Common use of CONTRACT REMEDIES Clause in Contracts

CONTRACT REMEDIES. Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, (i) if it is an Event of Default specified in Sections 9.1(g) or 9.1(h), all Revolving Credit Commitments, the Swing Line Commitment and the Letter of Credit Commitment shall immediately and automatically terminate and the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit and all other amounts owing under the Loan Documents shall immediately become due and payable, and the Borrower shall Cash Collateralize the Letter of Credit Exposure for the pro rata benefit of the Credit Parties, and (ii) if it is any other Event of Default, upon the direction of the Required Lenders, the Administrative Agent shall (A) by notice to the Borrower, declare all Revolving Credit Commitments, the Swing Line Commitment, and the Letter of Credit Commitment to be terminated forthwith, whereupon such Revolving Credit Commitments, the Swing Line Commitment and the Letter of Credit Commitment shall immediately terminate, and/or (B) by notice of default to the Borrower, declare the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit and all other amounts owing under the Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable, and the Borrower shall Cash Collateralize the Letter of Credit Exposure for the pro rata benefit of the Credit Parties. Except as otherwise provided in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived. The Borrower hereby further expressly waives and covenants not to assert any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force which might delay, prevent or otherwise impede the performance or enforcement of any Loan Document.

CONTRACT REMEDIES. (a) Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, , (i) if it such event is an Event of Default specified in Sections Section 9.1(g) or 9.1(h), all Revolving Credit Commitments) above with respect to any Domestic Borrower, the Swing Line Commitment and Commitments of all of the Letter of Credit Commitment Lenders shall immediately and automatically terminate and the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents shall immediately become due and payable, and the Borrower shall Cash Collateralize Administrative Agent may, and, upon the Letter of Credit Exposure for the pro rata benefit direction of the Credit PartiesRequired Lenders shall, exercise any and all remedies and other rights provided in the Loan Documents, (ii) if it such event is an Event of Default specified in Section 9.1(g) or 9.1(h) above with respect to any other Borrower, the Commitments of all of the Lenders with respect to Loans to be made to such Borrower shall immediately and automatically terminate and the Subsidiary Borrower Obligations of such Borrower shall immediately become due and payable, and, in each case, the Administrative Agent may, and, upon the direction of the Required Lenders shall, exercise any and all remedies and other rights provided in the Loan Documents, and (iii) if such event is any other Event of Default, upon any or all of the direction following actions may be taken: (A) with the consent of the Required Lenders, the Administrative Agent shall (A) may, and upon the direction of the Required Lenders shall, by notice to the Parent Borrower, declare the Commitments of all Revolving Credit Commitments, of the Swing Line Commitment, and the Letter of Credit Commitment to be Lenders terminated forthwith, whereupon such Revolving Credit Commitments, the Swing Line Commitment and the Letter of Credit Commitment Commitments shall immediately terminate, and/or and (B) with the consent of the Required Lenders, the Administrative Agent may, and upon the direction of the Required Lenders shall, by notice of default to the Parent Borrower, declare the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents to be due and payable forthwith, whereupon where- upon the same shall immediately become due and payable, and the Borrower shall Cash Collateralize Administrative Agent may, and upon the Letter of Credit Exposure for the pro rata benefit direction of the Credit PartiesRequired Lenders shall, exercise any and all remedies and other rights provided in the Loan Documents. Except as otherwise provided in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived. The Borrower Each Credit Party hereby further expressly waives and covenants not to assert any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force which might delay, prevent or otherwise impede the performance or enforcement of any Loan Document. (b) In the event that any Commitments shall have been terminated, or any Loans, any accrued and unpaid interest thereon or any other amounts owing under the Loan Documents shall have been declared due and payable, in each case pursuant to the provisions of this Section, any funds received by the Agents and the Lenders from or on behalf of the Parent Borrower shall be applied by the Agents and the Lenders in liquidation of the Loans and the other obligations of the Parent Borrower under the Loan Documents in the following manner and order: (i) first, to the payment of interest on, and then the principal portion of, any Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Parent Borrower; (ii) second, to the payment of any fees or expenses due each Agent from the Parent Borrower, (iii) third, to reimburse the Agents and the Lenders for any expenses (to the extent not paid pursuant to clause (ii) above) due from the Parent Borrower pursuant to the provisions of Section 12.5; (iv) fourth, to the payment of accrued Fees and all other fees, expenses and amounts due under the Loan Documents (other than principal and interest on the Loans), (v) fifth, to the payment, pro rata according to the outstanding principal amount of the Loans, of interest due on the Loans of each Lender; (vi) sixth, to the payment, pro rata according to the outstanding principal amount of the Loans, of principal outstanding on the Loans; and (vii) seventh, to the payment of any other amounts owing to the Agents and the Lenders under any Loan Document.

CONTRACT REMEDIES. Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, (i) if it is an Event of Default specified in Sections 9.1(g) or 9.1(h), all Revolving Credit Commitments, the Swing Line Commitment and the Letter of Credit Commitment shall immediately and automatically terminate and the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit and all other amounts owing under the Loan Documents shall immediately become due and payable, and the Borrower shall Cash Collateralize forthwith deposit an amount equal to the Letter of Credit Exposure in a cash collateral account with and under the exclusive control of the Administrative Agent for the pro rata benefit of the Credit Parties, and (ii) if it is any other Event of Default, upon the direction of the Required Lenders, the Administrative Agent shall (A) by notice to the Borrower, declare all Revolving Credit Commitments, the Swing Line Commitment, and the Letter of Credit Commitment to be terminated forthwith, whereupon such Revolving Credit Commitments, the Swing Line Commitment and the Letter of Credit Commitment shall immediately terminate, and/or (B) by notice of default to the Borrower, declare the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit and all other amounts owing under the Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable, and the Borrower shall Cash Collateralize forthwith deposit an amount equal to the Letter of Credit Exposure in a cash collateral account with and under the exclusive control of the Administrative Agent for the pro rata benefit of the Credit Parties. Except as otherwise provided in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived. The Borrower hereby further expressly waives and covenants not to assert any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force which might delay, prevent or otherwise impede the performance or enforcement of any Loan Document.

CONTRACT REMEDIES. (a) Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, (i) if it such event is an Event of Default specified in Sections 9.1(gclause (h) or 9.1(h), all Revolving Credit Commitments(i) above, the Swing Line Commitment and Commitments of all of the Letter of Credit Commitment Lenders shall immediately and automatically terminate and the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents shall immediately become due and payable, and the Borrower shall Cash Collateralize Administrative Agent may, and, upon the Letter of Credit Exposure for the pro rata benefit direction of the Credit PartiesRequired Lenders shall, exercise any and all remedies and other rights provided in the Loan Documents, and (ii) if it such event is any other Event of Default, upon any or all of the direction following actions may be taken: (A) with the consent of the Required Lenders, the Administrative Agent shall (A) may, and upon the direction of the Required Lenders shall, by notice to the Borrower, declare the Commitments of all Revolving Credit Commitments, of the Swing Line Commitment, and the Letter of Credit Commitment to be Lenders terminated forthwith, whereupon such Revolving Credit Commitments, the Swing Line Commitment and the Letter of Credit Commitment Commitments shall immediately terminate, and/or and (B) with the consent of the Required Lenders, the Administrative Agent may, and upon the direction of the Required Lenders shall, by notice of default to the Borrower, declare the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable, and the Borrower shall Cash Collateralize Administrative Agent may, and upon the Letter of Credit Exposure for the pro rata benefit direction of the Credit PartiesRequired Lenders shall, exercise any and all remedies and other rights provided in the Loan Documents. Except as otherwise provided in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived. The Borrower hereby further expressly waives and covenants not to assert any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force which might delay, prevent or otherwise impede the performance or enforcement of any Loan Document. (b) In the event that the Commitments of all the Lenders shall have been terminated or the Loans shall have been declared due and payable pursuant to the provisions of this Section, any funds received by the Administrative Agent and the Lenders from or on behalf of the Borrower shall be applied by the Administrative Agent and the Lenders in liquidation of the Loans and the other obligations of the Borrower under the Loan Documents in the following manner and order: (i) first, to the payment of interest on, and then the principal portion of, any Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) second, to the payment of any fees or expenses due the Administrative Agent from the Borrower, (iii) third, to reimburse the Administrative Agent and the Lenders for any expenses (to the extent not paid pursuant to clause (ii) above) due from the Borrower pursuant to the provisions of Section 11.5; (iv) fourth, to the payment of accrued Fees and all other fees, expenses and amounts due under the Loan Documents (other than principal and interest on the Loans), (v) fifth, to the payment, pro rata according to the Outstanding Percentage of each Lender, of interest due on the Loans of each Lender; (vi) sixth, to the payment, pro rata according to the Outstanding Percentage of each Lender, of principal outstanding on the Loans; and (vii) seventh, to the payment of any other amounts owing to the Administrative Agent, the Issuing Bank and the Lenders under any Loan Document.

CONTRACT REMEDIES. (A) Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, , (iI) if it is in the case Of an Event of Default specified in Sections 9.1(gSection 9. l(h) or 9.1(h9. l(i), without declaration or notice to the Borrower, all Revolving Credit Commitments, of the Swing Line Commitment and the Letter of Credit Commitment Commitments shall immediately and automatically terminate terminate, and the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents shall immediately become due and payable, and the Borrower shall Cash Collateralize the Letter of Credit Exposure for the pro rata benefit of the Credit Parties, and and (iiII) if it is any in all other Event of Defaultcases, upon the direction of the Required Lenders, the Administrative Agent shall (A) shall, by notice to the Borrower, declare all Revolving Credit Commitments, of the Swing Line Commitment, and the Letter of Credit Commitment Commitments to be terminated forthwith, whereupon such Revolving Credit Commitments, the Swing Line Commitment and the Letter of Credit Commitment Commitments shall immediately terminate, and/or (B) by notice of default to the Borrower, declare the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable. In the event that the Loans, all accrued and unpaid interest thereon and all other amounts owing under the Borrower Loan Documents shall Cash Collateralize have been declared due and payable pursuant to the Letter provisions of Credit Exposure for this Section 9.2, the pro rata benefit Administrative Agent (i) upon the direction of the Credit PartiesRequired Lenders, shall proceed to enforce the rights of the holders of the Notes by suit in equity, action at law and/or other appropriate proceedings, whether for payment or the specific performance of any covenant or agreement contained in the Loan Documents and (ii) may exercise any and all rights and remedies provided to the Administrative Agent by the Loan Documents. Except as otherwise expressly provided in this Sectionthe Loan Documents, the Borrower expressly waives, presentment, demand, protest and all other notices of any kind in connection with the Loan Documents are hereby expressly waived. The Borrower hereby further expressly waives and covenants not to assert any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force which might delay, prevent or otherwise impede the performance or enforcement of any Loan Document. (B) In the event that all of the Commitments shall have been terminated or the Loans, all accrued and unpaid interest thereon and all other amounts owing under the Loan Documents shall have been declared due and payable pursuant to the provisions of this Section 9.2, subject to Section 6.2 of the Security Agreement, any funds received by any Credit Party from or on behalf of the Borrower (except funds received by any Lender as a result of a purchase from any other Lender pursuant to Section 2.7(c)) shall be remitted to, and applied by, the Administrative Agent in the following manner and order: (I) FIRST, to the payment of interest on, and then the principal portion of, any Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or any Loan Party; (II) SECOND, to reimburse the Administrative Agent and the Lenders, in that order, for any expenses due from the Borrower pursuant to the provisions of Section 11.4, (III) THIRD, to the payment of the Fees, pro rata according to the Fees due and owing to the Administrative Agent and the Lenders, (IV) FOURTH, to the payment of any other fees, expenses or other amounts (other than the principal of and interest on the Loans) payable by the Loan Parties to the Credit Parties under the Loan Documents, (V) FIFTH, to the payment, pro rata according to the Total Percentage of each Lender, of interest due on the Facility B Loans, (VI) SIXTH, to the payment, pro rata according to the Total Percentage of each Lender, of interest due on the Facility A Loans, (VII) SEVENTH, TO the payment to the Lenders of, and on a pro rata basis in accordance with, the unpaid principal amount of the Facility B Loans, (VIII) EIGHTH, to the payment to the Lenders of, and on a pro rata basis in accordance with, the unpaid principal amount of the Facility A Loans, (IX) NINTH, to the payment of each amount then due and payable under each Secured Hedging Agreement, and (X) TENTH, any remaining funds shall be paid to the Borrower or as a court of competent jurisdiction shall direct.

