprises a Financial Covenant Event of Default, prior to the expiration of the Term Loan Standstill Period, at the request of the Required Revolving Credit Lenders under the Revolving Credit Facility only, and in such case only with respect to the Revolving Credit Commitments, Swing Line Loans, and any Letters of Credit): (ai) declare the Commitments commitment of each Lender to make Loans and any obligation of the L/C Issuer Issuers to make L/C Credit Extensions to be terminated, whereupon such Commitments commitments and obligation shall be terminated; (bii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan PartiesBorrower; (ciii) require that the Loan Parties Borrower Cash Collateralize the L/C ObligationsObligations (in an amount equal to the then Outstanding Amount thereof); and (div) whether or not exercise on behalf of itself and the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise Lenders all rights and remedies of available to it and the Credit Parties Lenders under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, provided that upon the occurrence of any Event an actual or deemed entry of Default an order for relief with respect to any Loan Party Borrower under the Bankruptcy Code of the United States or any Subsidiary thereof under Section 8.01(f)Debtor Relief Laws, the obligation of each Lender to make Loans and any obligation of the L/C Issuer Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, payable and the obligation of the Loan Parties Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended ; provided further that in the event of an Event of Default that solely comprises a Financial Covenant Event of Default, if the Borrower shall have delivered a Notice of Intent to Cure prior to the Cure Expiration Date, none of the actions in Section 8.02 may be exclusive taken as a result of such Event of Default until the Cure Expiration Date (but it being understood that unless a Cure Amount in an amount sufficient to cure such Event of Default has been provided in accordance with Section 8.04, such actions under this Section 8.02 may then be taken on and following the Cure Expiration Date and that, notwithstanding anything contained herein, for the avoidance of doubt and not in limitation of any other remedy and each and every remedy provision hereof, none of any Revolving Credit Lender, Swing Line Lender or L/C Issuer shall be cumulative and shall be in addition required to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or make any other provision Credit Extension while a Financial Covenant Event of Law. Each Default is continuing even if a Notice of the Lenders agrees that it shall not, unless specifically requested Intent to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the CollateralCure has been delivered).

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, subject to Section 4.04, the Administrative Agent may, orshall, at the request of of, or may, with the consent of, the Required Lenders shallLenders, take any or all of the following actions: (a) declare the Commitments commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan PartiesBorrowers; (c) require that the Loan Parties Company Cash Collateralize the L/C ObligationsObligations (in an amount equal to the Minimum Collateral Amount with respect thereto); and (d) whether or not exercise on behalf of itself, the maturity of Lenders and the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise L/C Issuer all rights and remedies of available to it, the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement Lenders and the other L/C Issuer under the Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit PartiesDocuments; provided, however, that upon the occurrence of any Event an actual or deemed entry of Default an order for relief with respect to any Loan Party or any Subsidiary thereof Borrower under Section 8.01(f)the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties Company to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended Notwithstanding anything in this Agreement to be exclusive of any other remedy the contrary, for a period commencing on the Closing Date and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or ending on the date falling 90 days after the Closing Date (the “Clean-up Date”), notwithstanding any other provision of Law. Each any Loan Document, any breach of covenants, misrepresentation or other default which arises with respect to the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause Perry Group will be deemed not to be a breach of representation or warranty, a breach of covenant or an Event of Default, as the case may be, if: (i) it is capable of remedy and reasonable steps are being taken any actionto remedy it; (ii) the circumstances giving rise to it have not been procured or authorized by the Reporting Company knowingly in breach of this Agreement; (iii) it is not reasonably likely to have a Material Adverse Effect on the Reporting Company and its Subsidiaries, includingon a consolidated basis; or (iv) it is not in breach of Section 8.01(a), (f) or (g). If the commencement relevant circumstances are continuing on or after the Clean-up Date, there shall be a breach of any legal representation or equitable proceedings to enforce any Loan Document against any Loan Party warranty, breach of covenant or to foreclose any Lien onEvent of Default, or otherwise enforce any security interest inas the case may be, or other rights to, any of notwithstanding the Collateralabove.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Agent may, or, at the request of the Required Lenders shall, take any or all of the following actions: (a) declare the Commitments of each Lender to make Committed Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Committed Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations under any Swap Contract) to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; (c) require that the Loan Parties Cash Collateralize the L/C Obligations; and (d) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon the occurrence of any Event of Default with respect to any Loan Party or any Subsidiary thereof under Section 8.01(f), the obligation of each Lender to make Committed Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Committed Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, or, at the request of the Required Lenders shall, take any or all of the following actions: (a) declare the Commitments of each Lender to make Loans and any obligation of the L/C LC Issuer to make L/C LC Credit Extensions to be terminated, whereupon such Commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; (c) require that the Loan Parties Cash Collateralize the L/C ObligationsLC Obligations (in an amount equal to 105% of the then Outstanding Amount thereof); and (d) whether or not the maturity of any of the Secured Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Secured Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon the occurrence of any Event of Default with respect to any Loan Party or any Subsidiary thereof under Section 8.01(f) or Section 8.101(g), the obligation of each Lender to make Loans and any obligation of the L/C LC Issuer to make L/C LC Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C LC Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, ormay and, at the request of the Required Lenders shallLenders, shall take any or all of the following actions: (a) declare the Commitments commitment of each Lender to make Loans and any obligation of the L/C Issuer Issuers to make L/C Credit Extensions to be terminated, whereupon such Commitments commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan PartiesBorrowers; (c) require that the Loan Parties Borrowers Cash Collateralize the L/C ObligationsObligations (in an amount equal to the then Outstanding Amount thereof); and (d) whether or not exercise on behalf of itself and the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise Lenders all rights and remedies of available to it and the Credit Parties Lenders under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, provided that upon the occurrence of any Event an actual or deemed entry of Default an order for relief with respect to any Loan Party either Borrower under the Bankruptcy Code or any Subsidiary thereof under Section 8.01(f)Debtor Relief Laws, the obligation of each Lender to make Loans and any obligation of the L/C Issuer Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, payable and the obligation of the Loan Parties Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended Notwithstanding anything to the contrary, if the only Events of Default then having occurred and continuing are pursuant to a failure to observe the Financial Covenant, then until such time, if any, as the Required Revolving Credit Lenders have declared the Loans under the Initial2021 Refinancing Revolving Credit Commitments to be exclusive of any other remedy due and each and every remedy payable, the Administrative Agent shall be cumulative and shall be only take the actions set forth in addition to every other remedy given hereunder or now or hereafter existing this Section 8.02 at law or in equity or by statute or any other provision of Law. Each the request of the Required Revolving Credit Lenders agrees that it shall not, unless specifically requested (as opposed to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the CollateralRequired Lenders).

