Common use of 02Remedies Clause in Contracts

02Remedies. (a) In the case of an Event of Default other than one described in Section 10.01(h), Section 10.01(i) or Section 10.01(j), at any time thereafter during the continuance of such Event of Default, the Administrative Agent may, and at the request of the Required Lenders, shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the LC Commitment, and thereupon the LC Commitment shall terminate immediately, (ii) terminate the Commitments, and thereupon the Commitments shall terminate immediately, (iii) declare the Notes, if any, and the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower and the Guarantors accrued hereunder and under the Loans, the Applicable Prepayment Premium, the Notes, if any, and the other Loan Documents (including, without limitation, the payment of cash collateral to secure the LC Exposure as provided in Section 2.07(j)), shall become due and payable immediately, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by each Loan Party and (iv) exercise on behalf of itself, the Issuing Bank and the Lenders all rights and remedies available to it, the Lenders and the Issuing Bank under the Loan Documents and applicable law; and in the case of an Event of Default described in Section 10.01(h), Section 10.01(i) or Section 10.01(j), the Commitments and the LC Commitment shall automatically terminate and the Notes, if any, and the principal of the Loans then outstanding, together with accrued interest thereon, the Applicable Prepayment Premium with respect thereto and all fees and the other obligations of the Borrower and the Guarantors accrued hereunder and under the Loans, the Notes, if any, and the other Loan Documents (including, without limitation, any break funding payment the payment of cash collateral to secure the LC Exposure as provided in Section 2.07(j)), shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Loan Party. (b) In the case of the occurrence and continuation of an Event of Default, the Administrative Agent and the Lenders will have all other rights and remedies available at law and equity. (c) All proceeds realized from the liquidation or other Disposition of collateral or otherwise received after maturity of the Loans, whether from the Borrower, another Loan Party, by acceleration or otherwise, shall be applied by the Administrative Agent as follows: (i) first, to payment or reimbursement of that portion of the Indebtedness constituting fees, expenses and indemnities payable to the Administrative Agent in its capacity as such; ​ ​ (ii) second, pro rata to payment or reimbursement of that portion of the Indebtedness constituting fees, expenses and indemnities payable to the Lenders and the Issuing Bank (other than accrued Letter of Credit fees and charges and unreimbursed LC Disbursements); (iii) third, pro rata to payment of (a) accrued Letter of Credit fees and charges and accrued interest on the Loans and unreimbursed LC Disbursements and (b) accrued fees, premiums and scheduled periodic payments owing to any Secured Swap Providers under any Secured Swap Agreements; (iv) fourth, pro rata to principal outstanding on the Loans, unreimbursed LC Disbursements and Secured Obligations referred to in clause (b) of the definition of “Secured Obligations”; (v) fifth, to any other Secured Obligations; (vi) sixth, to serve as cash collateral to be held by the Administrative Agent to secure the LC Exposure, and (vii) seventh, any excess shall be paid to the Borrower or as otherwise required by any Governmental Requirement. Notwithstanding the foregoing, amounts received from the Borrower or any Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act shall not be applied to any Excluded Swap Obligations (it being understood, that in the event that any amount is applied to Secured Obligations other than Excluded Swap Obligations as a result of this clause, the Administrative Agent shall make such adjustments as it determines are appropriate to distributions pursuant to clause fourth above from amounts received from “eligible contract participants” under the Commodity Exchange Act to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Secured Obligations described in clause fourth above by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Secured Obligations pursuant to clause fourth above).