CONTRACT REMEDIES. (a) Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, (i) if it such event is an Event of Default specified in Sections 9.1(gclause (h) or 9.1(h), all Revolving Credit Commitments(i) above, the Swing Line Commitment and Commitments of all of the Letter of Credit Commitment Lenders shall immediately and automatically terminate and the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents shall immediately become due and payable, and the Borrower shall Cash Collateralize the Letter of Credit Exposure for the pro rata benefit of the Credit Parties, and (ii) if it such event is any other Event of Default, any or all of the following actions may be taken: (A) with the consent of the Required Lenders, the Agent may, and upon the direction of the Required LendersLenders shall, the Administrative Agent shall (A) by notice to the Borrower, declare the Commitments of all Revolving Credit Commitments, of the Swing Line Commitment, and the Letter of Credit Commitment to be Lenders terminated forthwith, whereupon such Revolving Credit Commitments, the Swing Line Commitment and the Letter of Credit Commitment Commitments shall immediately terminate, and/or and (B) with the consent of the Required Lenders, the Agent may, and upon the direction of the Required Lenders shall, by notice of default to the Borrower, declare the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable, and the Borrower shall Cash Collateralize the Letter of Credit Exposure for the pro rata benefit of the Credit Parties. Except as otherwise provided in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived. The Each of the Borrower and the other Credit Parties hereby further expressly waives and covenants not to assert any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force which might delay, prevent or otherwise impede the performance or enforcement of any Loan Document. (b) In the event that the Commitments of all the Lenders shall have been terminated or the Loans, all accrued and unpaid interest thereon and all other amounts owing under the Loan Documents shall have been declared due and payable pursuant to the provisions of this Section, any funds received by the Agent and the Lenders from or on behalf of the Borrower shall be applied by the Agent and the Lenders in liquidation of the Loans and the other obligations of the Borrower under the Loan Documents in the following manner and order: (i) first, to the payment of interest on, and then the principal portion of, any Loans which the Agent may have advanced on behalf of any Lender for which the Agent has not then been reimbursed by such Lender or the Borrower; (ii) second, to the payment of any fees or expenses due the Agent from the Borrower, (iii) third, to reimburse the Agent and the Lenders for any expenses (to the extent not paid pursuant to clause (ii) above) due from the Borrower pursuant to the provisions of Section 10.5; (iv) fourth, to the payment of accrued Fees and all other fees, expenses and amounts due under the Loan Documents (other than principal and interest on the Loans), (v) fifth, to the payment pro rata according to the outstanding principal balance of the Loans, of interest due on the Loans of each Lender; (vi) sixth, to the payment, pro rata according to the outstanding principal balance of the Loans, of principal outstanding on the Loans; and (vii) seventh, to the payment of any other amounts owing to the Agent and the Lenders under any Loan Document. (c) Notwithstanding any other provision of the Loan Documents, it is the intention of the parties hereto that the security interests and Liens of the Agent in and on the Collateral shall in all relevant aspects be subject to and governed by the Communications Act or any successor statute or statutes thereto and the respective rules and regulations thereunder, as well as any other federal, state, or other law applicable to or having jurisdiction over the Borrower's or any Subsidiary's industry or the Borrower or any Subsidiary, and that nothing in this Agreement shall be construed to diminish the control exercised by the Borrower except in accordance with the provisions of such statutory requirements and rules and regulations and the terms and conditions of this Agreement. In connection with any exercise by the Agent or any Lender of its right and remedies under the Collateral Documents, it may be necessary to obtain the prior consent or approval of certain Persons, including but not limited to the FCC and other applicable governmental authorities. Upon the exercise by the Agent or the Lenders of any power, right, privilege or remedy pursuant to any Collateral Document which requires any consent, approval, registration, qualification or authorization of any Person, the Borrower will execute and deliver, or will cause the execution and delivery of, all applications, certificates, instruments, and other documents and papers that the Agent or the Lenders may be required to obtain for such consent, approval, registration, qualification or authorization. Without limiting the generality of the foregoing, the Borrower will use its best efforts to obtain from the appropriate Persons the necessary consents and approvals, if any, for the effectuation of any sale or sales of Franchises (as defined in the Collateral Documents) upon the occurrence and during the continuance of a Default; and for the exercise of any other right or remedy of the Agent and Lenders under any Collateral Document. The Agent and the Lenders will cooperate with the Borrower in preparing the filing with any Persons of all requisite applications required to be obtained by the Borrower under this Section.

CONTRACT REMEDIES. Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, , (ia) if it is in the case of an Event of Default specified in Sections 9.1(gclauses (g) or 9.1(h)(h) of Section 8.01, all Revolving Credit Commitmentswithout declaration or notice to the Borrower, the Swing Line Commitment and Revolving Commitments (including the Letter of Credit Commitment Commitment) shall immediately and automatically terminate terminate, and the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents shall immediately become due and payable, and the Borrower shall Cash Collateralize the Letter of Credit Exposure for the pro rata benefit of the Credit Parties, and and (iib) if it is any in all other Event of Defaultcases, upon the direction of the Required Lenders, the Administrative Agent shall (A) shall, by notice to the Borrower, declare all of the Revolving Credit Commitments, the Swing Line Commitment, and Commitments (including the Letter of Credit Commitment Commitment) to be terminated forthwith, whereupon such Revolving Credit Commitments, the Swing Line Commitment and Commitments (including the Letter of Credit Commitment Commitment) shall immediately terminate, and/or (B) by notice of default to the Borrower, or declare the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable. In the event that the Loans, all accrued and unpaid interest thereon and all other amounts owing under the Loan Documents shall have been declared due and payable pursuant to the provisions of this Section 8.02, (i) the Administrative Agent (A) upon the direction of the Required Lenders, shall proceed to enforce the rights of the holders of the Revolving Notes and the Reimbursement Obligations by suit in equity, action at law and/or other appropriate proceedings, whether for payment or the specific performance of any covenant or agreement contained in the Loan Documents and (B) may exercise any and all rights and remedies provided to the Administrative Agent by the Loan Documents and applicable law and (ii) the Borrower shall deposit Cash Collateralize Collateral in the Cash Collateral Account in an amount equal to the Letter of Credit Exposure for the pro rata benefit of the Credit Partiesafter giving effect to all payments required under this Section 8.02. Except as otherwise expressly provided in this Sectionthe Loan Documents, the Borrower expressly waives presentment, demand, protest and all other notices of any kind are hereby expressly waivedin connection with the Loan Documents. The Borrower hereby further expressly waives and covenants not to assert any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force which might delay, prevent or otherwise impede the performance or enforcement of any Loan Document.

CONTRACT REMEDIES. Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, (a) UPON THE OCCURRENCE OF AN EVENT OF DEFAULT OR AT ANY TIME THEREAFTER DURING THE CONTINUANCE THEREOF, (i) if it is in the case of an Event of Default specified in Sections 9.1(gSection 9.1(h) or 9.1(h9.1 (i), without declaration or notice to the Borrower, all Revolving Credit Commitments, of the Swing Line Commitment and the Letter of Credit Commitment Commitments shall immediately and automatically terminate terminate, and the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents shall immediately become due and payable, and the Borrower shall Cash Collateralize the Letter of Credit Exposure for the pro rata benefit of the Credit Parties, and and (ii) if it is any in all other Event of Defaultcases, upon the direction of the Required Lenders, the Administrative Agent shall (A) shall, by notice to the Borrower, declare all Revolving Credit Commitments, of the Swing Line Commitment, and the Letter of Credit Commitment Commitments to be terminated forthwith, whereupon such Revolving Credit Commitments, the Swing Line Commitment and the Letter of Credit Commitment Commitments shall immediately terminate, and/or (B) by notice of default to the Borrower, declare the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable. In the event that the Loans, all accrued and unpaid interest thereon and all other amounts owing under the Borrower Loan Documents shall Cash Collateralize have been declared due and payable pursuant to the Letter provisions of Credit Exposure for the pro rata benefit of the Credit Parties. Except as otherwise provided in this Section, the Administrative Agent (i) upon the direction of the Required Lenders, shall proceed to enforce the rights of the holders of the Notes and the Reimbursement Obligations by suit in equity, action at law and/or other appropriate proceedings, whether for payment or the specific performance of any covenant or agreement contained in the Loan Documents and (ii) may exercise any and all rights and remedies provided to the Administrative Agent by the Loan Documents. To the extent permitted by law, except as otherwise expressly provided in the Loan Documents, the Borrower expressly waives presentment, demand, protest and all other notices of any kind in connection with the Loan Documents are hereby expressly waived. The To the extent permitted by law, the Borrower hereby further expressly waives and covenants not to assert any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force which might delay, prevent or otherwise impede the performance or enforcement of any Loan Document. (b) IN THE EVENT THAT THE COMMITMENTS SHALL HAVE TERMINATED OR THE LOANS, ALL ACCRUED AND UNPAID INTEREST THEREON AND ALL OTHER AMOUNTS OWING UNDER THE LOAN DOCUMENTS SHALL HAVE BECOME DUE AND PAYABLE PURSUANT TO THE PROVISIONS OF THIS ARTICLE 9, ANY FUNDS RECEIVED BY ANY CREDIT PARTY FROM OR ON BEHALF OF THE BORROWER (EXCEPT FUNDS RECEIVED BY ANY LENDER AS A RESULT OF A PURCHASE FROM ANY OTHER LENDER PURSUANT TO SECTION 2.6(c)) SHALL BE REMITTED TO, AND APPLIED BY, THE ADMINISTRATIVE AGENT IN THE FOLLOWING MANNER AND ORDER: (i) first, to the payment of interest on, and then the principal portion of, any Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or any Loan Party, (ii) second, to reimburse the Administrative Agent, the Issuer and the Lenders, in that order, for any expenses due from the Borrower pursuant to the provisions of Section 11.4, (iii) third, to the payment of interest on, and then the principal portion of, the Reimbursement Obligations, (iv) fourth, to the payment of the Fees, pro rata according to the Fees due and owing to the Credit Parties,

CONTRACT REMEDIES. (a) Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, (i) if it such event is an Event of Default specified in Sections 9.1(gclause (h) or 9.1(h), all Revolving Credit Commitments(i) above, the Swing Line Commitment and Commitments of all of the Letter of Credit Commitment Lenders shall immediately and automatically terminate and the Revolving Credit Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents shall immediately become due and payable, and the Borrower shall Cash Collateralize Agent may, and, upon the Letter of Credit Exposure for the pro rata benefit direction of the Credit PartiesRequired Lenders shall, exercise any and all remedies and other rights provided in the Loan Documents, and (ii) if it such event is any other Event of Default, any or all of the following actions may be taken: (A) with the consent of the Required Lenders, the Agent may, and upon the direction of the Required LendersLenders shall, the Administrative Agent shall (A) by notice to the Borrower, declare the Commitments of all Revolving Credit Commitments, of the Swing Line Commitment, and the Letter of Credit Commitment to be Lenders terminated forthwith, whereupon such Revolving Credit Commitments, the Swing Line Commitment and the Letter of Credit Commitment Commitments shall immediately terminate, and/or and (B) with the consent of the Required Lenders, the Agent may, and upon the direction of the Required Lenders shall, by notice of default to the Borrower, declare the Revolving Credit Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable, and the Borrower shall Cash Collateralize Agent may, and upon the Letter of Credit Exposure for the pro rata benefit direction of the Credit PartiesRequired Lenders shall, exercise any and all remedies and other rights provided in the Loan Documents. Except as otherwise provided in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived. The Borrower hereby further expressly waives and covenants not to assert any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force which might delay, prevent or otherwise impede the performance or enforcement of any Loan Document. (b) In the event that the Commitments of all the Lenders shall have been terminated or the Revolving Credit Loans shall have been declared due and payable pursuant to the provisions of this Section, any funds received by the Agent and the Lenders from or on behalf of the Borrower shall be applied by the Agent and the Lenders in liquidation of the Revolving Credit Loans and the other obligations of the Borrower under the Loan Documents in the following manner and order: (i) first, to the payment of interest on, and then the principal portion of, any Revolving Credit Loans which the Agent may have advanced on behalf of any Lender for which the Agent has not then been reimbursed by such Lender or the Borrower; (ii) second, to the payment of any fees or expenses due the Agent from the Borrower, (iii) third, to reimburse the Agent and the Lenders for any expenses (to the extent not paid pursuant to clause (ii) above) due from the Borrower pursuant to the provisions of Section 11.5; (iv) fourth, to the payment of accrued Fees and all other fees, expenses and amounts due under the Loan Documents (other than principal and interest on the Revolving Credit Loans), (v) fifth, to the payment pro rata according to the outstanding principal balance of the Revolving Credit Loans, of interest due on the Revolving Credit Loans of each Lender; (vi) sixth, to the payment, pro rata according to the outstanding principal balance of the Revolving Credit Loans, of principal outstanding on the Loans; and (vii) seventh, to the payment of any other amounts owing to the Agent and the Lenders under any Loan Document.