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, or, and at the request of the Required Lenders shallLenders, shall take any or all of the following actions:actions (it being understood that during any period during which an Event of Default under Section 8.10 exists solely with respect to the Revolving Credit Facility, the Administrative Agent may, and at the request of the Majority Facility Lenders in respect of the Revolving Credit Facility, shall take any of the actions described below solely as they relate to the Revolving Credit Facility): (a) declare the Commitments commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be |US-DOCS\126402975.16140630557.8|| immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Partieseach Borrower; (c) require that the Loan Parties Borrowers Cash Collateralize the L/C ObligationsObligations (in an amount equal to 103% the then Outstanding Amount thereof); and (d) whether or not exercise, on behalf of itself, the maturity of Lenders and the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise L/C Issuers all rights and remedies of available to it, the Credit Parties Lenders and the L/C Issuers under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon the occurrence of any Event of Default an event with respect to any Loan Party or any Subsidiary thereof under Borrower described in Section 8.01(f9.01(f), the obligation of each Lender to make Loans and any obligation of the each L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case case, without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Agent may, or, at the request of the Required Lenders shall, take any or all of the following actions: (a) declare the Revolving Commitments of each Revolving Lender to make Committed Revolving Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Revolving Commitments and obligation shall be terminated; (b) [Reserved] (c) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations under any Swap Contract) to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; (cd) require that capitalize any accrued and unpaid interest by adding such amount to the Loan Parties Cash Collateralize outstanding principal balance of the L/C Obligations; andLoans, at which time such capitalized amount shall bear interest at the Default Rate; (de) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; ; (f) seek the appointment of a receiver, receiver-manager, monitor or keeper (a possession of all or any portion of the Collateral of Loan Parties or to operate same and, to the maximum extent permitted by law, may seek the appointment of such a receiver without the requirement of prior notice or a hearing. Any such Receiver shall, so far as concerns responsibility for his/her acts, be deemed agent of Loan Parties and not Agent and the Lenders, and Agent and the Lenders shall not be in any way responsible for any misconduct, negligence or non-feasance on the part of any such Receiver, his/her servants or employees. Subject to the provisions of the instrument appointing him/her, any such Receiver shall have power to take possession of Collateral of the Loan Parties, to preserve Collateral of the Loan Parties or its value, to carry on or concur in carrying on all or any part of the business of the Loan Parties and to sell, lease, license or otherwise dispose of or concur in selling, leasing, licensing or otherwise disposing of Collateral of the Loan Parties. To facilitate the foregoing powers, any such Receiver may, to the exclusion of all others, including the Loan Parties, enter upon, use and occupy all premises owned or occupied by the Loan Parties wherein Collateral of the Loan Parties may be situated, maintain Collateral of the Loan Parties upon such premises, borrow money on a secured or unsecured basis and use Collateral of the Loan Parties directly in c otherwise, as such Receiver shall, in its discretion, determine. Except as may be otherwise directed by Agent, all money received from time to time by such Receiver in carrying out his/her appointment shall be received in trust for and paid over to Agent. Every such Receiver may, in the discretion of Agent, be vested with all or any of the rights and powers of Agent and the Lenders. Agent may, either directly or through its nominees, exercise any or all powers and rights given to a Receiver by virtue of the foregoing provisions of this paragraph; (g) The Agent or any Lender may purchase, in any public or private sale conducted by the Agent (whether by judicial action or otherwise) in accordance with applicable Law, all or any portion of the Collateral. The Lenders hereby irrevocably authorize the Agent, upon written consent of the Required Lenders, to Credit Bid (in an amount and on such terms as may be directed by the Required Lenders) and purchase at any such sale (either directly or through one or more acquisition vehicles) all or any portion of the Collateral on behalf of and for the benefit of the Lenders. provided, however, that upon the occurrence of any Event of Default with respect to any Loan Party or any Subsidiary thereof under Section 8.01(f), the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Agent or any Lender; and Section 8.01(a), 8.01(f), 8.01(g), 8.01(k), or 8.01(s), in which case the remedies under Section 8.02 require 1 Business Day notice to the Loan Parties or the Monitor). No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, orshall, at the request of of, or may, with the consent of, the Required Lenders shallLenders, take any or all of the following actions: (a) declare the Commitments commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, thereon and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties;Borrower; and (c) require that exercise on behalf of itself and the Loan Parties Cash Collateralize the L/C Obligations; and (d) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise Lenders all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement available to it and the other Lenders under the Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit PartiesDocuments; provided, however, that that, upon the occurrence of any Event an actual or deemed entry of Default an order for relief with respect to any Loan Party or any Subsidiary thereof the Borrower under Section 8.01(f)the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended If the Obligations are accelerated for any reason, the prepayment premium required by Section 2.03(e) will also be due and payable as though such Obligations were voluntarily prepaid and any discount on the Loans shall be deemed earned in full and, in each case, shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. Any prepayment premium required by Section 2.03(e) payable pursuant to the preceding sentence shall be presumed to be exclusive of any other remedy and the liquidated damages sustained by each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each Lender as the result of the Lenders early termination and the Borrower agrees that it is reasonable under