02Remedies. (a) In Upon the case occurrence of an Event of Default other than one described in Section 10.01(h), Section 10.01(i) or Section 10.01(j), at any time thereafter during the continuance of such Event of Default, the Administrative Agent may, and at the request of the Required Lenders, shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the LC CommitmentTerm Loan Commitments, and thereupon the LC Commitment Term Loan Commitments shall terminate immediately, (ii) terminate the CommitmentsLC Commitment, and thereupon the Commitments LC Commitment shall terminate immediately, (iii) declare the Notes, if any, and the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees fees, premiums and other obligations of the Borrower and the Guarantors other Loan ​ Parties accrued hereunder and under the Loans, the Applicable Prepayment Premium, if any, the Notes, if any, and the other Loan Documents (including, without limitation, the payment of cash collateral to secure the LC Exposure as provided in Section 2.07(j2.06(i)), ) shall become due and payable immediately, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by each Loan Party and Party, (iv) exercise on behalf of itself, the Issuing Bank and the Lenders Lenders, subject to the Swap Intercreditor Agreement, all rights and remedies available to it, the Lenders and the Issuing Bank under the Loan Documents and applicable law; and in the case of an Event of Default described in Section 10.01(h), Section 10.01(i) or Section 10.01(j), the Term Loan Commitments and the LC Commitment shall automatically terminate and the Notes, if any, and the principal of the Loans then outstanding, together with accrued interest thereon, the Applicable Prepayment Premium with respect thereto and all fees and the other obligations of the Borrower and the Guarantors other Loan Parties accrued hereunder and under the Loans, the Notes, if any, and the other Loan Documents (including, without limitation, any break funding payment and the payment of cash collateral to secure the LC Exposure as provided in Section 2.07(j2.06(i)), shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Loan Party. , and (bv) In complete the case of Direction Letters and deliver the same. Notwithstanding the foregoing, upon the occurrence and continuation continuance of an Event of Default, the Administrative Agent and the Lenders will have all other rights and remedies available at law and equity. (b) Without limiting the generality of the foregoing, it is understood and agreed that if the maturity of the Loans shall be accelerated or the Loans otherwise become due prior to the Maturity Date (under any provision of this Article X or otherwise) a premium equal to the Applicable Prepayment Premium (in each case, determined as if the Loans were repaid at the time of such acceleration at the option of Borrower pursuant to Section 3.04 and as calculated by Administrative Agent which, absent manifest error, shall be deemed conclusive) shall also become immediately due and payable and shall constitute part of the Secured 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 Applicable Prepayment Premium owed in accordance with the terms hereof shall be presumed to be the liquidated damages sustained by each Lender as the result of the redemption and Borrower agrees that it is reasonable under the circumstances currently existing. Without limiting the foregoing, any redemption, prepayment, repayment, or payment of the Secured Obligations in or in connection with a Bankruptcy Event shall constitute an optional prepayment thereof under the terms of Section 3.04 and require the immediate payment of the Applicable Prepayment Premium. The Applicable Prepayment Premium shall also be payable in the event the Secured Obligations are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. BORROWER AND EACH OTHER 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 APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. Borrower and each other Loan Party expressly agrees (to the fullest extent it may lawfully do so) that: (A) the Applicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Applicable Prepayment Premium shall be 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 Borrower giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium; and (D) Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph. Borrower expressly acknowledges that its agreement to pay the Applicable Prepayment Premium to Lenders as herein described is a material inducement to Lenders to enter into this Agreement. (c) All proceeds realized from the liquidation or other Disposition of collateral Collateral or otherwise received after maturity of the Loans, whether from the Borrower, another Loan Party, by acceleration or otherwise, shall shall, subject to the Swap Intercreditor Agreement, be applied by the Administrative Agent as follows: (i) first, to payment or reimbursement of that portion of the Indebtedness Secured Obligations constituting fees, expenses and indemnities payable to the Administrative Agent (whether or not acting in its capacity as Administrative Agent or as Collateral Agent) in its capacity as such; ​ ​; (ii) second, pro rata to payment or reimbursement of that portion of the Indebtedness Secured Obligations constituting fees, expenses and indemnities payable to the Lenders and the Issuing Bank (other than accrued Letter of Credit fees and charges and unreimbursed LC Disbursements); (iii) third, pro rata to payment of (a) accrued and unpaid interest on the Loans, accrued Letter of Credit fees and charges and accrued interest on the Loans and unreimbursed LC Disbursements and (b) accrued fees, premiums and scheduled periodic payments owing