CONTRACT REMEDIES. (a) Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, , (i) if it is in the case of an Event of Default specified in Sections 9.1(gSection 9.1(h) or 9.1(h9.1(i), without declaration or notice to the Borrower, all Revolving Credit Commitments, of the Swing Line Commitment and the Letter of Credit Commitment Commitments shall immediately and automatically terminate terminate, and the Revolving Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents shall immediately become due and payable, and the Borrower shall Cash Collateralize the Letter of Credit Exposure for the pro rata benefit of the Credit Parties, and and (ii) if it is any in all other Event of Defaultcases, upon the direction of the Required Lenders, the Administrative Agent shall (A) shall, by notice to the Borrower, declare all Revolving Credit Commitments, of the Swing Line Commitment, and the Letter of Credit Commitment Commitments to be terminated forthwith, whereupon such Revolving Credit Commitments, the Swing Line Commitment and the Letter of Credit Commitment Commitments shall immediately terminate, and/or (B) by notice of default to the Borrower, declare the Revolving Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable. In the event that the Revolving Loans, all accrued and unpaid interest thereon and all other amounts owing under the Borrower Loan Documents shall Cash Collateralize have been declared due and payable pursuant to the Letter provisions of Credit Exposure for this Section 9.2, the pro rata benefit Administrative Agent (i) upon the direction of the Credit PartiesRequired Lenders, shall proceed to enforce the rights of the holders of the Notes by suit in equity, action at law and/or other appropriate proceedings, whether for payment or the specific performance of any covenant or agreement contained in the Loan Documents and (ii) may exercise any and all rights and remedies provided to the Administrative Agent by the Loan Documents. Except as otherwise expressly provided in this Sectionthe Loan Documents, the Borrower expressly waives, presentment, demand, protest and all other notices of any kind in connection with the Loan Documents are hereby expressly waived. The Borrower hereby further expressly waives and covenants not to assert any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force which might delay, prevent or otherwise impede the performance or enforcement of any Loan Document. (b) In the event that all of the Commitments shall have been terminated or the Revolving Loans, all accrued and unpaid interest thereon and all other amounts owing under the Loan Documents shall have been declared due and payable pursuant to the provisions of this Section 9.2, any funds received by any Credit Party from or on behalf of the Borrower (except funds received by any Lender as a result of a purchase from any other Lender pursuant to Section 2.5(c)) shall be remitted to, and applied by, the Administrative Agent in the following manner and order: (i) first, to the payment of interest on, and then the principal portion of, any Revolving Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or any Loan Party; (ii) second, to reimburse the Administrative Agent and the Lenders, in that order, for any expenses due from the Borrower pursuant to the provisions of Section 11.4, (iii) third, to the payment of the Fees, pro rata according to the Fees due and owing to the Credit Parties, (iv) fourth, to the payment of any other fees, expenses or other amounts (other than the principal of and interest on the Revolving Loans) payable by the Loan Parties to the Credit Parties under the Loan Documents, (v) fifth, to the payment, pro rata according to the Outstanding Percentage of each Lender, of interest due on the Revolving Loans, (vi) sixth, to the payment to the Lenders of, and on a pro rata basis in accordance with, the unpaid principal amount of the Loans and each amount then due and payable under each Secured Hedging Agreement, and (vii) seventh, any remaining funds shall be paid to whomsoever shall be entitled thereto or as a court of competent jurisdiction shall direct.

CONTRACT REMEDIES. Upon the occurrence of an Event of Default or at any time tVime thereafter during the continuance thereof, , (ia) if it is in the case of an Event of Default specified in Sections 9.1(gSection 8.01(h) or 9.1(h8.01(i), all Revolving Credit Commitmentswithout declaration or notice to the Borrower, the Swing Line Commitment and Revolving Commitments (including the Letter of Credit Commitment Commitment) shall immediately and automatically terminate terminate, and the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents shall immediately become due and payable, and the Borrower shall Cash Collateralize the Letter of Credit Exposure for the pro rata benefit of the Credit Parties, and and (iib) if it is any in all other Event of Defaultcases, upon the direction of the Required Lenders, the Administrative Agent shall (A) shall, by notice to the Borrower, declare all of the Revolving Credit Commitments, the Swing Line Commitment, and Commitments (including the Letter of Credit Commitment Commitment) to be terminated forthwith, whereupon such Revolving Credit Commitments, the Swing Line Commitment and Commitments (including the Letter of Credit Commitment Commitment) shall immediately terminate, and/or (B) by notice of default to the Borrower, or declare the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable. In the event that the Loans, all accrued and unpaid interest thereon and all other amounts owing under the Loan Documents shall have been declared due and payable pursuant to the provisions of this Section 8.02, (i) the Administrative Agent (A) upon the direction of the Required Lenders, shall proceed to enforce the rights of the holders of the Notes and the Reimbursement Obligations by suit in equity, action at law and/or other appropriate proceedings, whether for payment or the specific performance of any covenant or agreement contained in the Loan Documents and (B) may exercise any and all rights and remedies provided to the Administrative Agent by the Loan Documents and applicable law and (ii) the Borrower shall deposit Cash Collateralize Collateral in the Cash Collateral Account in an amount equal to the Letter of Credit Exposure for the pro rata benefit of the Credit Partiesafter giving effect to all payments required under this Section 8.02. Except as otherwise expressly provided in this Sectionthe Loan Documents, the Borrower expressly waives presentment, demand, protest and all other notices of any kind are hereby expressly waivedin connection with the Loan Documents. The Borrower hereby further expressly waives and covenants not to assert any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force which might delay, prevent or otherwise impede the performance or enforcement of any Loan Document.

CONTRACT REMEDIES. (a) Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, (i) if it is an Event of Default specified in Sections 9.1(g) or 9.1(h), all Revolving Credit A and B Commitments, the Swing Line Commitment A and B Commitments and the Letter of Credit Commitment A and B Commitments shall immediately and automatically terminate and the Loans, all accrued and unpaid interest thereon, all any Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit and all other amounts owing under the Loan Documents shall immediately become due and payable, and the Borrower shall Cash Collateralize forthwith deposit an amount equal to the Letter of Credit A and B Exposure for of all Lenders in a cash collateral account with and under the pro rata benefit exclusive dominion and control of the Credit PartiesCollateral Agent, and (ii) if it is any other Event of Default, upon the direction of the Required Lenders, A or B Lenders the Administrative Agent shall (A) by notice to the Borrower, declare all Revolving Credit A or B (as applicable) Commitments, the Swing Line A or B (as applicable) Commitment, and the Letter of Credit A or B (as applicable) Commitment to be terminated forthwith, whereupon such Revolving Credit A or B (as applicable) Commitments, the such Swing Line A or B (as applicable) Commitment and the such Letter of Credit A or B (as applicable) Commitment shall immediately terminate, and/or (B) by notice of default to the Borrower, declare the Revolving Credit A or B (as applicable) Loans and the Swing Line A or B (as applicable) Loans, all accrued and unpaid interest thereon, all any Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit issued under the Letter of Credit A or B (as applicable) Commitment and all other amounts owing under the Loan Documents to the Administrative Agent, the Swing Line Lender in respect of the Swing Line A or B (as applicable) Commitment or the Swing Line A or B (as applicable) Loans, each Issuing Bank in respect of the Letter of Credit A or B (as applicable) Commitment or the Letters of Credit issued thereunder, and the A or B (as applicable) Lenders in respect of the Revolving Credit A or B (as applicable) Commitments or the Revolving Credit A or B (as applicable) Loans to be due and payable forthwith, whereupon the same shall immediately become due and payable, and the Borrower shall Cash Collateralize forthwith deposit an amount equal to the Letter of Credit A or B (as applicable) Exposure for of all A or B (as applicable) Lenders in a cash collateral account with and under the pro rata benefit exclusive dominion and control of the Credit PartiesCollateral Agent. Except as otherwise provided in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived. The Borrower hereby further expressly waives and covenants not to assert any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force which might delay, prevent or otherwise impede the performance or enforcement of any Loan Document. (b) In the event that the Revolving Credit A or B (as applicable) Commitments of all the A or B (as applicable) Lenders, the Swing Line A or B (as applicable) Commitment of the Swing Line Lender and the Letter of Credit A or B (as applicable) Commitment shall have been terminated or the Revolving Credit A or B (as applicable) Loans and the Swing Line A or B (as applicable) Loans, all accrued and unpaid interest thereon, any Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit issued under the Letter of Credit A or B (as applicable) Commitment and all other amounts owing under the Loan Documents to the Administrative Agent, the Swing Line Lender in respect of the Swing Line A or B (as applicable) Commitment or the Swing Line A or B (as applicable) Loans, each Issuing Bank in respect of the Letter of Credit A or B (as applicable) Commitment or the Letters of Credit issued thereunder, and the A or B (as applicable) Lenders in respect of the Revolving Credit A or B (as applicable) Commitments or the Revolving Credit A or B (as applicable) Loans shall have been declared due and payable pursuant to the provisions of this Section, any funds received by the Administrative Agent, the Swing Line Lender, the Issuing Banks and the Revolving Credit A or B (as applicable) Lenders from or on behalf of the Borrower in respect of or on account of the foregoing shall, subject to the Collateral Agent Agreement, be remitted to and applied by the Administrative Agent in the following manner and order: (i) first, to the payment of interest on, and then the principal portion of, any Revolving Credit A or B (as applicable) Loans which the Administrative Agent may have advanced on behalf of any A or B (as applicable) Lender for which the Administrative Agent has not then been reimbursed, (ii) second, to reimburse the Administrative Agent, the Swing Line Lender in respect of the Swing Line A or B (as applicable) Loans, the Issuing Banks in respect of the Letters of Credit issued under the Letter of Credit A or B (as applicable) Commitment and the A or B (as applicable) Lenders for any expenses due from the Borrower pursuant to the provisions of Section 11.5 and the Reimbursement Agreements, (iii) third, to the payment of the Reimbursement Obligations in respect of the Letters of Credit issued under the Letter of Credit A or B (as applicable) Commitment and the outstanding principal amount of the Swing Line A or B (as applicable) Loans (together with all interest thereon), (iv) fourth, to the payment of the Fees owing to the Administrative Agent, the Swing Line Lender in respect of the Swing Line A or B (as applicable) Commitment or the Swing Line A or B (as applicable) Loans, each Issuing Bank in respect of the Letter of Credit A or B (as applicable) Commitment or the Letters of Credit issued thereunder, and the A or B (as applicable) Lenders in respect of the Revolving Credit A or B (as applicable) Commitments or the Revolving Credit A or B (as applicable) Loans, (v) fifth, to the payment of any other fees, expenses or amounts (other than the principal of and interest on the Revolving Credit A or B (as applicable) Loans and the Swing Line A or B (as applicable) Loans) payable by the Borrower under the Loan Documents to the Administrative Agent, the Issuing Banks in respect of the Letter of Credit A or B (as applicable) Commitment or the Letters of Credit issued thereunder, the Swing Line Lender in respect of the Swing Line A or B (as applicable) Commitment or the Swing Line A or B (as applicable ) Loans or any of the A or B (as applicable) Lenders, (vi) sixth, to the payment, pro rata according to the Outstanding Percentage of each A or B (as applicable) Lender, of interest due on the Revolving Credit A or B (as applicable) Loans, (vii) seventh, to the payment, pro rata according to the Outstanding Percentage of each A or B (as applicable) Lender, of principal on the Revolving Credit A or B (as applicable) Loans, and (viii) eighth, any remaining funds shall be paid to whomsoever shall be entitled thereto or as a court of competent jurisdiction shall direct.

CONTRACT REMEDIES. (a) Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, , (i) if it is in the case of an Event of Default specified in Sections 9.1(gSection 9.1(h) or 9.1(h9.1(i), without declaration or notice to the Administrative Borrower or the Borrowers, all Revolving Credit Commitments, of the Swing Line Commitment and the Letter of Credit Commitment Commitments shall immediately and automatically terminate terminate, and the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents shall immediately become due and payable, and the Borrower shall Cash Collateralize the Letter of Credit Exposure for the pro rata benefit of the Credit Parties, and and (ii) if it is any in all other Event of Defaultcases, the Administrative Agent may and, upon the direction of the Required Lenders, the Administrative Agent shall (A) shall, by notice to the Administrative Borrower, declare all Revolving Credit Commitments, of the Swing Line Commitment, and the Letter of Credit Commitment Commitments to be terminated forthwith, whereupon such Revolving Credit Commitments, the Swing Line Commitment and the Letter of Credit Commitment Commitments shall immediately terminate, and/or (B) by notice of default to the Borrower, declare the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable. In the event that the Loans, all accrued and unpaid interest thereon and all other amounts owing under the Borrower Loan Documents shall Cash Collateralize have been declared due and payable pursuant to the Letter provisions of Credit Exposure for this Section 9.2, the pro rata benefit Administrative Agent (i) upon the direction of the Credit PartiesRequired Lenders, shall proceed to enforce the rights of the holders of the Notes by suit in equity, action at law and/or other appropriate proceedings, whether for payment or the specific performance of any covenant or agreement contained in the Loan Documents and (ii) may exercise any and all rights and remedies provided to the Administrative Agent by the Loan Documents and pursuant to applicable Law. Except as otherwise expressly provided in this Sectionthe Loan Documents or as prohibited by applicable Law, the Borrowers expressly (i) waive presentment, demand, protest and protest, and all other notices of any kind in connection with the Loan Documents are hereby expressly waived. The Borrower hereby further expressly waives waived and covenants (ii) waive and covenant not to assert any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force which might delay, prevent or otherwise impede the performance or enforcement of any Loan Document. (b) In the event that all of the Commitments shall have been terminated or the Loans, all accrued and unpaid interest thereon and all other amounts owing under the Loan Documents shall have been declared due and payable pursuant to the provisions of this Section 9.2, any funds received by any Credit Party from or on behalf of a Borrower shall be remitted to, and applied by, the Administrative Agent in the following manner and order: (i) first, to the payment of interest on, and then the principal portion of, any Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or any Loan Party, (ii) second, to reimburse the Administrative Agent and the Lenders, in that order, for any expenses due from the Borrowers pursuant to the provisions of Section 11.4, (iii) third, to the payment of the Fees, pro rata according to the Fees due and owing to the Administrative Agent and the Lenders, (iv) fourth, to the payment of any other fees, expenses or other amounts (other than the principal of and interest on the Loans) payable by the Loan Parties to the Credit Parties under the Loan Documents, (v) fifth, to the payment, pro rata according to the Total Percentage of each Lender, of interest due on the Loans, (vi) sixth, to the payment, pro rata, of the unpaid principal amount of the Loans, Obligations due under Specified Hedging Agreements and Cash Management Obligations, (vii) seventh, to all other Obligations on a pro rata basis, and (viii) eighth, thereafter, any remaining funds shall be paid to the Borrowers or as a court of competent jurisdiction shall direct. Notwithstanding the foregoing, no proceeds realized for any guaranty or Collateral of a Loan Party who is not a Qualified ECP Guarantor shall be applied to the payment of Obligations due under Specified Hedging Agreements.