the circumstances currently existing. The prepayment premium required by Section 2.03(e) shall notalso be payable and any discount on the Loans shall be deemed earned in full, unless specifically requested in each case, in the event that the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM AND ANY DISCOUNT ON THE LOANS IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees that (i) the prepayment premium required by Section 2.03(e) and any discount on the Loans provided for herein is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the prepayment premium required by Section 2.03(e) and any discount on the Loans shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to do so pay the prepayment premium required by Section 2.03(e) and any discount on the Loans and (iv) the Borrower shall be estopped hereafter from claiming differently than as agreed to in writing this paragraph. The Borrower expressly acknowledges that its agreement to pay the prepayment premium required by Agent, take or cause Section 2.03(e) and any discount on the Loans to be taken any action, including, the commencement of any legal or equitable proceedings Lenders as herein described is a material inducement to enforce any Loan Document against any Loan Party or the Lenders to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of make the CollateralLoans hereunder.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, or, may (and at the request of of, or with the consent of, the Required Lenders Lenders, shall, ) take any or all of the following actions: (a) declare the Commitments commitment of each Lender to make Loans and any obligation of the each L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; (c) require that the Loan Parties Cash Collateralize the L/C Obligations; and (d) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; and (d) require that the Loan Parties provide Letter of Credit Cash Collateralization in accordance with Section 2.03(n); provided, howeverhowever that, that upon the occurrence of any Event an actual or deemed entry of Default an order for relief with respect to any Loan Party or any Subsidiary thereof the Borrower under Section 8.01(f)the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any an Event of Default occurs shall have occurred and is be continuing, the Agent then Lender may, orat its sole option, at the request of the Required Lenders shall, take exercise any one or all more of the following actions: rights and remedies, and any other remedies provided in any of the Loan Documents, as Lender in its sole discretion may deem necessary or appropriate, all of which remedies shall be deemed cumulative, and not alternative: (ai) cease making Advances or extensions of financial accommodations in any form to or for the benefit of Borrower and declare the Commitments of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereonof, and all interest then accrued on, the Notes and any other Obligations (other than Obligations under any Swap Contract) liabilities hereunder to be immediately forthwith due and payable, whereupon the same shall become immediately due and payable without presentment, demand, protest protest, notice of default, notice of acceleration or of intention to accelerate or other notice of any kind, kind all of which are Borrower hereby expressly waived by waives, anything contained herein or in the Loan Parties; (c) require that the Loan Parties Cash Collateralize the L/C Obligations; and (d) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon Notes Upon the occurrence and during the continuance of any Event of Default with respect Default, Lender is hereby authorized at any time and from time to time, without notice to Borrower (any Loan Party or any Subsidiary thereof under Section 8.01(fsuch notice being expressly waived by Borrower), to set off and apply any and all moneys, securities or other property of Borrower and the obligation proceeds therefrom, now or hereafter held or received by or in transit to Lender or its agents, from or for the account of each Lender to make Loans Borrower, whether for safe keeping, custody, pledge, transmission, collection or otherwise, and also upon any and all deposits (general or special) and credits of Borrower, and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest claims of Borrower against Lender at any time existing. Lender agrees promptly to notify Borrower after any such setoff and other amounts as aforesaid application, provided that the failure to give such notice shall automatically become due not affect the validity of such setoff and payable, and the obligation application. The rights of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be Lender under this Section 11.2 are in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, rights and remedies (including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien onwithout limitation, or otherwise enforce any security interest in, or other rights to, any of the Collateralsetoff) which Lender may have.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, or, at the request of the Required Lenders shall, take any or all of the following actions: (a) declare the Commitments Commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; (c) require that the Loan Parties Cash Collateralize cash collateralize the L/C Obligations; andExposure; (d) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, may (and at the direction of the Required Lenders, shall) proceed to protect, enforce and exercise all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; 108 provided, however, that upon the occurrence of any Event of Default with respect to any Loan Party or any Subsidiary thereof under Section 8.01(f7.01(h) or (i), the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize cash collateralize the L/C Obligations Exposure as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any LenderLender and without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, orshall, at the request of of, or may, with the consent of, the Required Lenders shallLenders, take any or all of the following actions:actions (it being understood that during any period during which an Event of Default under Section 8.11 exists, the Administrative Agent shall, at the request of, or may, with the consent of, the Revolving Credit Lenders holding more than fifty percent (50%) of the Revolving Credit Commitments take any of the following actions solely as they relate to Revolving Credit Loans and/or the Revolving Credit Commitments): (a) declare the Commitments commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan PartiesBorrower; (c) require that the Loan Parties Borrower Cash Collateralize the L/C ObligationsObligations (in an amount equal to the then Outstanding Amount thereof); and (d) whether or not exercise on behalf of itself, the maturity of Lenders and the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise L/C Issuer all rights and remedies of available to it, the Credit Parties Lenders and the L/C