to any Secured Swap Providers under any Secured Swap AgreementsDisbursements; (iv) fourth, pro rata to principal outstanding on the LoansLoans (including any Applicable Prepayment Premium), unreimbursed LC Disbursements Disbursements, and Secured Obligations referred to in clause (ba)(ii) of the definition of “Secured Obligations”; (v) fifth, to any other Secured Obligations; (vi) sixth, to serve as cash collateral to be held by the Administrative Agent to secure the LC Exposure, ; and (vii) seventh, any excess shall be paid to the Borrower or as otherwise required by any Governmental Requirement. Notwithstanding the foregoing, amounts received from the Borrower or any Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act shall not be applied to any Excluded Swap Obligations (it being understood, that in the event that any amount is applied to Secured Obligations other than Excluded Swap Obligations as a result of this clause, the Administrative Agent shall make such adjustments as it determines are appropriate to distributions pursuant to clause fourth above from amounts received from “eligible contract participants” under the Commodity Exchange Act to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Secured Obligations described in clause fourth above by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Secured Obligations pursuant to clause fourth above). ARTICLE XI​ THE ADMINISTRATIVE AGENT

02Remedies. (a) In the case of an Event of Default other than one described in Section 10.01(h), Section 10.01(i) or Section 10.01(j), at any time thereafter during the continuance of such Event of Default, the Administrative Agent may, and at the request of the Required Lenders, shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the LC Commitment, and thereupon the LC Commitment shall terminate immediately, (ii) terminate the Commitments, and thereupon the Commitments shall terminate immediately, (iii) declare the Notes, if any, and the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower and the Guarantors accrued hereunder and under the Loans, the Applicable Prepayment Premium, the Notes, if any, and the other Loan Documents (including, without limitation, the payment of cash collateral to secure the LC Exposure as provided in Section 2.07(j)), shall become due and payable immediately, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by each Loan Party and (iv) exercise on behalf of itself, the Issuing Bank and the Lenders all rights and remedies available to it, the Lenders and the Issuing Bank under the Loan Documents and applicable law; and in the case of an Event of Default described in Section 10.01(h), Section 10.01(i) or Section 10.01(j), the Commitments and the LC Commitment shall automatically terminate and the Notes, if any, and the principal of the Loans then outstanding, together with accrued interest thereon, the Applicable Prepayment Premium with respect thereto and all fees and the other obligations of the Borrower and the Guarantors accrued hereunder and under the Loans, the Notes, if any, and the other Loan Documents (including, without limitation, any break funding payment the payment of cash collateral to secure the LC Exposure as provided in Section 2.07(j)), shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Loan Party. (b) In the case of the occurrence and continuation of an Event of Default, the Administrative Agent and the Lenders will have all other rights and remedies available at law and equity.. ​ ​ ​ (c) All proceeds realized from the liquidation or other Disposition of collateral or otherwise received after maturity of the Loans, whether from the Borrower, another Loan Party, by acceleration or otherwise, shall be applied by the Administrative Agent as follows: (i) first, to payment or reimbursement of that portion of the Indebtedness constituting fees, expenses and indemnities payable to the Administrative Agent in its capacity as such; ​ ​; (ii) second, pro rata to payment or reimbursement of that portion of the Indebtedness constituting fees, expenses and indemnities payable to the Lenders and the Issuing Bank (other than accrued Letter of Credit fees and charges and unreimbursed LC Disbursements); (iii) third, pro rata to payment of (a) accrued Letter of Credit fees and charges and accrued interest on the Loans and unreimbursed LC Disbursements and (b) accrued fees, premiums and scheduled periodic payments owing to any Secured Swap Providers under any Secured Swap Agreements; (iv) fourth, pro rata to principal outstanding on the Loans, unreimbursed LC Disbursements and Secured Obligations referred to in clause (b) of the definition of “Secured Obligations”; (v) fifth, to any other Secured Obligations; (vi) sixth, to serve as cash collateral to be held by the Administrative Agent to secure the LC Exposure, and (vii) seventh, any excess shall be paid to the Borrower or as otherwise required by any Governmental Requirement. Notwithstanding the foregoing, amounts received from the Borrower or any Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act shall not be applied to any Excluded Swap Obligations (it being understood, that in the event that any amount is applied to Secured Obligations other than Excluded Swap Obligations as a result of this clause, the Administrative Agent shall make such adjustments as it determines are appropriate to distributions pursuant to clause fourth above from amounts received from “eligible contract participants” under the Commodity Exchange Act to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Secured Obligations described in clause fourth above by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Secured Obligations pursuant to clause fourth above).