CONTRACT REMEDIES. (a) Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, , (i) if it is in the case of an Event of Default specified in Sections Section 9.1(g) or 9.1(h), without declaration or notice to the Borrower, all Revolving Credit Commitments, of the Swing Line Commitment and the Letter of Credit Commitment Commitments shall immediately and automatically terminate terminate, and the Revolvirig Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents shall immediately become due and payable, and the Borrower shall Cash Collateralize the Letter of Credit Exposure for the pro rata benefit of the Credit Parties, and and (ii) if it is any in all other Event of Defaultcases, upon the direction of the Required Lenders, the Administrative Agent shall (A) shall, by notice to the Borrower, declare all Revolving Credit Commitments, of the Swing Line Commitment, and the Letter of Credit Commitment Commitments to be terminated forthwith, whereupon such Revolving Credit Commitments, the Swing Line Commitment and the Letter of Credit Commitment Commitments shall immediately terminate, and/or (B) by notice of default to the Borrower, declare the Revolving Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable. In the event that the Revolving Loans, all accrued and unpaid interest thereon and all other amounts owing under the Borrower Loan Documents shall Cash Collateralize have been declared due and payable pursuant to the Letter provisions of Credit Exposure for this Section 9.2, the pro rata benefit Administrative Agent (i) upon the direction of the Credit PartiesRequired Lenders, shall proceed to enforce the rights of the holders of the Notes by suit in equity, action at law and/or other appropriate proceedings, whether for payment or the specific performance of any covenant or agreement contained in the Loan Documents and (ii) may exercise any and all rights and remedies provided to the Administrative Agent by the Loan Documents. Except as otherwise expressly provided in this Sectionthe Loan Documents, the Borrower expressly waives presentment, demand, protest and all other notices of any kind are hereby expressly waivedin connection with the Loan Documents. The Borrower hereby further expressly waives and covenants not to assert any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force which might delay, prevent or otherwise impede the performance or enforcement of any Loan Document. (b) In the event that all of the Commitments shall have been terminated or the Revolving Loans, all accrued and unpaid interest thereon and all other amounts owing under the Loan Documents shall have been declared due and payable pursuant to the provisions of this Section 9.2, any funds received by any Lender from or on behalf of the Borrower (except funds received by any Lender as a result of a purchase from any other Lender pursuant to Section 2.7(c)) shall be remitted to, and applied by, the Administrative Agent in the following manner and order: (i) to the payment of interest on, and then the principal portion of, any Revolving Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) to reimburse the Administrative Agent and the Lenders, in that order, for any expenses due from the Borrower pursuant to the provisions of Section 11.4,

CONTRACT REMEDIES. (a) Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, (i) if it is in the case of an Event of Default specified in Sections 9.1(gclauses (h) or 9.1(h)(i) of Section 8.1, all Revolving Credit Commitmentswithout declaration or notice to the Borrower, the Swing Line Commitment outstanding principal amount of the Term Loan and the Letter of Credit Commitment shall immediately and automatically terminate and the Loans, all accrued and unpaid interest thereon, thereon and all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit fees and all other amounts owing under any of the Loan Documents shall immediately become due and payable, and the Borrower shall Cash Collateralize the Letter of Credit Exposure for the pro rata benefit of the Credit Parties, payable and (ii) if it is any in all other Event of Default, upon the direction of the Required Lenderscases, the Administrative Agent shall (A) Bank may, by notice to the Borrower, declare all Revolving Credit Commitments, the Swing Line Commitment, outstanding principal amount of the Term Loan and the Letter of Credit Commitment to be terminated forthwith, whereupon such Revolving Credit Commitments, the Swing Line Commitment and the Letter of Credit Commitment shall immediately terminate, and/or (B) by notice of default to the Borrower, declare the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all fees and other amounts owing under any of the Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable, and payable forthwith. (b) In the Borrower shall Cash Collateralize event that the Letter of Credit Exposure for the pro rata benefit outstanding principal amount of the Credit PartiesTerm Loan, all accrued and unpaid interest thereon and all other amounts owing under the Loan Documents shall have been declared due and payable pursuant to the provisions of Section 8.2(a), the Bank (i) may enforce its rights as the holder of the Note by suit in equity, action at law and/or other appropriate proceedings, whether for payment or the specific performance of any covenant or agreement contained in the Loan Documents and (ii) may exercise any and all rights and remedies provided to the Bank by the Loan Documents and applicable law. Except as otherwise expressly provided in this Sectionthe Loan Documents, the Borrower expressly waives presentment, demand, protest and all other notices of any kind are hereby expressly waivedin connection with the Loan Documents. The Borrower hereby further expressly waives and covenants not to assert any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force which might delay, prevent or otherwise impede the performance or enforcement of any Loan Document. 35 (c) In the event that the outstanding principal amount of the Term Loan, all accrued and unpaid interest thereon and all other amounts owing under the Loan Documents shall have been declared due and payable pursuant to the provisions of this Section, any funds received by the Bank from or on behalf of the Borrower shall be applied by the Bank in liquidation of the Obligations in such order and manner as the Bank determines in its sole discretion, any statute, custom or usage to the contrary notwithstanding.

CONTRACT REMEDIES. (a) Upon the occurrence or at any time during the continuance of an Event of Default, the Agent, at the written request of the Required Lenders, shall notify the Borrower that all of the Aggregate Commitments have been terminated and/or that all of the Notes have been declared immediately due and payable, provided that upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, (i) if it is an Event of Default specified in Sections under Section 9.1(g) or 9.1(h(h), all Revolving Credit Commitments, of the Swing Line Commitment and the Letter of Credit Commitment Aggregate Commitments shall immediately and automatically terminate and all of the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit and all other amounts owing under the Loan Documents Notes shall become immediately become due and payable, and the Borrower shall Cash Collateralize the Letter of Credit Exposure for the pro rata benefit of the Credit Parties, and (ii) if it is any other Event of Default, upon the direction of the Required Lenders, the Administrative Agent shall (A) by payable without declaration or notice to the Borrower. To the fullest extent not prohibited by law, declare all Revolving Credit Commitmentsexcept for the notice provided for in the preceding sentence and any other notice expressly provided for herein, the Swing Line Commitment, and the Letter of Credit Commitment to be terminated forthwith, whereupon such Revolving Credit Commitments, the Swing Line Commitment and the Letter of Credit Commitment shall immediately terminate, and/or (B) by notice of default to the Borrower, declare the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit and all other amounts owing under the Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable, and the Borrower shall Cash Collateralize the Letter of Credit Exposure for the pro rata benefit of the Credit Parties. Except as otherwise provided in this Section, hereby expressly waives any presentment, demand, protest, notice of protest and all or other notices notice of any kind are hereby expressly waivedin connection with the Loan Documents and its obligations thereunder. The To the fullest extent not prohibited by law, the Borrower hereby further expressly waives and covenants not to assert any appraisement, valuation, stay, extension, redemption or similar lawslaw, now or at any time hereafter in force which might delay, prevent or otherwise impede the performance or enforcement of this Agreement and the other Loan Documents. (b) In the event that the Aggregate Commitments shall have been terminated or all of the Notes shall have been declared due and payable pursuant to the provisions of this Section 9.2, the Lenders agree, among themselves, that any funds received from or on behalf of the Borrower or, except as otherwise required by law or the Subsidiary Guaranty, any other Loan Party under any Loan DocumentDocument by any of the Lenders (except funds received by any Lender as a result of a purchase from such Lender pursuant to the provisions of Section 11.9) shall be remitted to the Agent, and shall be applied by the Agent in payment of the Loans and the obligations of the Borrower under the Loan Documents in the following manner and order: (i) first, to reimburse the Agent and thereafter the Lenders for any expenses due from the Borrower pursuant to the provisions of Section 11.5, (ii) second, to the payment of the Fees, (iii) third, to the payment of any other fees, expenses or amounts (other than the principal of and interest on the Notes) payable by the Borrower to the Agent or any of the Lenders under the Loan Documents, (iv) fourth, to the payment, pro rata according to the Outstanding Percentage of each Lender, of interest due on the Notes, (v) fifth, to the payment, pro rata according to the aggregate outstanding principal balance of the Notes, of such principal, and (vi) sixth, any remaining funds shall be paid to whomsoever shall be entitled thereto or as a court of competent jurisdiction shall direct. (c) In the event that the Notes shall have been declared due and payable pursuant to the provisions of this Section 9.2, the Agent may, and upon the written request of the Required Lenders shall, proceed to enforce the rights of the holders of the Notes by suit in 44 50 equity, action at law and/or other appropriate proceedings, whether for payment or the specific performance of any covenant or agreement contained in the Loan Documents.

CONTRACT REMEDIES. (a) Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, (i) if it is an Event of Default specified in Sections 9.1(g) or 9.1(h), all Revolving Credit Commitments, the Swing Line Commitment and the Letter of Credit Commitment shall immediately and automatically terminate and the Loans, all accrued and unpaid interest thereon, all any Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit and all other amounts owing under the Loan Documents shall immediately become due and payable, and the Borrower shall Cash Collateralize forthwith deposit an amount equal to the Letter of Credit Exposure for in a cash collateral account with and under the pro rata benefit exclusive control of the Credit PartiesAdministrative Agent, and (ii) if it is any other Event of Default, upon the direction of the Required Lenders, Lenders the Administrative Agent shall (A) by notice to the Borrower, declare all Revolving Credit Commitments, the Swing Line Commitment, and the Letter of Credit Commitment to be terminated forthwith, whereupon such Revolving Credit Commitments, the Swing Line Commitment and the Letter of Credit Commitment shall immediately terminate, and/or (B) by notice of default to the Borrower, declare the Loans, all accrued and unpaid interest thereon, all any Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit and all other amounts owing under the Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable, and the Borrower shall Cash Collateralize forthwith deposit an amount equal to the Letter of Credit Exposure for in a cash collateral account with and under the pro rata benefit exclusive control of the Credit PartiesAdministrative Agent. Except as otherwise provided in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived. The Borrower hereby further expressly waives and covenants not to assert any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force which might delay, prevent or otherwise impede the performance or enforcement of any Loan Document. (b) In the event that the Revolving Credit Commitments of all the Lenders, the Swing Line Commitment of the Swing Line Lender and the Letter of Credit Commitment shall have been terminated or the Loans, all accrued and unpaid interest thereon, any Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit and all other amounts owing under the Loan Documents shall have been declared due and payable pursuant to the provisions of this Section, any funds received by the Administrative Agent, Swing Line Lender, the Issuing Banks and the Lenders from or on behalf of the Borrower or the Parent shall be remitted to and applied by the Administrative Agent in the following manner and order: (i) first, to the payment of interest on, and then the principal portion of, any Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed, (ii) second, to the payment of any fees or expenses due the Administrative Agent from the Borrower, (iii) third, to reimburse the Administrative Agent, the Swing Line Lender, the Issuing Banks and the Lenders for any expenses (to the extent not paid pursuant to clause (ii) above) due from the Borrower pursuant to the provisions of Section 11.20 and the Reimbursement Agreements, (iv) fourth, to the payment of the Reimbursement Obligations and the outstanding principal amount of the Swing Line Loans (together with all interest thereon), (v) fifth, to the payment of the Fees, (vi) sixth, to the payment of any other fees, expenses or amounts (other than the principal of and interest on the Loans) payable by the Parent or the Borrower to the Administrative Agent, any Issuing Bank, the Swing Line Lender or any of the Lenders under the Loan Documents, (vii) seventh, to the payment, pro rata according to the Outstanding Percentage of each Lender, of interest due on the Loans (other than the Swing Line Loans), (viii) eighth, to the payment, pro rata according to Outstanding Percentage of each Lender, of principal on the Loans (other than the Swing Line Loans), and (ix) ninth, any remaining funds shall be paid to whomsoever shall be entitled thereto or as a court of competent jurisdiction shall direct.