Issuer under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon the occurrence of any Event an actual or deemed entry of Default an order for relief with respect to any Loan Party or any Subsidiary thereof the Borrower under Section 8.01(f)the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, orshall, at the request of of, or may, with the consent of, the Required Lenders shallLenders, take any or all of the following actions: (a) declare the Commitments commitment of each Lender to make Loans and any obligation of the each L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan PartiesBorrowers; (c) require that the Loan Parties Administrative Borrower Cash Collateralize the L/C ObligationsObligations and/or the Designated Borrowers Cash Collateralize their respective L/C Obligations (in each case in an amount equal to the Minimum Collateral Amount with respect thereto); and (d) whether or not exercise on behalf of itself, the maturity of Lenders and the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise L/C Issuers all rights and remedies of available to it, the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement Lenders and the other L/C Issuers under the Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit PartiesDocuments; provided, however, that upon the occurrence of any Event an actual or deemed entry of Default an order for relief with respect to any Loan Party Borrower under the Bankruptcy Code or any Subsidiary thereof under Section 8.01(f)other applicable Debtor Relief Law, the obligation of each Lender to make Loans and any obligation of the each L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any an Event of Default occurs and is continuingcontinuing (other than in the case of an Event of Default under Section 11.3(a) with respect to any default of performance or compliance with the covenant under Section 10.7), the Administrative Agent mayshall, or, at upon the written request of the Required Lenders shallLenders, take by written notice to the Borrower, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against Holdings and the Borrower, except as otherwise specifically provided for in this Agreement: (i) declare the Total Revolving Credit Commitment terminated, whereupon the Revolving Credit Commitment of each Lender shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind, (ii) declare the Total 2020 Letter of Credit Commitment terminated, whereupon the 2020 Letter of Credit Commitment of each Lender shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind, (iii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower to the extent permitted by applicable law, (iv) terminate any Letter of Credit that may be terminated in accordance with its terms, and/or (v) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s Reimbursement Obligations for Unpaid Drawings that may subsequently occur thereunder, equal to 101% of the aggregate Stated Amount of all Letters of Credit issued and then outstanding; provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent shall occur automatically without the giving of any such notice. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, provided that the actions hereinafter described will be permitted to occur only following actions:the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised, and at any time thereafter during the continuance of such event, the Administrative Agent shall, (a) declare the Commitments Total Revolving Credit Commitment terminated, whereupon the Revolving Credit Commitment of each Lender to make Loans and Swingline Commitment of each Swingline Lender, shall forthwith terminate immediately and any obligation Fees theretofore accrued shall forthwith become due and payable without any other notice of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments any kind; and obligation shall be terminated; (b) declare the unpaid principal amount of all Revolving Loans then outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations under any Swap Contract) to be immediately due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter, during the continuance of such event, be declared to be due and payable), and thereupon the principal of the Revolving Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; Borrower (c) require that to the Loan Parties Cash Collateralize extent permitted by applicable law). On or after the L/C Obligations; and (d) whether or not date on which the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Required Revolving Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited toLenders have, by suit in equitywritten request to the Administrative Agent, elected to take the action at law or other appropriate proceeding, whether for the specific performance under clause (iii) above as a result of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon the occurrence of any an Event of Default with respect to any Loan Party or any Subsidiary thereof under Section 8.01(f11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, (1) the Required Term Loan Lenders may, upon the written request of the Required Term Loan Lenders to the Administrative Agent, elect to declare the Term Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter, during the continuance of such event, be declared to be due and payable), and thereupon the obligation of each Lender to make Loans and any obligation principal of the L/C Issuer Term Loans so declared to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower (to the extent permitted by applicable law). On or after the date on which the Required Revolving Credit Lenders have, by written request to the Administrative Agent, elected to take the action under clause (iii) above as a result of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, (1) the Required 2020 Additional Revolving Credit Lenders may, upon the written request of the Required 2020 Additional Revolving Credit Lenders to the Administrative Agent, elect to declare the Total 2020 Letter of Credit Commitment terminated and the obligation of the Loan Parties to Cash Collateralize the 2020 L/C Obligations as aforesaid shall automatically become effectivethen outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter, during the continuance of such event, be declared to be due and payable), and thereupon the 2020 Letter of Credit Commitment of each case Lender shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable without further act any other notice of any kind and the 2020 L/C Obligations so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Agent Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or any Lender. No remedy herein is intended to be exclusive other notice of any other remedy and each and every remedy shall be cumulative and shall be in addition kind, all of which are hereby waived by the Borrower (to every other remedy given hereunder or now or hereafter existing at law or in equity or the extent permitted by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateralapplicable law).