02Remedies. (a) In the case of an Event of Default (other than one described in Section 10.01(h), Section 10.01(i) or Section 10.01(j10.01(i)), at any time thereafter during the continuance of such Event of Default, the Administrative Agent may, and may with the consent of the Required Lenders or shall at the request of the Required Lenders, shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: : (i) terminate the LC Commitment, and thereupon the LC Commitment shall terminate immediately, (ii) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (iiiii) by written notice to the Borrower, declare the Notes, if any, Notes and the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon thereon, any Applicable Premium Amount then due (including after giving effect to the immediately following paragraph), any Make Whole Amount then due (including after giving effect to the immediately following paragraph), and all fees and other obligations of the Borrower and the Guarantors Loan Parties accrued hereunder and under the Loans, the Applicable Prepayment Premium, the Notes, if any, Notes and the other Loan Documents (including, without limitation, the payment of cash collateral to secure the LC Exposure as provided in Section 2.07(j)), shall become due and payable immediately, without presentment, demanddemand (other than written notice), protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by each Loan Party and (iv) exercise on behalf of itself, the Issuing Bank and the Lenders all rights and remedies available to it, the Lenders and the Issuing Bank under the Loan Documents and applicable lawParty; and in the case of an Event of Default described in Section 10.01(h), Section 10.01(i) or Section 10.01(j10.01(i), the Commitments and the LC Commitment shall automatically terminate and the Notes, if any, Notes and the principal of the Loans then outstanding, together with accrued interest thereon, any Applicable Premium Amount then due (including after giving effect to the Applicable Prepayment Premium with respect thereto immediately following paragraph), any Make Whole Amount then due (including after giving effect to the immediately following paragraph), and all fees and the other obligations of the Borrower and the Guarantors other Loan Parties accrued hereunder and under the Loans, the Notes, if any, Notes and the other Loan Documents (including, without limitation, any break funding payment the payment of cash collateral to secure the LC Exposure as provided in Section 2.07(j)), shall automatically and immediately become due and payable, without presentment, demand, protest protest, notice of intent to accelerate, notice of acceleration, or other notice of any kind, all of which are hereby waived by each Loan Party. (b) In . Without limiting the case generality of the occurrence foregoing, it is understood and continuation agreed that if, prior to the Maturity Date, the Loans are accelerated or otherwise become due, in each case, in respect of an any Event of DefaultDefault (including, but not limited to, upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law) a “Make Whole Event”)), the Administrative Agent Applicable Premium Amount and the Lenders will Make Whole Amount that would have all other rights and remedies available applied if, at law and equity. (c) All proceeds realized from the liquidation or other Disposition time of collateral or otherwise received after maturity of such acceleration, the Loans, whether from the Borrower, another Loan Party, by acceleration or otherwise, shall be applied by the Administrative Agent as follows: Borrower had (i) firstpaid, to payment prepaid, refinanced, substituted or reimbursement of that portion replaced all of the Indebtedness constituting fees, expenses Loans as contemplated in Sections 3.01 and/or 3.04 will also be automatically and indemnities immediately due and payable to without further action or notice and the Administrative Agent in its capacity as such; ​ ​ (ii) second, pro rata to payment or reimbursement of that portion Applicable Premium Amount and Make Whole Amount shall constitute part of the Indebtedness constituting feesSecured Obligations, expenses and indemnities payable to the Lenders and the Issuing Bank (other than accrued Letter of Credit fees and charges and unreimbursed LC Disbursements); (iii) third, pro rata to payment of (a) accrued Letter of Credit fees and charges and accrued interest on the Loans and unreimbursed LC Disbursements and (b) accrued