CONTRACT REMEDIES. (a) Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, (ia) if it such event is an Event of Default specified in Sections 9.1(gclause (h) or 9.1(h), all Revolving Credit Commitments(i) above, the Swing Line Commitment Commitments of all of the Lenders and the Letter of Credit Commitment shall immediately and automatically terminate and the Loans, all accrued and unpaid interest thereon, all any Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit and all other amounts owing under the Loan Documents shall immediately become due and payable, and the Borrower shall Cash Collateralize forthwith deposit an amount equal to the Letter of Credit Exposure for in a cash collateral account with and under the pro rata benefit exclusive control of the Credit PartiesAgent, and the Agent may, and, upon the direction of the Required Lenders shall, exercise any and all remedies and other rights provided in the Loan Documents, and (iib) if it such event is any other Event of Default, any or all of the following actions may be taken: (i) with the consent of the Required Lenders, the Agent may, and upon the direction of the Required LendersLenders shall, the Administrative Agent shall (A) by notice to the Borrower, declare the Commitments of all Revolving Credit Commitments, of the Swing Line Commitment, Lenders and the Letter of Credit Commitment to be terminated forthwith, whereupon such Revolving Credit Commitments, the Swing Line Commitment Commitments and the Letter of Credit Commitment shall immediately im- mediately terminate, and/or and (Bii) with the consent of the Required Lenders, the Agent may, and upon the direction of the Required Lenders shall, by notice of default to the Borrower, declare the Loans, all accrued and unpaid interest thereon, all any Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit and all other amounts owing under the Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable, and the Borrower shall Cash Collateralize forthwith deposit an amount equal to the Letter of Credit Exposure for in a cash collateral account with and under the pro rata benefit exclusive control of the Credit PartiesAgent, and the Agent may, and upon the direction of the Required Lenders shall, exercise any and all remedies and other rights provided pursuant to the Loan Documents. Except as otherwise provided in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived. The Borrower hereby further expressly waives and covenants not to assert any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force which might delay, prevent or otherwise impede the performance or enforcement of any Loan Document. (b) In the event that the Commitments of all the Lenders and the Letter of Credit Commitment shall have been terminated or the Loans shall have been declared due and payable pursuant to the provisions of this Section, any funds received by the Agent, the Issuing Bank and the Lenders from or on behalf of the Borrower shall be applied by the Agent, the Issuing Bank and the Lenders in liquidation of the Loans, the Reimbursement Obligations and the other obligations of the Borrower under the Loan Documents in the following manner and order: (i) first, to the payment of interest on, and then the principal portion of, any Loans which the Agent may have advanced on behalf of any Lender for which the Agent has not then been reimbursed by such Lender or the Borrower; (ii) second, to the payment of any fees or expenses due the Agent from the Borrower, (iii) third, to reimburse the Agent, the Issuing Bank and the Lenders for any expenses (to the extent not paid pursuant to clause (ii) above) due from the Borrower pursuant to the provisions of Section 11.5; (iv) fourth, to the payment of accrued Fees and all other fees, expenses and amounts due under the Loan Documents (other than principal and interest on the Loans); (v) fifth, to the payment of interest due on the Loans; (vi) sixth, to the payment of principal outstanding on the Loans and under the Reimbursement Agreements; and (vii) seventh, to the payment of any other amounts owing to the Agent, the Issuing Bank and the Lenders under any Loan Document.

CONTRACT REMEDIES. (a) Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, (i) if it is an Event of Default specified in Sections Section 9.1(g) or 9.1(h), all Revolving Credit Commitments, the Swing Line Commitment and the Letter of Credit Commitment Commitments shall immediately and automatically terminate and the Loans, all accrued and unpaid interest thereon, all any Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit and all other amounts owing under the Loan Documents shall immediately become due and payable, and the Borrower shall Cash Collateralize the Letter of Credit Exposure for the pro rata benefit of the Credit Parties, and (ii) if it is any other Event of Default, upon the direction of the Required Lenders, the Administrative Agent shall (A) by notice to the Parent Borrower, declare all Revolving Credit Commitments, the Swing Line Commitment, and the Letter of Credit Commitment Commitments to be terminated forthwith, whereupon such Revolving Credit Commitments, the Swing Line Commitment and the Letter of Credit Commitment Commitments shall immediately terminate, and/or (B) by notice of default to the Parent Borrower, declare the Loans, all accrued and unpaid interest thereon, all any Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit and all other amounts owing under the Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable, and the Borrower shall Cash Collateralize the Letter of Credit Exposure for the pro rata benefit of the Credit Parties. Except as otherwise provided in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived. The Borrower Each Credit Party hereby further expressly waives and covenants not to assert any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force which might delay, prevent or otherwise impede the performance or enforcement of any Loan Document. (b) In the event that the Revolving Credit Commitments, the Swing Line Commitment and the Letter of Credit Commitments shall have been terminated or the Loans, any Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit and all other amounts owing under the Loan Documents shall have been declared due and payable pursuant to the provisions of this Section, any funds received by the Administrative Agent, either Issuing Bank, the Swing Line Lender and the Lenders from or on behalf of the Borrowers shall be remitted to, and applied by, the Administrative Agent in the following manner and order: (i) first, to the payment of interest on, and then the principal portion of, any Revolving Credit Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Table of Contents Administrative Agent has not then been reimbursed by such Lender or any Credit Party; (ii) second, to reimburse the Administrative Agent, each Issuing Bank, the Swing Line Lender for any expenses due from the Credit Parties pursuant to the provisions of Section 11.5 and the Reimbursement Agreements, (iii) third, to the payment of the Reimbursement Obligations and the outstanding principal amount of the Swing Line Loans (together with all interest thereon), (iv) fourth, to the payment of the Fees, (v) fifth, to the payment of any other fees, expenses or amounts (other than the principal of and interest on the Loans) payable by the Credit Parties to the Administrative Agent, either Issuing Bank the Swing Line Lender or any of the Lenders under the Loan Documents, (vi) sixth, to the payment, pro rata according to the Outstanding Percentage of each Lender, of interest due on the Loans (other than the Swing Line Loans), (vii) seventh, to the payment, pro rata according to Outstanding Percentage of each Lender, of principal on the Loans (other than the Swing Line Loans), of such principal, and (viii) eighth, any remaining funds shall be paid to whomsoever shall be entitled thereto or as a court of competent jurisdiction shall direct.

CONTRACT REMEDIES. (a) Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, , (i) if it is in the case of an Event of Default specified in Sections 9.1(gSection 8.1(h) or 9.1(h)8.1(i) hereof, all Revolving Credit Commitmentswithout declaration or notice to the Borrower, the Swing Line Commitment and the Letter of Credit Commitment shall immediately and automatically terminate and the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents shall immediately become due and payable, and the Borrower shall Cash Collateralize the Letter of Credit Exposure for the pro rata benefit of the Credit Parties, and and (ii) if it is any in all other Event of Defaultcases the Lender may, upon the direction of the Required Lenders, the Administrative Agent shall (A) by notice to the Borrower, declare all Revolving Credit Commitments, the Swing Line Commitment, and the Letter of Credit Commitment to be terminated forthwith, whereupon such Revolving Credit Commitments, the Swing Line Commitment and the Letter of Credit Commitment shall immediately terminate, and/or (B) by notice of default to the Borrower, declare the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable. In the event that the Loans, all accrued and unpaid interest thereon and all other amounts owing under the Borrower Loan Documents shall Cash Collateralize have been declared due and payable pursuant to the Letter provisions of Credit Exposure this Section 8.2, the Lender may (A) proceed to enforce its rights under the Loan Documents by suit in equity, action at law and/or other appropriate proceedings, whether for payment or the pro rata benefit specific performance of any covenant or agreement contained in the Credit PartiesLoan Documents and (B) exercise any and all rights and remedies provided to the Lender by the Loan Documents. Except as otherwise expressly provided in this Sectionthe Loan Documents, the Borrower expressly waives presentment, demand, protest and all other notices of any kind are hereby expressly waivedin connection with the Loan Documents. The Borrower hereby further expressly waives and covenants not to assert any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force which might delay, prevent or otherwise impede the performance or enforcement of any Loan Document. (b) In the event that the Loans, all accrued and unpaid interest thereon and all other amounts owing under the Loan Documents shall have been declared due and payable pursuant to the provisions of this Section 8.2, any funds received by the Lender from or on behalf of the Borrower shall be remitted to, and applied by, the Lender in the following manner and order: (i) first, to reimburse the Lender for any expenses due from the Borrower pursuant to the provisions of Section 9.4 hereof, (ii) second, to the payment of the Fees due and owing the Lender, (iii) third, to the payment of any other fees, expenses or other amounts (other than the principal of and interest on the Loans) payable by the Loan Parties to the Lender under the Loan Documents, (iv) fourth, to the payment of interest due on the Loans, (v) fifth, to the payment to the Lender of the unpaid principal amount of the Loans and each amount then due and payable under each Secured Hedging Agreement, and (vi) sixth, any remaining funds shall be paid to the Borrower or as a court of competent jurisdiction shall direct.

CONTRACT REMEDIES. (a) Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, (i) if it is an Event of Default specified in Sections 9.1(g) or 9.1(h), all Revolving Credit Commitments, Commitments and the Swing Line Commitment and the Letter of Credit Commitment shall immediately and automatically terminate and the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents shall immediately become due and payable, and the Borrower shall Cash Collateralize the Letter of Credit Exposure for the pro rata benefit of the Credit Parties, and (ii) if it is any other Event of Default, upon the direction of the Required Lenders, Lenders the Administrative Agent shall (A) by notice to the Borrower, declare all Revolving Credit Commitments, Commitments and the Swing Line Commitment, and the Letter of Credit Commitment to be terminated forthwith, whereupon such Revolving Credit Commitments, Commitments and the Swing Line Commitment and the Letter of Credit Commitment shall immediately terminate, and/or (B) by notice of default to the Borrower, declare the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable, and the Borrower shall Cash Collateralize the Letter of Credit Exposure for the pro rata benefit of the Credit Parties. Except as otherwise provided in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived. The Borrower hereby further expressly waives and covenants not to assert any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force which might delay, prevent or otherwise impede the performance or enforcement of any Loan Document. (b) In the event that the Revolving Credit Commitments of all the Lenders and the Swing Line Commitment of the Swing Line Lender shall have been terminated or the Loans, all accrued and unpaid interest thereon and all other amounts owing under the Loan Documents shall have been declared due and payable pursuant to the provisions of this Section, any funds received by the Administrative Agent, Swing Line Lender and the Lenders from or on behalf of the Borrower shall be remitted to and applied by the Administrative Agent in the following manner and order: (i) first, to the payment of interest on, and then the principal portion of, any Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed, (ii) second, to the payment of any fees or expenses due the Administrative Agent from the Borrower, (iii) third, to reimburse the Administrative Agent, the Swing Line Lender and the Lenders for any expenses (to the extent not paid pursuant to clause (ii) above) due from the Borrower pursuant to the provisions of Section 11.20, (iv) fourth, to the outstanding principal amount of the Swing Line Loans (together with all interest thereon), (v) fifth, to the payment of the Fees, (vi) sixth, to the payment of any other fees, expenses or amounts (other than the principal of and interest on the Loans) payable by the Borrower to the Administrative Agent, the Swing Line Lender or any of the Lenders under the Loan Documents, (vii) seventh, to the payment, pro rata according to the Outstanding Percentage of each Lender, of interest due on the Loans (other than the Swing Line Loans), (viii) eighth, to the payment, pro rata according to Outstanding Percentage of each Lender, of principal on the Loans (other than the Swing Line Loans), and (ix) ninth, any remaining funds shall be paid to whomsoever shall be entitled thereto or as a court of competent jurisdiction shall direct.