Remedies Upon Event of Default. If Upon the occurrence of any Event event of Default occurs default by Tenant, Landlord shall have, in addition to any other remedies available to Landlord at law or in equity (all of which remedies shall be distinct, separate and is continuingcumulative), the Agent may, or, at the request of the Required Lenders shall, take option to pursue any one or all more of the following actions: remedies (a) declare the Commitments of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations under any Swap Contract) to be immediately due and payableincluding, without presentmentlimitation, demandduring any eviction moratorium, protest or other notice of any kindto the extent allowed by Applicable Law), each and all of which are hereby expressly waived by shall be cumulative and nonexclusive, without any notice or demand whatsoever. 19.2.1 Terminate this Lease, in which event ▇▇▇▇▇▇ shall immediately surrender the Loan Parties; (c) require that the Loan Parties Cash Collateralize the L/C Obligations; and (d) whether Premises to Landlord, and if Tenant fails to do so, Landlord may, without prejudice to any other remedy which it may have for possession or not the maturity arrearages in rent, enter upon and take possession of the Obligations shall Premises and expel or remove ▇▇▇▇▇▇ and any other person who may be occupying the Premises or any part thereof, without being liable for prosecution or any claim or damages therefor, and Landlord may recover from Tenant the following: 19.2.1.1 The worth at the time of award of any unpaid rent which has been earned at the time of such termination; plus 19.2.1.2 The worth at the time of award of the amount by which the unpaid rent which would have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus 19.2.1.3 The worth at the time of award of the Credit Parties amount by which the unpaid rent for the balance of the Lease Term after the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus 19.2.1.4 Any other amount necessary to compensate Landlord for all the detriment proximately caused by ▇▇▇▇▇▇’s failure to perform its obligations under this AgreementLease or which in the ordinary course of things would be likely to result therefrom, any of the other Loan Documents or applicable Law, including, specifically including but not limited to, by suit in equitybrokerage commissions and advertising expenses incurred, action at law expenses of remodeling the Premises or other appropriate proceedingany portion thereof for a new tenant, whether for the specific performance of any covenant same or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenceda different use, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon the occurrence of any Event of Default with respect to any Loan Party or any Subsidiary thereof under Section 8.01(f), the obligation of each Lender to make Loans and any obligation of the L/C Issuer special concessions made to make L/C Credit Extensions shall automatically terminateobtain a new tenant; and 19.2.1.5 At Landlord’s election, the unpaid principal amount of all outstanding Loans and all interest and such other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each lieu of the Lenders agrees that it shall not, unless specifically requested foregoing as may be permitted from time to do so in writing time by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateralapplicable law.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, or, at the request of the Required Lenders shall, take any or all of the following actions: (a) declare the Commitments of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; (c) require that the Loan Parties Cash Collateralize the L/C Obligations; and (d) whether or not the maturity of the Obligations Loans shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon the occurrence entry of any Event of Default an order for relief with respect to any Loan Party or any Subsidiary thereof under Section 8.01(f)the Bankruptcy Code of the United States of America, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, orshall, at the request of of, or may, with the consent of, the Required Lenders shallLenders, take any or all of the following actions: (a) declare the Commitments commitment of each Lender to make Loans and any obligation of the each L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan PartiesBorrowers; (c) require that the Loan Parties Administrative Borrower Cash Collateralize the L/C ObligationsObligations and/or the Designated Borrowers Cash Collateralize their respective L/C Obligations (in each case in an amount equal to the Minimum Collateral Amount with respect thereto); and (d) whether or not exercise on behalf of itself, the maturity of Lenders and the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise L/C Issuers all rights and remedies of available to it, the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement Lenders and the other L/C Issuers under the Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit PartiesDocuments; provided, however, that upon the occurrence of any Event an actual or deemed entry of Default an order for relief with respect to any Loan Party Pary under the Bankruptcy Code or any Subsidiary thereof under Section 8.01(f)other applicable Debtor Relief Law, the obligation of each Lender to make Loans and any obligation of the each L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If Without limiting any Event of Default occurs and is continuing, the Agent may, or, at the request other rights or remedies of the Required Lenders shallCreditors provided for elsewhere in this Agreement, take any or all of the following actionsother Loan Documents, or by applicable Law, or in equity, or otherwise: (a) declare Upon the occurrence of any Event of Default other than an Event of Default described in Section 10.1(n) with respect to Borrower: (1) the Commitments to make Advances, the obligation of each the Issuing Lender to issue Letters of Credit, the obligation of the Swing Line Lender to make Swing Line Loans and any obligation all other obligations of the L/C Issuer Creditors and all rights of Borrower and any other Parties under the Loan Documents shall be suspended without notice to make L/C Credit Extensions or demand upon Borrower which are expressly waived by Borrower, except that all of the Lenders or the Requisite Lenders (as the case may be, in accordance with Section 12.2) may waive an Event of Default or, without waiving, determine, upon terms and conditions satisfactory to be terminatedthe Lenders or Requisite Lenders, whereupon such as the case may be, to reinstate the Commitments and obligation such other obligations and