fees, premiums and scheduled periodic payments owing to any Secured Swap Providers under any Secured Swap Agreements; (iv) fourth, pro rata to principal outstanding on the Loans, unreimbursed LC Disbursements and Secured Obligations referred to in clause (b) view of the definition impracticability and extreme difficulty of “Secured Obligations”; (v) fifth, ascertaining actual damages and by mutual agreement of the parties as to any other Secured Obligations; (vi) sixth, to serve as cash collateral to be held by a reasonable calculation of the Administrative Agent to secure the LC Exposure, and (vii) seventh, any excess shall be paid to the Borrower or as otherwise required by any Governmental Requirement. Notwithstanding the foregoing, amounts received from the Borrower or any Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act shall not be applied to any Excluded Swap Obligations (it being understood, that in the event that any amount is applied to Secured Obligations other than Excluded Swap Obligations Lenders’ lost profits as a result of this clause, the Administrative Agent shall make such adjustments thereof (but not as it determines are appropriate to distributions pursuant to clause fourth above from amounts received from “eligible contract participants” under the Commodity Exchange Act to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Secured Obligations described in clause fourth above by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Secured Obligations pursuant to clause fourth above).a ​ ​ [Credit Agreement]

02Remedies. (a) In Upon the case occurrence of any Event of Default, then, and in every such event (other than an Event of Default other than one described in Section 10.01(h11.01(h), Section 10.01(i(i) or Section 10.01(j(j)), and at any time thereafter during the continuance of such Event of Defaultevent, the Administrative Agent Majority Lenders may, and at the request of the Required Lenders, shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the LC Commitment, and thereupon the LC Commitment shall terminate immediately, (ii) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (iiiii) declare the Notes, if any, and the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower and the Guarantors accrued hereunder and under the Loans, the Applicable Prepayment Premium, the Notes, if any, and the other Loan Documents (including, without limitation, the payment of cash collateral to secure the LC Exposure as provided in Section 2.07(j))Obligations, shall become due and payable immediately, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by each Loan Party and immediately (iv) exercise on behalf of itself, the Issuing Bank and the Lenders all rights and remedies available to it, the Lenders and the Issuing Bank under the Loan Documents and applicable law; and in the case of an Event of Default described in Section 10.01(h), Section 10.01(i) or Section 10.01(j), the Commitments and the LC Commitment shall automatically terminate and the Notes, if any, and the principal of the Loans then outstanding, together with accrued interest thereon, the Applicable Prepayment Premium with respect thereto and all fees and the other obligations of the Borrower and the Guarantors accrued hereunder and under the Loans, at the Notes, if any, and the other Loan Documents (including, without limitation, any break funding payment the payment of cash collateral to secure the LC Exposure as provided in Section 2.07(jRedemption Price therefor)), shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Loan PartyObligor. (b) In Upon the occurrence of any Event of Default described in Section 11.01(h), (i) or (j), the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other Obligations, shall automatically become due and payable immediately (in the case of the occurrence and continuation Loans, at the Redemption Price therefor), without presentment, demand, protest or other notice of an Event any kind, all of Default, the Administrative Agent and the Lenders will have all other rights and remedies available at law and equity.which are hereby waived by each Obligor. DMS 17185250.10 ​ (c) All proceeds realized from the liquidation or other Disposition of collateral or otherwise received after maturity of the LoansPrepayment Premium, whether from the Borrower, another Loan Party, by acceleration or otherwise, shall be applied by the Administrative Agent as follows:Final Payment and Redemption Price. (i) firstFor the avoidance of