CONTRACT REMEDIES. (a) Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, (i) if it such event is an Event of Default specified in Sections 9.1(gclause (h) or 9.1(h), all Revolving Credit Commitments(i) above, the Swing Line Commitment and Commitments of all of the Letter of Credit Commitment Lenders shall immediately and automatically terminate and the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents shall immediately become due and payable, and the Borrower shall Cash Collateralize Agent may, and, upon the Letter of Credit Exposure for the pro rata benefit direction of the Credit PartiesRequired Lenders shall, exercise any and all remedies and other rights provided in the Loan Documents, and (ii) if it such event is any other Event of Default, any or all of the following actions may be taken: (A) with the consent of the Required Lenders, the Agent may, and upon the direction of the Required LendersLenders shall, the Administrative Agent shall (A) by notice to the any Borrower, declare the Commitments of all Revolving Credit Commitments, of the Swing Line Commitment, and the Letter of Credit Commitment to be Lenders terminated forthwith, whereupon such Revolving Credit Commitments, the Swing Line Commitment and the Letter of Credit Commitment Commitments shall immediately terminate, and/or and (B) with the consent of the Required Lenders, the Agent may, and upon the direction of the Required Lenders shall, by notice of default to the any Borrower, declare the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable, and the Borrower shall Cash Collateralize Agent may, and upon the Letter of Credit Exposure for the pro rata benefit direction of the Credit PartiesRequired Lenders shall, exercise any and all remedies and other rights provided in the Loan Documents. Except as otherwise provided in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived. The Each Borrower hereby further expressly waives and covenants not to assert any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force which might delay, prevent or otherwise impede the performance or enforcement of any Loan Document. (b) In the event that the Commitments of all the Lenders shall have been terminated or the Loans, all accrued and unpaid interest thereon and all other amounts owing under the Loan Documents shall have been declared due and payable pursuant to the provisions of this Section, any funds received by the Agent and the Lenders from or on behalf of the Borrowers shall be applied by the Agent and the Lenders in liquidation of the Loans of the Borrowers and the other obligations of the Borrowers under the Loan Documents in the following manner and order: (i) first, to the payment of interest on, and then the principal portion of, any Loans which the Agent may have advanced on behalf of any Lender for which the Agent has not then been reimbursed by such Lender or the

CONTRACT REMEDIES. (a) Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, (i1) if it such event is an Event of Default specified in Sections 9.1(gclause (i) or 9.1(h), all Revolving Credit Commitmentsabove, the Swing Line Commitment and the Letter of Credit Commitment shall immediately and automatically terminate and the Loans, Loans and all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit on any thereof and all other amounts owing under the Loan Documents shall immediately become due and payable, and the Borrower shall Cash Collateralize Bank may, in its sole discretion, exercise any and all remedies and other rights provided pursuant to the Letter of Credit Exposure for the pro rata benefit of the Credit PartiesLoan Documents, and (ii2) if it such event is any other Event of Default, upon the direction any or all of the Required Lendersfollowing actions may be taken: (x) the Bank may, the Administrative Agent shall (A) in its sole discretion, by notice to the Borrower, declare all Revolving Credit Commitments, the Swing Line Commitment, and the Letter of Credit Commitment to be terminated forthwith, whereupon such Revolving Credit Commitments, the Swing Line Commitment and the Letter of Credit Commitment shall immediately terminateterminate and (y) the Bank may, and/or (B) by written notice of default to the Borrower, declare the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable, and in all cases the Borrower shall Cash Collateralize Bank may, in its sole discretion, exercise any and all remedies and other rights provided pursuant to the Letter of Credit Exposure for the pro rata benefit of the Credit PartiesLoan Documents or by law. Except as otherwise provided in this Sectionparagraph 9.1, presentment, demand, protest and all other notices of any kind are hereby expressly waived. The . (b) In the event that the Commitment shall have been terminated or the Note shall have been declared due and payable pursuant to the provisions of this paragraph 9.1, any funds received by the Bank from or on behalf of the Borrower hereby further expressly waives shall be applied by the Bank in liquidation of the Loans and covenants not the obligations of the Borrower hereunder and under the Note in the following manner and order: (i) first, to assert reimburse the Bank for any appraisementexpenses due pursuant to the provisions of paragraph 10.5; (ii) second, valuationto the payment of accrued and unpaid Commitment Fee and all other fees, stayexpenses and amounts due hereunder (other than principal and interest on the Note); (iii) third, extensionto the payment of interest due on the Note; (iv) fourth, redemption or similar lawsto the payment of principal outstanding on the Note; and (v) fifth, now or at any time hereafter in force which might delay, prevent or otherwise impede to the performance or enforcement payment of any other amounts owing to the Bank under any of the Loan DocumentDocuments. Any funds remaining after the foregoing applications shall be paid over to the Borrower or as a court may otherwise direct.

CONTRACT REMEDIES. (A) Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, , (iI) if it is in the case of an Event of Default specified in Sections 9.1(gSection 9.1(h) or 9.1(h9.1(i), without declaration or notice to the Borrower, all Revolving Credit Commitments, of the Swing Line Commitment and the Letter of Credit Commitment Commitments shall immediately and automatically terminate terminate, and the Revolving Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents shall immediately become due and payable, and the Borrower shall Cash Collateralize the Letter of Credit Exposure for the pro rata benefit of the Credit Parties, and and (iiII) if it is any in all other Event of Defaultcases, upon the direction of the Required Lenders, the Administrative Agent shall (A) shall, by notice to the Borrower, declare all Revolving Credit Commitments, of the Swing Line Commitment, and the Letter of Credit Commitment Commitments to be terminated forthwith, whereupon such Revolving Credit Commitments, the Swing Line Commitment and the Letter of Credit Commitment Commitments shall immediately terminate, and/or (B) by notice of default to the Borrower, declare the Revolving Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable. In the event that the Revolving Loans, all accrued and unpaid interest thereon and all other amounts owing under the Loan Documents shall have been declared due and payable pursuant to the provisions of this Section 9.2, (i) the Administrative Agent (A) upon the direction of the Required Lenders, shall proceed to enforce the rights of the holders of the Notes and the Reimbursement Obligations by suit in equity, action at law and/or other appropriate proceedings, whether for payment or the specific performance of any covenant or agreement contained in the Loan Documents and (B) may exercise any and all rights and remedies provided to the Administrative Agent by the Loan Documents and (ii) the Borrower shall deposit in the Cash Collateralize Collateral Account, Cash Collateral in an amount equal to the Letter of Credit Exposure for the pro rata benefit of the Credit Partiesafter giving effect to all payments required under this Section 9.2(a). Except as otherwise expressly provided in this Sectionthe Loan Documents, the Borrower expressly waives presentment, demand, protest and all other notices of any kind are hereby expressly waivedin connection with the Loan Documents. The Borrower hereby further expressly waives and covenants not to assert any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force which might delay, prevent or otherwise impede the performance or enforcement of any Loan Document. (B) In the event that all of the Commitments shall have been terminated or the Revolving Loans, all accrued and unpaid interest thereon and all other amounts owing under the Loan Documents shall have been declared due and payable pursuant to the provisions of this Section 9.2, any funds received by any Credit Party from or on behalf of the Borrower (except funds received by any Lender as a result of a purchase from any other Lender pursuant to Section 2.6(c)) shall be remitted to, and applied by, the Administrative Agent in the following manner and order: (I) first, to the payment of interest on, and then the principal portion of, any Revolving Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or any Loan Party; (II) second, to reimburse the Agents, the Issuer and the Lenders, in that order, for any expenses due from the Borrower pursuant to the provisions of Section 11.4, (III) third, to the payment of interest on, and then the principal portion of, the Reimbursement Obligations, (IV) fourth, to the payment of the Fees, pro rata according to the Fees due and owing the Administrative Agent, the Issuer and the Lenders, (V) fifth, to the payment of any other fees, expenses or other amounts

CONTRACT REMEDIES. Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, , (ia) if it is in the case of an Event of Default specified in Sections 9.1(gSection 8.01(h) or 9.1(h8.01(i), all Revolving Credit Commitmentswithout declaration or notice to the Borrower, the Swing Line Commitment and Revolving Commitments (including the Letter of Credit Commitment Commitment) shall immediately and automatically terminate terminate, and the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents shall immediately become due and payable, and the Borrower shall Cash Collateralize the Letter of Credit Exposure for the pro rata benefit of the Credit Parties, and and (iib) if it is any in all other Event of Defaultcases, upon the direction of the Required Lenders, the Administrative Agent shall (A) shall, by notice to the Borrower, declare all of the Revolving Credit Commitments, the Swing Line Commitment, and Commitments (including the Letter of Credit Commitment Commitment) to be terminated forthwith, whereupon such Revolving Credit Commitments, the Swing Line Commitment and Commitments (including the Letter of Credit Commitment Commitment) shall immediately terminate, and/or (B) by notice of default to the Borrower, or declare the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable. In the event that the Loans, all accrued and unpaid interest thereon and all other amounts owing under the Loan Documents shall have been declared due and payable pursuant to the provisions of this Section 8.02, (i) the Administrative Agent (A) upon the direction of the Required Lenders, shall proceed to enforce the rights of the holders of the Notes and the Reimbursement Obligations by suit in equity, action at law and/or other appropriate proceedings, whether for payment or the specific performance of any covenant or agreement contained in the Loan Documents and (B) may exercise any and all rights and remedies provided to the Administrative Agent by the Loan Documents and applicable law and (ii) the Borrower shall deposit Cash Collateralize Collateral in the Cash Collateral Account in an amount equal to the Letter of Credit Exposure for the pro rata benefit of the Credit Partiesafter giving effect to all payments required under this Section 8.02. Except as otherwise expressly provided in this Sectionthe Loan Documents, the Borrower expressly waives presentment, demand, protest and all other notices of any kind are hereby expressly waivedin connection with the Loan Documents. The Borrower hereby further expressly waives and covenants not to assert any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force which might delay, prevent or otherwise impede the performance or enforcement of any Loan Document.

CONTRACT REMEDIES. (a) Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, (ia) if it such event is an Event of Default specified in Sections 9.1(gclause (g) or 9.1(h)(h) above, all the Revolving Credit Commitments, Commitments of all of the Lenders and the Swing Line Commitment and of the Letter of Credit Commitment Swing Line Lender shall immediately and automatically terminate and the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents shall immediately become due and payable, and the Borrower shall Cash Collateralize Administrative Agent may, and, upon the Letter of Credit Exposure for the pro rata benefit direction of the Credit PartiesRequired Lenders shall, exercise any and all remedies and other rights provided in the Loan Documents, and (iib) if it such event is any other Event of Default, upon any or all of the direction following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent shall (A) may, and upon the direction of the Required Lenders shall, by notice to the Borrower, declare all the Revolving Credit Commitments, Commitments of all of the Lenders and the Swing Line Commitment, and Commitment of the Letter of Credit Commitment to be Swing Line Lender terminated forthwith, whereupon such Revolving Credit Commitments, Commitments and the Swing Line Commitment and the Letter of Credit Commitment shall immediately terminate, and/or and (Bii) with the consent of the Required Lenders, the Administrative Agent may, and upon the direction of the Required Lenders shall, by notice of default to the Borrower, declare the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable, and the Borrower shall Cash Collateralize Administrative Agent may, and upon the Letter of Credit Exposure for the pro rata benefit direction of the Credit PartiesRequired Lenders shall, exercise any and all remedies and other rights provided in the Loan Documents. Except as otherwise provided in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived. The Borrower hereby further expressly waives and covenants not to assert any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force which might delay, 67 73 prevent or otherwise impede the performance or enforcement of any Loan Document. (b) In the event that the Revolving Credit Commitments of all the Lenders and the Swing Line Commitment of the Swing Line Lender shall have been terminated or the Loans, all accrued and unpaid interest thereon and all other amounts owing under the Loan Documents shall have been declared due and payable pursuant to the provisions of this Section, any funds received by the Administrative Agent and the Lenders from or on behalf of the Borrower shall be applied by the Administrative Agent and the Lenders in liquidation of the Loans and the other obligations of the Borrower under the Loan Documents in the following manner and order: (i) first, to the payment of interest on, and then the principal portion of, any Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) second, to the payment of any fees or expenses due the Administrative Agent from the Borrower, (iii) third, to reimburse the Administrative Agent and the Lenders for any expenses (to the extent not paid pursuant to clause (ii) above) due from the Borrower pursuant to the provisions of Section 11.5; (iv) fourth, to the payment of accrued Fees and all other fees, expenses and amounts due under the Loan Documents (other than principal and interest on the Loans), (v) fifth, to the payment pro rata according to the outstanding principal balance of the Loans, of interest due on the Loans of each Lender; (vi) sixth, to the payment of principal outstanding on the Loans; and (vii) seventh, to the payment of any other amounts owing to the Administrative Agent and the Lenders under any Loan Document.

CONTRACT REMEDIES. (a) Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, (i) if it is in the case of an Event of Default specified in Sections 9.1(gclauses (h) or 9.1(h)(i) of Section 8.1, all Revolving Credit Commitmentswithout declaration or notice to the Borrower, the Swing Line Commitment outstanding principal amount of the Term Loan and the Letter of Credit Commitment shall immediately and automatically terminate and the Loans, all accrued and unpaid interest thereon, thereon and all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit fees and all other amounts owing under any of the Loan Documents shall immediately become due and payable, and the Borrower shall Cash Collateralize the Letter of Credit Exposure for the pro rata benefit of the Credit Parties, payable and (ii) if it is any in all other Event of Default, upon the direction of the Required Lenderscases, the Administrative Agent shall (A) Bank may, by notice to the Borrower, declare all Revolving Credit Commitments, the Swing Line Commitment, outstanding principal amount of the Term Loan and the Letter of Credit Commitment to be terminated forthwith, whereupon such Revolving Credit Commitments, the Swing Line Commitment and the Letter of Credit Commitment shall immediately terminate, and/or (B) by notice of default to the Borrower, declare the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all fees and other amounts owing under any of the Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable, and payable forthwith. (b) In the Borrower shall Cash Collateralize event that the Letter of Credit Exposure for the pro rata benefit outstanding principal amount of the Credit PartiesTerm Loan, all accrued and unpaid interest thereon and all other amounts owing under the Loan Documents shall have been declared due and payable pursuant to the provisions of Section 8.2(a), the Bank (i) may enforce its rights as the holder of the Note by suit in equity, action at law and/or other appropriate proceedings, whether for payment or the specific performance of any covenant or agreement contained in the Loan Documents and (ii) may exercise any and all rights and remedies provided to the Bank by the Loan Documents and applicable law. Except as otherwise expressly provided in this Sectionthe Loan Documents, the Borrower expressly waives presentment, demand, protest and all other notices of any kind are hereby expressly waivedin connection with the Loan Documents. The Borrower hereby further expressly waives and covenants not to assert any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force which might delay, prevent or otherwise impede the performance or enforcement of any Loan Document. (c) In the event that the outstanding principal amount of the Term Loan, all accrued and unpaid interest thereon and all other amounts owing under the Loan Documents shall have been declared due and payable pursuant to the provisions of this Section, any funds received by the Bank from or on behalf of the Borrower shall be applied by the Bank in liquidation of the Obligations in such order and manner as the Bank determines in its sole discretion, any statute, custom or usage to the contrary notwithstanding.