rights and make further Advances, and cause the Issuing Lender to issue further Letters of Credit which waiver or determination shall apply equally to, and shall be terminatedbinding upon, all the Lenders; (b2) declare the unpaid principal Issuing Lender may, with the approval of the Administrative Agent on behalf of the Requisite Lenders, demand immediate payment by Borrower of an amount equal to the aggregate amount of all outstanding LoansLetters of Credit to be held by the Issuing Lender in an interest-bearing cash collateral account as collateral hereunder; and (3) the Requisite Lenders may request the Administrative Agent to, and the Administrative Agent thereupon shall, terminate the Commitments and/or declare all or any part of the unpaid principal of all Notes, all interest accrued and unpaid thereon, thereon and all other Obligations (other than Obligations amounts payable under any Swap Contract) the Loan Documents to be immediately forthwith due and payable, whereupon the same shall become and be forthwith due and payable, without protest, presentment, demandnotice of dishonor, protest demand or other further notice of any kind, all of which are hereby expressly waived by Borrower. (b) Upon the occurrence of any Event of Default described in Section 10.1(n) with respect to Borrower: (1) the Commitments to make Advances, the obligation of the Issuing Lender to issue Letters of Credit, the obligation of the Swing Line Lender to make Swing Line Loans and all other obligations of the Creditors and all rights of Borrower and any other Parties under the Loan PartiesDocuments shall terminate without notice to or demand upon Borrower, which are expressly waived by Borrower, except that all of the Lenders may waive the Event of Default or, without waiving, determine, upon terms and conditions satisfactory to all the Lenders, to reinstate the Commitments and such other obligations and rights and make further Advances and to cause the Issuing Lender to issue further Letters of Credit, which determination shall apply equally to, and shall be binding upon, all the Lenders; (2) an amount equal to the aggregate amount of all outstanding Letters of Credit shall be immediately due and payable to the Issuing Lender without notice to or demand upon Borrower, which are expressly waived by Borrower, to be held by the Issuing Lender in an interest-bearing cash collateral account as collateral hereunder; and (3) the unpaid principal of all Notes, all interest accrued and unpaid thereon and all other amounts payable under the Loan Documents shall be forthwith due and payable, without protest, presentment, notice of dishonor, demand or further notice of any kind, all of which are expressly waived by Borrower. (c) require Upon the occurrence, and during the continuance, of any Event of Default, the Creditors, or any of them, without notice to (except as expressly provided for in any Loan Document) or demand upon Borrower, which are expressly waived by Borrower (except as to notices expressly provided for in any Loan Document), may proceed (but only with the consent of the Requisite Lenders) to protect, exercise and enforce their rights and remedies under the Loan Documents against Borrower and any other Party and such other rights and remedies as are provided by Law or equity, provided that, it is agreed as amongst the Creditors that, following any Event of Default consisting of a failure of the Borrower to make any payment hereunder when due (whether at stated maturity, by acceleration or otherwise), each Creditor may independently pursue its legal remedies under this Agreement and its Note against the Borrower in respect of any such defaulted payments without the consent of the other Lenders or the Administrative Agent (except to the extent that such payment default has been cured), upon the earliest of (i) the acceleration of the Obligations, (ii) any bankruptcy or insolvency event of the types described in Section 10.1(n) in respect of the Borrower, or (iii) 30 days following the date of such payment default, provided that no individual Creditor may, without the consent of the Requisite Lenders, (x) purport to accelerate the Obligations, (y) exercise rights under the Collateral Documents, the Make-Well or the Completion Guaranty, or (z) to the extent that the Loan Parties Cash Collateralize Obligations are secured by real property collateral, take any action which would constitute an "action" under any applicable one-action statute in a manner which could prejudice the L/C Obligations; andrights of the other Lenders to pursue their individual or collective remedies. (d) whether or not The order and manner in which the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all Creditors' rights and remedies are to be exercised shall be determined by the Requisite Lenders in their sole discretion, and all payments received by the Creditors, or any of them, shall be applied first to the Credit Parties under this Agreement, costs and expenses (including reasonable attorneys' fees and disbursements and the reasonably allocated costs of attorneys employed by any of the other Creditors) of the Creditors, and thereafter paid pro rata to the Lenders in the same proportions that the aggregate Obligations owed to each Lender under the Loan Documents bear to the aggregate Obligations owed under the Loan Documents to all the Lenders, without priority or applicable Lawpreference among the Lenders. Regardless of how each Lender may treat payments for the purpose of its own accounting, includingfor the purpose of computing the Obligations hereunder and under the Notes, but not limited topayments shall be applied first, by suit to the costs and expenses of the Creditors, as set forth above, second, to the payment of accrued and unpaid interest due under any Loan Documents to and including the date of such application (ratably, and without duplication, according to the accrued and unpaid interest due under each of the Loan Documents), and third, to the payment of all other amounts (including principal and fees) then owing to the Creditors under the Loan Documents. No application of payments will cure any Event of Default, or prevent acceleration, or continued acceleration, of amounts payable under the Loan Documents, or prevent the exercise, or continued exercise, of rights or remedies of the Lenders hereunder or thereunder or at Law or in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and . (e) Notwithstanding the other Loan Documents or any instrument pursuant to which provisions of this Section, as amongst the Obligations are evidencedCreditors, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, it is agreed that upon the occurrence of any Event of Default with respect to any Loan Party or any Subsidiary thereof under Section 8.01(f)Default, the obligation Lenders shall promptly enforce their available remedies under the Completion Guaranty and Make-Well to the extent permitted by applicable Law and consistent with prudent lending practices from the perspective of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collaterala senior secured lender.