doubt, the Prepayment Premium and the Final Payment (as a component of the Redemption Price) shall be due and payable at any time the Loans become due and payable prior to payment the Stated Maturity Date for any reason, whether due to acceleration pursuant to the terms of this Agreement (in which case it shall be due immediately, upon the giving of notice to Borrower in accordance with Section 11.02(a), or reimbursement automatically, in accordance with Section 11.02(b)), by operation of law or otherwise (including where bankruptcy filings or the exercise of any bankruptcy right or power, whether in any plan of reorganization or otherwise, results or would result in a payment, discharge, modification or other treatment of the Loans or Loan Documents that would otherwise evade, avoid, or otherwise disappoint the expectations of Lenders in receiving the full benefit of their bargained-for Prepayment Premium or Redemption Price as provided herein). The Obligors and Lenders acknowledge and agree that any Prepayment Premium, the Final Payment and the fees due and payable in accordance with this Agreement shall not constitute unmatured interest, whether under Section 502(b)(3) of the Bankruptcy Code or otherwise, but instead is reasonably calculated to ensure that the Lenders receive the benefit of their bargain under the terms of this Agreement. In the event that any portion of the Indebtedness constituting fees, expenses Loans becomes due and indemnities payable prior to the Administrative Agent in its capacity Stated Maturity Date, whether as such; ​ ​a result of acceleration or any other required prepayment event, the “Redemption Date” for purposes of calculating the Prepayment Premium will be the date of such acceleration or the date of occurrence of the event that triggered such obligation to prepay. (ii) second, pro rata Each Obligor acknowledges and agrees that the Lenders shall be entitled to payment or reimbursement of that portion recover the full amount of the Indebtedness constituting feesRedemption Price in each and every circumstance such amount is due pursuant to or in connection with this Agreement, expenses including in the case of any Obligor’s bankruptcy filing, so that the Lenders shall receive the benefit of their bargain hereunder and indemnities payable otherwise receive full recovery as agreed under every possible circumstance, and Borrower hereby waives any defense to payment, whether such defense may be based in public policy, ambiguity, or otherwise. Each Obligor further acknowledges and agrees, and waives any argument to the Lenders and the Issuing Bank (other than accrued Letter of Credit fees and charges and unreimbursed LC Disbursements); (iii) thirdcontrary, pro rata to that payment of (a) accrued Letter of Credit fees and charges and accrued interest on such amounts does not constitute a penalty or an otherwise unenforceable or invalid obligation. Any damages that the Loans and unreimbursed LC Disbursements and (b) accrued fees, premiums and scheduled periodic payments Lenders may suffer or incur resulting from or arising in connection with any breach hereof or thereof by any Obligor shall constitute secured obligations owing to any Secured Swap Providers under any Secured Swap Agreements; (iv) fourth, pro rata to principal outstanding on the Loans, unreimbursed LC Disbursements and Secured Obligations referred to in clause (b) of the definition of “Secured Obligations”; (v) fifth, to any other Secured Obligations; (vi) sixth, to serve as cash collateral to be held by the Administrative Agent to secure the LC Exposure, and (vii) seventh, any excess shall be paid to the Borrower or as otherwise required by any Governmental Requirement. Notwithstanding the foregoing, amounts received from the Borrower or any Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act shall not be applied to any Excluded Swap Obligations (it being understood, that in the event that any amount is applied to Secured Obligations other than Excluded Swap Obligations as a result of this clause, the Administrative Agent shall make such adjustments as it determines are appropriate to distributions pursuant to clause fourth above from amounts received from “eligible contract participants” under the Commodity Exchange Act to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Secured Obligations described in clause fourth above by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Secured Obligations pursuant to clause fourth above)Lenders.