CONTRACT REMEDIES. (A) Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, , (i) if it is in the case of an Event of Default specified in Sections 9.1(gSection 9.1(h) or 9.1(h9.1(i), without declaration or notice to the Borrower, all Revolving Credit Commitments, of the Swing Line Commitment and the Letter of Credit Commitment Commitments shall immediately and automatically terminate terminate, and the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents shall immediately become due and payable, and the Borrower shall Cash Collateralize the Letter of Credit Exposure for the pro rata benefit of the Credit Parties, and and (ii) if it is any in all other Event of Defaultcases, upon the direction of the Required Lenders, the Administrative Agent shall (A) shall, by notice to the Borrower, declare all Revolving Credit Commitments, of the Swing Line Commitment, and the Letter of Credit Commitment Commitments to be terminated forthwith, whereupon such Revolving Credit Commitments, the Swing Line Commitment and the Letter of Credit Commitment Commitments shall immediately terminate, and/or (B) by notice of default to the Borrower, declare the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable. In the event that the Loans, all accrued and unpaid interest thereon and all other amounts owing under the Loan Documents shall have been declared due and payable pursuant to the provisions of this Section, the Administrative Agent (i) upon the direction of the Required Lenders, shall proceed to enforce the rights of the holders of the Notes and the Borrower shall Cash Collateralize Reimbursement Obligations by suit in equity, action at law and/or other appropriate proceedings, whether for payment or the Letter specific performance of Credit Exposure for any covenant or agreement contained in the pro rata benefit of Loan Documents and (ii) may exercise any and all rights and remedies provided to the Credit PartiesAdministrative Agent by the Loan Documents. Except as otherwise expressly provided in this Sectionthe Loan Documents, the Borrower expressly waives, presentment, demand, protest and all other notices of any kind in connection with the Loan Documents are hereby expressly waived. The Borrower hereby further expressly waives and covenants not to assert any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force which might delay, prevent or otherwise impede the performance or enforcement of any Loan Document. (B) In the event that the Commitments shall have terminated or the Loans, all accrued and unpaid interest thereon and all other amounts owing under the Loan Documents shall have become due and payable pursuant to the provisions of this Section 9, any funds received by any Credit Party from or on behalf of the Borrower (except funds received by any Lender as a result of a purchase from any other Lender pursuant to Section 2.7(c)) shall be remitted to, and applied by, the Administrative Agent in the following manner and order: (i) first, to reimburse the Administrative Agent, the Issuer and the Lenders, in that order, for any expenses due from the Borrower pursuant to the provisions of Section 11.4, (ii) second, to the payment of the Fees, pro rata according to the Fees due and owing to the Credit Parties, (iii) third, to the payment of any other fees, expenses or other amounts (other than the principal of and interest on the Loans) payable by the Loan Parties to the Credit Parties under the Loan Documents, (iv) fourth, to the payment, pro rata according to the Total Percentage of each Lender, of interest due on the Loans and the Reimbursement Obligations, (v) fifth, to the payment to the Lenders of, and on a pro rata basis in accordance with, the unpaid principal amount of the Loans and the Reimbursement Obligations and each amount then due and payable under each Hedging Agreement between the Borrower and a Lender, and (vi) sixth, any remaining funds shall be paid to the Borrower or as a court of competent jurisdiction shall direct.

CONTRACT REMEDIES. Upon UPON THE OCCURRENCE OF AN EVENT OF DEFAULT OR AT ANY TIME THEREAFTER DURING THE CONTINUANCE THEREOF, in the occurrence case of an Event of Default or at any time thereafter during the continuance thereof, (i) if it is an Event of Default specified in Sections 9.1(gSection 9.1(h) or 9.1(h9.1(i), without declaration or notice to the Borrower, all Revolving Credit Commitments, of the Swing Line Commitment and the Letter of Credit Commitment Commitments shall immediately and automatically terminate terminate, and the Revolving Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents shall immediately become due and payable, and the Borrower shall Cash Collateralize the Letter of Credit Exposure for the pro rata benefit of the Credit Parties, and (ii) if it is any in all other Event of Defaultcases, upon the direction of the Required Lenders, the Administrative Agent shall (A) shall, by notice to the Borrower, declare all Revolving Credit Commitments, of the Swing Line Commitment, and the Letter of Credit Commitment Commitments to be terminated forthwith, whereupon such Revolving Credit Commitments, the Swing Line Commitment and the Letter of Credit Commitment Commitments shall immediately terminate, and/or (B) by notice of default to the Borrower, declare the Revolving Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable. In the event that the Revolving Loans, all accrued and unpaid interest thereon and all other amounts owing under the Borrower Loan Documents shall Cash Collateralize have been declared due and payable pursuant to the Letter provisions of Credit Exposure for the pro rata benefit of the Credit Parties. Except as otherwise provided in this Section, the Administrative Agent (i) upon the direction of the Required Lenders, shall proceed to enforce the rights of the holders of the Notes and the Reimbursement Obligations by suit in equity, action at law and/or other appropriate proceedings, whether for payment or the specific performance of any covenant or agreement contained in the Loan Documents and (ii) may exercise any and all rights and remedies provided to the Administrative Agent by the Loan Documents. To the extent permitted by law, except as otherwise expressly provided in the Loan Documents, the Borrower expressly waives presentment, demand, protest and all other notices of any kind in connection with the Loan Documents are hereby expressly waived. The To the extent permitted by law, the Borrower hereby further expressly waives and covenants not to assert any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force which might delay, prevent or otherwise impede the performance or enforcement of any Loan Document.. IN THE EVENT THAT THE COMMITMENTS SHALL HAVE TERMINATED OR THE REVOLVING LOANS, ALL ACCRUED AND UNPAID INTEREST THEREON AND ALL OTHER AMOUNTS OWING UNDER THE LOAN DOCUMENTS SHALL HAVE BECOME DUE AND PAYABLE PURSUANT TO THE PROVISIONS OF THIS ARTICLE 9, ANY FUNDS RECEIVED BY ANY CREDIT PARTY FROM OR ON BEHALF OF THE BORROWER (EXCEPT FUNDS RECEIVED BY ANY LENDER AS A RESULT OF A PURCHASE FROM ANY OTHER LENDER PURSUANT TO SECTION 2.6(c)) SHALL BE REMITTED TO, AND APPLIED BY, THE ADMINISTRATIVE AGENT IN THE FOLLOWING MANNER AND ORDER: first, to the payment of interest on, and then the principal portion of, any Revolving Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or any Loan Party, second, to reimburse the Administrative Agent, the Issuer and the Lenders, in that order, for any expenses due from the Borrower pursuant to the provisions of Section 11.4, third, to the payment of interest on, and then the principal portion of, the Reimbursement Obligations,

CONTRACT REMEDIES. (a) Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, (i) if it is in the case of an Event of Default specified in Sections 9.1(gclauses (h) or 9.1(h)(i) of Section 8.1, all Revolving Credit Commitmentswithout declaration or notice to the Borrower, the Swing Line Commitment and the Letter of Credit Commitment Revolving Facility shall immediately and automatically terminate terminate, and the Revolving Loans, any draws on the Letters of Credit, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents shall immediately become due and payable, and the Borrower shall Cash Collateralize the Letter of Credit Exposure for the pro rata benefit of the Credit Parties, and (ii) if it is any in all other Event of Default, upon the direction of the Required Lenderscases, the Administrative Agent shall (A) Bank may, by notice to the Borrower, declare all the Revolving Credit Commitments, the Swing Line Commitment, Facility and the Letter Letters of Credit Commitment to be terminated forthwith, whereupon such Revolving Credit Commitments, the Swing Line Commitment Facility and the Letter any outstanding Letters of Credit Commitment shall immediately terminate, and/or (B) by notice of default to the Borrower, or declare the Revolving Loans, any outstanding Letters of Credit, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payablepayable forthwith. (b) In the event that the Revolving Loans, any draws on the Letters of Credit, all accrued and unpaid interest thereon and all other amounts owing under the Borrower Loan Documents shall Cash Collateralize have been declared due and payable pursuant to the Letter provisions of Credit Exposure for Section 8.2(a), the pro rata benefit Bank (i) may enforce its rights as the holder of the Credit PartiesNote by suit in equity, action at law and/or other appropriate proceedings, whether for payment or the specific performance of any covenant or agreement contained in the Loan Documents and (ii) may exercise any and all rights and remedies provided to the Bank by the Loan Documents and applicable law. Except as otherwise expressly provided in this Sectionthe Loan Documents, the Borrower expressly waives presentment, demand, protest and all other notices of any kind are hereby expressly waivedin connection with the Loan Documents. The Borrower hereby further expressly waives and covenants not to assert any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force which might delay, prevent or otherwise impede the performance or enforcement of any Loan Document. (c) In the event that the Revolving Loans, all accrued and unpaid interest thereon and all other amounts owing under the Loan Documents shall have been declared due and payable pursuant to the provisions of this Section, any funds received by the Bank from or on behalf of the Borrower shall be applied by the Bank in liquidation of the Revolving Loans and the other obligations of the Borrower under the Loan Documents in such order and manner as the Bank determines in its sole discretion, any statute, custom or usage to the contrary notwithstanding.

CONTRACT REMEDIES. (a) Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, (ia) if it such event is an Event of Default specified in Sections 9.1(gclause (g) or 9.1(h)(h) above, all the Revolving Credit Commitments, Commitments of all of the Lenders and the Swing Line Commitment and of the Letter of Credit Commitment Swing Line Lender shall immediately and automatically terminate and the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents shall immediately become due and payable, and the Borrower shall Cash Collateralize Administrative Agent may, and, upon the Letter of Credit Exposure for the pro rata benefit direction of the Credit PartiesRequired Lenders shall, exercise any and all remedies and other rights provided in the Loan Documents, and (iib) if it such event is any other Event of Default, upon any or all of the direction following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent shall (A) may, and upon the direction of the Required Lenders shall, by notice to the Borrower, declare all the Revolving Credit Commitments, Commitments of all of the Lenders and the Swing Line Commitment, and Commitment of the Letter of Credit Commitment to be Swing Line Lender terminated forthwith, whereupon such Revolving Credit Commitments, Commitments and the Swing Line Commitment and the Letter of Credit Commitment shall immediately terminate, and/or and (Bii) with the consent of the Required Lenders, the Administrative Agent may, and upon the direction of the Required Lenders shall, by notice of default to the Borrower, declare the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable, (b) In the event that the Revolving Credit Commitments of all the Lenders and the Swing Line Commitment of the Swing Line Lender shall have been terminated or the Loans, all accrued and unpaid interest thereon and all other amounts owing under the Loan Documents shall have been declared due and payable pursuant to the provisions of this Section, any funds received by the Administrative Agent and the Lenders from or on behalf of the Borrower shall Cash Collateralize be applied by the Letter of Credit Exposure for Administrative Agent and the pro rata benefit Lenders in liquidation of the Credit Parties. Except as otherwise provided Loans and the other obligations of the Borrower under the Loan Documents in this Sectionthe following manner and order: (i) first, presentmentto the payment of interest on, demandand then the principal portion of, protest any Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) second, to the payment of any fees or expenses due the Administrative Agent from the Borrower, (iii) third, to reimburse the Administrative Agent and the Lenders for any expenses (to the extent not paid pursuant to clause (ii) above) due from the Borrower pursuant to the provisions of Section 11.5; (iv) fourth, to the payment of accrued Fees and all other notices fees, expenses and amounts due under the Loan Documents (other than principal and interest on the Loans), (v) fifth, to the payment pro rata according to the outstanding principal balance of the Loans, of interest due on the Loans of each Lender; (vi) sixth, to the payment of principal outstanding on the Loans; and (vii) seventh, to the payment of any kind are hereby expressly waived. The Borrower hereby further expressly waives other amounts owing to the Administrative Agent and covenants not to assert any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force which might delay, prevent or otherwise impede the performance or enforcement of Lenders under any Loan Document.