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, orwith the consent of the Required Lenders, and, at the request of the Required Lenders shall, take any or all of the following actions: (ai) declare the Commitments commitment of each Lender to make Loans and any obligation of the L/C Issuer Issuers to make L/C Credit Extensions to be terminated, whereupon such Commitments commitments and obligation shall be terminated; (bii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan PartiesBorrower (to the extent permitted by applicable law); (ciii) require that the Loan Parties Borrower Cash Collateralize the L/C ObligationsObligations (in an amount equal to the then Outstanding Amount thereof); and (div) whether or not exercise on behalf of itself and the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise Lenders all rights and remedies of available to it and the Credit Parties Lenders under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, provided that upon the occurrence of any Event an actual or deemed entry of Default an order for relief with respect to any Loan Party the Borrower under the Bankruptcy Code of the United States or any Subsidiary thereof under Section 8.01(f)Debtor Relief Laws, the obligation of each Lender to make Loans and any obligation of the L/C Issuer Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, payable and the obligation of the Loan Parties Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended Notwithstanding anything to be exclusive the contrary contained herein, neither the Administrative Agent nor any Lender shall take any action pursuant hereto that would constitute or result in any assignment of the FCC Authorizations or transfer of control of the Borrower or any Subsidiaries if such assignment or transfer of control would require, under then- existing Law (including the Communications Act), the prior approval of the FCC, without first obtaining such approval of the FCC (to the extent required to do so). Subject to the terms and conditions herein, the Borrower agrees, after the occurrence and during the continuance of any other remedy Event of Default, to cooperate fully in obtaining any approval of the FCC and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of Governmental Authority that is then required under the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the CollateralCommunications Act.

Remedies Upon Event of Default. a. If any Event of Default occurs shall occur and is continuingbe continuing then Lender, upon notice to the Agent mayBorrower, or, at the request of the Required Lenders shall, take may do any or all of the following actions: following: (ai) declare terminate or reduce the Commitments commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Borrower under this Credit Extensions to be terminated, whereupon such Commitments and obligation shall be terminated; Agreement; (bii) declare all obligations of Borrower hereunder and under the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations under any Swap Contract) Note to be immediately due and payable, whereupon the Borrower Obligations hereunder and under the Note shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by waived, anything in this Credit Agreement or in any other Loan Document to the contrary notwithstanding; (iii) enforce its rights under any one or more of the Loan Parties; Documents in accordance with Applicable Law; (civ) require that the Loan Parties Cash Collateralize the L/C Obligations; and (d) whether subject to prior FCC approval, if required, without any obligation to do so, make disbursements to or not the maturity on behalf of Borrower or any of its Subsidiaries to cure any default and render any performance under any other agreement by Borrower or any of the Borrower Subsidiaries and (v) subject to prior FCC approval, if required, perform on behalf of Borrower or any of the Borrower Subsidiaries any and all work and labor necessary to build, operate and maintain the License System; provided that upon the occurrence of any Event of Default under Section 7.1(c), 7.1(e) or 7.1(h) the commitment of Lender shall immediately terminate and all Borrower Obligations shall have been accelerated pursuant heretoautomatically become immediately due and payable without notice or demand of any kind. b. Upon the occurrence of any Event of Default and at any time thereafter so long as any Event of Default shall be continuing, Lender may proceed to protect, protect and enforce and exercise all rights and remedies of the this Credit Parties under this Agreement, any of the Note and the other Loan Documents or applicable Law, including, but not limited to, by suit or suits or proceedings in equity, action at law or other appropriate proceedingin bankruptcy, and whether for the specific performance of any covenant or agreement herein contained or in execution or aid of any power herein granted, or for foreclosure hereunder, or for the appointment of a receiver or receivers for the collateral subject to the applicable Loan Documents or for the recovery of judgment for the indebtedness secured thereby or for the enforcement of any other proper, legal or equitable remedy available under Applicable Law. c. Borrower shall pay to Lender forthwith upon demand any and all expenses, costs and other amounts to the extent due hereunder or under the other Loan Documents, whether incurred before, after or during the exercise of any of the foregoing remedies, including all reasonable legal fees and other reasonable costs and expenses incurred by Lender by reason of the occurrence of any Event of Default, the enforcement of this Credit Agreement and the other Loan Documents or any instrument and/or the preservation of Lender’s rights hereunder and under the other Loan Documents. d. Any and all remedies of Lender hereunder, including those described in Sections 7.2(a) through (c), inclusive, above are subject to the terms of the Intercreditor and Subordination Agreement and must be exercised in accordance therewith. *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to which Rule 24b-2 under the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon the occurrence of any Event of Default with respect to any Loan Party or any Subsidiary thereof under Section 8.01(f), the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the CollateralSecurities Exchange Act.