02Remedies. If any Event of Default occurs, the Agent shall, at the request of, or may, with the consent of, the Majority Banks: (a) In declare the case commitment of each Bank to make Loans and any obligation of the Issuing Bank to Issue Letters of Credit to be terminated, whereupon such commitments and obligation shall be terminated; (b) declare an Event of Default other than one described in Section 10.01(h), Section 10.01(i) amount equal to the maximum aggregate amount that is or Section 10.01(j), at any time thereafter during the continuance may become available for drawing under any outstanding Letters of Credit (whether or not any beneficiary shall have presented, or shall be entitled at such Event of Defaulttime to present, the Administrative Agent may, drafts or other documents required to draw under such Letters of Credit) to be immediately due and at payable (such amount to be held as Cash Collateral for the request of the Required Lenders, shall, by notice L/C Obligations and any other Obligations and promptly returned to the Borrower, take either or both Company as and to the extent the outstanding Letters of Credit expire without being drawn and the following actions, at the same or different times: other Obligations are satisfied); and (i) terminate the LC Commitment, and thereupon the LC Commitment shall terminate immediately, (ii) terminate the Commitments, and thereupon the Commitments shall terminate immediately, (iiic) declare the Notesunpaid principal amount of all outstanding Loans, if anyall interest accrued and unpaid thereon, and the Loans then outstanding all other amounts owing or payable hereunder or under any other Loan Document to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be immediately due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and ; in all fees and other obligations of the Borrower and the Guarantors accrued hereunder and under the Loans, the Applicable Prepayment Premium, the Notes, if any, and the other Loan Documents (including, without limitation, the payment of cash collateral to secure the LC Exposure as provided in Section 2.07(j)), shall become due and payable immediately, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by each Loan Party and (iv) exercise on behalf of itself, the Issuing Bank and the Lenders all rights and remedies available to it, the Lenders and the Issuing Bank under the Loan Documents and applicable law; and in the case of an Event of Default described in Section 10.01(h), Section 10.01(i) or Section 10.01(j), the Commitments and the LC Commitment shall automatically terminate and the Notes, if any, and the principal of the Loans then outstanding, together with accrued interest thereon, the Applicable Prepayment Premium with respect thereto and all fees and the other obligations of the Borrower and the Guarantors accrued hereunder and under the Loans, the Notes, if any, and the other Loan Documents (including, without limitation, any break funding payment the payment of cash collateral to secure the LC Exposure as provided in Section 2.07(j)), shall automatically become due and payable, such cases without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by each Loan Party.the Company; and (bd) In the case exercise on behalf of the occurrence and continuation of an Event of Default, the Administrative Agent itself and the Lenders will have Banks all other rights and remedies available at law to it and equity. the Banks under the Loan Documents or applicable law; provided, however, that upon the occurrence of any event specified in subsection (cf) All proceeds realized from or (g) of Section 9.01 (in the liquidation or other Disposition case of collateral or otherwise received after maturity clause (1) of subsection (g) upon the expiration of the Loans60-day period mentioned therein), whether from the Borrower, another Loan Party, by acceleration or otherwise, shall be applied by the Administrative Agent as follows: (i) first, obligation of each Bank to payment or reimbursement make Loans and any obligation of that portion of the Indebtedness constituting fees, expenses and indemnities payable to the Administrative Agent in its capacity as such; ​ ​ (ii) second, pro rata to payment or reimbursement of that portion of the Indebtedness constituting fees, expenses and indemnities payable to the Lenders and the Issuing Bank (other than accrued Letter to Issue Letters of Credit fees shall automatically terminate and charges and unreimbursed LC Disbursements); (iii) third, pro rata to payment the unpaid principal amount of (a) accrued Letter of Credit fees and charges and accrued interest on the all outstanding Loans and unreimbursed LC Disbursements all interest and (b) accrued fees, premiums other amounts as aforesaid shall automatically become due and scheduled periodic payments owing to any Secured Swap Providers under any Secured Swap Agreements; (iv) fourth, pro rata to principal outstanding on the Loans, unreimbursed LC Disbursements and Secured Obligations referred to in clause (b) payable without further act of the definition of “Secured Obligations”; (v) fifthAgent, to any other Secured Obligations; (vi) sixththe Issuing Bank, to serve as cash collateral to be held by the Administrative Agent to secure the LC Exposure, and (vii) seventh, any excess shall be paid to the Borrower or as otherwise required by any Governmental Requirement. Notwithstanding the foregoing, amounts received from the Borrower or any Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act shall not be applied to any Excluded Swap Obligations (it being understood, that in the event that any amount is applied to Secured Obligations other than Excluded Swap Obligations as a result of this clause, the Administrative Agent shall make such adjustments as it determines are appropriate to distributions pursuant to clause fourth above from amounts received from “eligible contract participants” under the Commodity Exchange Act to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Secured Obligations described in clause fourth above by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Secured Obligations pursuant to clause fourth above)Bank.