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, orshall, at the request of of, or may, with the consent of, the Required Lenders shallLenders, take any or all of the following actions: (a) declare the Commitments commitment of each Lender (including the Swingline Lender) to make Loans and any obligation of the L/C Issuer Issuers to make L/C Credit Extensions to be terminated, whereupon such Commitments commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan PartiesBorrowers; (c) require that the Loan Parties each Borrower Cash Collateralize the such Borrower’s L/C ObligationsObligations (in an amount equal to the then Outstanding Amount thereof); and (d) whether or not exercise on behalf of itself, the maturity of L/C Issuers and the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise Lenders all rights and remedies available to it, the L/C Issuers and the Lenders under the Loan Documents, under any document evidencing Indebtedness in respect of which the Credit Parties Facilities have been designated as “Designated Senior Debt” (or any comparable term) and/or under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon the occurrence of any Event an actual or deemed entry of Default an order for relief with respect to any Loan Party or Borrower under any Subsidiary thereof under Section 8.01(f)Debtor Relief Law, the obligation of each Lender to make Loans and any obligation of the L/C Issuer Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties Borrowers to Cash Collateralize the their respective L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Agent may, or, at the request of the Required Lenders shall, take any or all of the following actions: (ai) declare the Revolving Commitments of each Revolving Lender to make Revolving Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Revolving Commitments and obligation obligations shall be terminated; (bii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations under any Swap Contractexcluding Other Liabilities not then due and payable) to be immediately due and payable, without presentment, demand, DB1/ 124773100.6 -129- protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; (ciii) require that the Loan Parties Cash Collateralize the L/C Obligations; and (div) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Credit Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Parties; provided, however, that upon the occurrence of any Default or Event of Default with respect to any Loan Party or any Subsidiary thereof under Section 8.01(f), the obligation of each Revolving Lender to make Revolving Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans Loans, all interest accrued thereon and all interest and other amounts as aforesaid Obligations shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, or, at the request of the Required Lenders shall, take any or all of the following actions: (a) declare the Commitments of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all the outstanding Term Loans, all interest accrued and unpaid thereon, and all other Obligations (other than Obligations amounts owing or payable hereunder or under any Swap Contract) other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; (c) require that the Loan Parties Cash Collateralize the L/C Obligations; and (db) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies of the Credit Secured Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Credit Secured Parties; ; (c) without limiting any right or remedy of the Administrative Agent in this Agreement, and subject to the Intercreditor Agreement, Administrative Agent may seek the appointment of a receiver, receiver-manager or keeper (a “Receiver”) under the laws of Canada or any Province or territory thereof to take possession of all or any portion of the Collateral of any Loan Party or to operate same and, to the maximum extent permitted by applicable Law, may seek the appointment of such a Receiver without the requirement of prior notice or a hearing. Any such Receiver shall, so far as concerns responsibility for his/her acts, be deemed the agent of Borrowers and not Administrative Agent and the Lenders, and Administrative Agent and the Lenders shall not be in any way responsible for any misconduct, negligence or non-feasance on the part of any such Receiver, or his/her servants or employees. Subject to the provisions of the instrument appointing him/her, any such Receiver shall have power to take possession of Collateral of the loan Parties, to preserve any Collateral or its value, to carry on or concur in carrying on all or any part of the business of the Loan Parties and to sell, lease, license or otherwise dispose of or concur in selling, leasing, licensing or otherwise disposing of any Collateral. To facilitate the foregoing powers, any such Receiver may, to the exclusion of all others, including the Borrowers, enter upon, use and occupy all premises owned or occupied by any of the Loan Parties wherein Collateral may be situated, maintain Collateral upon such premises, borrow money on a secured or unsecured basis and use Collateral directly in carrying on the Loan Parties’ business or as security for loans or advances to enable the Receiver to carry on such business or otherwise, as such Receiver shall, in its discretion, determine. Except as may be otherwise directed by Administrative Agent and subject to the Intercreditor Agreement, all money received from time to time by such Receiver in carrying out his/her appointment shall be received in trust for and paid over to Administrative Agent. Every such Receiver may, in the discretion of Administrative Agent, be vested with all or any of the rights and powers of Administrative Agent and the Lenders. Administrative Agent may, either directly or through its nominees, exercise any or all powers and rights given to a Receiver by virtue of the foregoing provisions of this paragraph. provided, however, that upon the occurrence of any Event of Default with respect to any Loan Party or any Restricted Subsidiary thereof under Section 8.01(f), the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding the Term Loans and all interest and other amounts as aforesaid (including, without limitation, any Prepayment Premium) shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case payable without further act of the Administrative Agent or any Lender. No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing by Administrative Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security interest in, or other rights to, any of the Collateral.