CONTRACT REMEDIES. (a) Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, (i) if it is in the case of an Event of Default specified in Sections 9.1(gclauses (h) or 9.1(h)(i) of Section 8.1, all Revolving Credit Commitmentswithout declaration or notice to the Borrower, the Swing Line Commitment and the Letter of Credit Commitment Loans shall immediately and automatically terminate terminate, and the Loans, any draws on the Letters of Credit, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents shall immediately become due and payable, and the Borrower shall Cash Collateralize the Letter of Credit Exposure for the pro rata benefit of the Credit Parties, and (ii) if it is any in all other Event of Default, upon the direction of the Required Lenderscases, the Administrative Agent shall (A) Bank may, by notice to the Borrower, declare all Revolving Credit Commitments, the Swing Line Commitment, Loans and the Letter Letters of Credit Commitment to be terminated forthwith, whereupon such Revolving Credit Commitments, the Swing Line Commitment Loans and the Letter any outstanding Letters of Credit Commitment shall immediately terminate, and/or (B) by notice of default to the Borrower, or declare the Loans, any outstanding Letters of Credit, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payablepayable forthwith. (b) In the event that the Loans, any draws on the Letters of Credit, all accrued and unpaid interest thereon and all other amounts owing under the Borrower Loan Documents shall Cash Collateralize have been declared due and payable pursuant to the Letter provisions of Credit Exposure for Section 8.2(a), the pro rata benefit Bank (i) may enforce its rights as the holder of the Credit PartiesNotes by suit in equity, action at law and/or other appropriate proceedings, whether for payment or the specific performance of any covenant or agreement contained in the Loan Documents and (ii) may exercise any and all rights and remedies provided to the Bank by the Loan Documents and applicable law. Except as otherwise expressly provided in this Sectionthe Loan Documents, the Borrower expressly waives presentment, demand, protest and all other notices of any kind are hereby expressly waivedin connection with the Loan Documents. The Borrower hereby further expressly waives and covenants not to assert any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force which might delay, prevent or otherwise impede the performance or enforcement of any Loan Document. (c) In the event that the Loans, all accrued and unpaid interest thereon and all other amounts owing under the Loan Documents shall have been declared due and payable pursuant to the provisions of this Section, any funds received by the Bank from or on behalf of the Borrower shall be applied by the Bank in liquidation of the Loans and the other obligations of the Borrower under the Loan Documents in such order and manner as the Bank determines in its sole discretion, any statute, custom or usage to the contrary notwithstanding.

CONTRACT REMEDIES. 1. Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, (ia) if it such event is an Event of Default specified whether in Sections 9.1(gclause (h) or 9.1(h), all Revolving Credit Commitments(i) above, the Swing Line Commitment and Commitments of all of the Letter of Credit Commitment Lenders shall immediately and automatically terminate and the Revolving Credit Loans, all accrued and unpaid interest thereon, all any Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit and all other amounts owing under the Loan Documents shall immediately become due and payable, and the Borrower shall Cash Collateralize forthwith deposit an amount equal to the Letter of Credit Exposure for in a cash collateral account with and under the pro rata benefit exclusive control of the Credit PartiesAgent, and the Agent may, and, upon the direction of the Required Lenders shall, exercise any and all remedies and other rights provided in the Loan Documents, and (iib) if it such event is any other Event of Default, any or all of the following actions may be taken: (i) with the consent of the Required Lenders, the Agent may, and upon the direction of the Required LendersLenders shall, the Administrative Agent shall (A) by notice to the Borrower, declare the Commitments of all Revolving Credit Commitments, of the Swing Line Commitment, Lenders and the Letter of Credit Commitment to be terminated forthwith, whereupon such Revolving Credit Commitments, the Swing Line Commitment Commitments and the Letter of Credit Commitment shall immediately terminate, and/or and (Bii) with the consent of the Required Lenders, the Agent may, and upon the direction of the Required Lenders shall, by notice of default to the Borrower, declare the Revolving Credit Loans, all accrued and unpaid interest thereon, all any Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit and all other amounts owing under the Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable, and the Borrower shall Cash Collateralize forthwith deposit an amount equal to the Letter of Credit Exposure for in a cash collateral account with and under the pro rata benefit exclusive control of the Credit PartiesAgent, and the Agent may, and upon the direction of the Required Lenders shall, exercise any and all remedies and other rights provided in the Loan Documents. Except as otherwise provided in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived. The Borrower hereby further expressly waives and covenants not to assert any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force which might delay, prevent or otherwise impede the performance or enforcement of any Loan Document. 2. In the event that the Commitments of all the Lenders and the Letter of Credit Commitment shall have been terminated or the Revolving Credit Loans, all accrued and unpaid interest thereon, any Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit and all other amounts owing under the Loan Documents shall have been declared due and payable pursuant to the provisions of this Section, any funds received by the Agent, the Issuing Bank and the Lenders from or on behalf of the Borrower shall be applied by the Agent, the Issuing Bank and the Lenders in liquidation of the Revolving Credit Loans, the Reimbursement Obligations and the other obligations of the Borrower under the Loan Documents in the following manner and order:a. first, to the payment of interest on, and then the principal portion of, any Revolving Credit Loans which the Agent may have advanced on behalf of any Lender for which the Agent has not then been reimbursed by such Lender or the Borrower;b. second, to the payment of any fees or expenses due the Agent from the Borrower;c. third, to reimburse the Agent, the Issuing Bank and the Lenders for any expenses (to the extent not paid pursuant to clause (ii) above) due from the Borrower pursuant to the provisions of Section 11.5;d. fourth, to the payment of accrued Fees and all other fees, expenses and amounts due under the Loan Documents (other than principal and interest on the Revolving Credit Loans and the Reimbursement Obligations);e. fifth, to the payment pro rata according to the outstanding principal balance of the Revolving Credit Loans and the Letter of Credit Exposure, of interest due on the Revolving Credit Loans and the Letter of Credit Exposure of each Lender;f. sixth, to the payment of principal outstanding on the Revolving Credit Loans and under the Reimbursement Agreements; and g. seventh, to the payment of any other amounts owing to the Agent, the Issuing Bank and the Lenders under any Loan Document.

CONTRACT REMEDIES. (a) Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, (i) if it is an Event of Default specified in Sections 9.1(g) or 9.1(h), all Revolving Credit Commitments, the Swing Line Commitment and the Letter of Credit Commitment shall immediately and automatically terminate and the Loans, all accrued and unpaid interest thereon, all any Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit and all other amounts owing under the Loan Documents shall immediately become due and payable, and the Borrower shall Cash Collateralize forthwith deposit an amount equal to the Letter of Credit Exposure for of all Lenders in a cash collateral account with and under the pro rata benefit exclusive dominion and control of the Credit PartiesCollateral Agent, and (ii) if it is any other Event of Default, upon the direction of the Required Lenders, Lenders the Administrative Agent shall (A) by notice to the Borrower, declare all Revolving Credit Commitments, the Swing Line Commitment, and the Letter of Credit Commitment to be terminated forthwith, whereupon such Revolving Credit Commitments, the Swing Line Commitment and the Letter of Credit Commitment shall immediately terminate, and/or (B) by notice of default to the Borrower, declare the Loans, all accrued and unpaid interest thereon, all any Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit and all other amounts owing under the Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable, and the Borrower shall Cash Collateralize forthwith deposit an amount equal to the Letter of Credit Exposure for of all Lenders in a cash collateral account with and under the pro rata benefit exclusive dominion and control of the Credit PartiesCollateral Agent. Except as otherwise provided in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived. The Borrower hereby further expressly waives and covenants not to assert any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force which might delay, prevent or otherwise impede the performance or enforcement of any Loan Document. (b) In the event that the Revolving Credit Commitments of all the Lenders, the Swing Line Commitment of the Swing Line Lender and the Letter of Credit Commitment shall have been terminated or the Loans, all accrued and unpaid interest thereon, any Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit and all other amounts owing under the Loan Documents shall have been declared due and payable pursuant to the provisions of this Section, any funds received by the Administrative Agent, Swing Line Lender, the Issuing Bank and the Lenders from or on behalf of the Borrower shall, subject to the Collateral Agent Agreement, be remitted to and applied by the Administrative Agent in the following manner and order: (i) first, to the payment of interest on, and then the principal portion of, any Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed, (ii) second, to reimburse the Administrative Agent, the Swing Line Lender, the Issuing Bank and the Lenders for any expenses due from the Borrower pursuant to the provisions of Section 11.5 and the Reimbursement Agreements, (iii) third, to the payment of the Reimbursement Obligations and the outstanding principal amount of the Swing Line Loans (together with all interest thereon), (iv) fourth, to the payment of the Fees, (v) fifth, to the payment of any other fees, expenses or amounts (other than the principal of and interest on the Loans) payable by the Borrower to the Administrative Agent, the Issuing Bank, the Swing Line Lender or any of the Lenders under the Loan Documents, (vi) sixth, to the payment, pro rata according to the Outstanding Percentage of each Lender, of interest due on the Loans (other than the Swing Line Loans), (vii) seventh, to the payment, pro rata according to the Outstanding Percentage of each Lender, of principal on the Loans (other than the Swing Line Loans), and (viii) eighth, any remaining funds shall be paid to whomsoever shall be entitled thereto or as a court of competent jurisdiction shall direct.

CONTRACT REMEDIES. (a) Upon the occurrence or at any time during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders shall, notify the Borrower that all of the Aggregate Commitments have been terminated and that all of the Notes have been declared immediately due and payable, provided that upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, (i) if it is an Event of Default specified in Sections 9.1(gunder Section 8.1(g) or 9.1(h(h), all Revolving Credit Commitments, of the Swing Line Commitment and the Letter of Credit Commitment Aggregate Commitments shall immediately and automatically terminate and all of the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit and all other amounts owing under the Loan Documents Notes shall become immediately become due and payable, and the Borrower shall Cash Collateralize the Letter of Credit Exposure for the pro rata benefit of the Credit Parties, and (ii) if it is any other Event of Default, upon the direction of the Required Lenders, the Administrative Agent shall (A) by payable without declaration or notice to the Borrower. To the fullest extent not prohibited by law, declare all Revolving Credit Commitmentsexcept for the notice provided for in the preceding sentence, the Swing Line Commitment, and the Letter of Credit Commitment to be terminated forthwith, whereupon such Revolving Credit Commitments, the Swing Line Commitment and the Letter of Credit Commitment shall immediately terminate, and/or (B) by notice of default to the Borrower, declare the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit and all other amounts owing under the Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable, and the Borrower shall Cash Collateralize the Letter of Credit Exposure for the pro rata benefit of the Credit Parties. Except as otherwise provided in this Section, hereby expressly waives any presentment, demand, protest, notice of protest and all or other notices notice of any kind are hereby expressly waivedin connection with the Loan Documents and its obligations thereunder. The To the fullest extent not prohibited by law, the Borrower hereby further expressly waives and covenants not to assert any appraisement, valuation, stay, extension, redemption or similar lawslaw, now or at any time hereafter in force which might delay, prevent or otherwise impede the performance or enforcement of this Agreement and the other Loan Documents. (b) In the event that all of the Aggregate Commitments shall have been terminated or all of the Notes shall have been declared due and payable pursuant to the provisions of this Section 8.2, the Lenders agree, among themselves, that any funds received from or on behalf of the Borrower under any Loan DocumentDocument by any Lender (except funds received by any Lender as a result of a purchase from such Lender pursuant to the provisions of Section 10.9) shall be remitted to the Administrative Agent, and shall be applied by the Administrative Agent in payment of the Loans and the other obligations of the Borrower under the Loan Documents in the following manner and order: (i) first, to the payment of interest on, and then the principal portion of, any Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) second, to reimburse the Administrative Agent and the Lenders, in that order, for any expenses due from the Borrower pursuant to the provisions of Section 10.5, (iii) third, to the payment of the Fees, (iv) fourth, to the payment of any other fees, expenses or amounts (other than the principal of and interest on the Notes) payable by the Borrower to the Administrative Agent or any of the Lenders under the Loan Documents, (v) fifth, to the payment, pro rata according to the Outstanding Percentage of each Lender, of interest due on the Notes, (vi) sixth, to the payment, pro rata according to the aggregate outstanding principal balance of the Notes, of such principal, and (vii) seventh, any remaining funds shall be paid to whomsoever shall be entitled thereto or as a court of competent jurisdiction shall direct. (c) In the event that the Notes shall have been declared due and payable pursuant to the provisions of this Section 8.2, the Administrative Agent (i) may, and upon the direction of the Required Lenders shall, proceed to enforce the rights of the holders of the Notes by suit in equity, action at law and/or other appropriate proceedings, whether for payment or the specific performance of any covenant or agreement contained in the Loan Documents. In the event that the Administrative Agent shall fail or refuse so to proceed, each Lender shall be entitled to take such action as the Required Lenders under the Loan Documents, and (ii) may exercise any and all rights and remedies (1) granted to a secured party in the State of New York or otherwise allowed at law, and (2) otherwise provided to the Administrative Agent by this Agreement.

CONTRACT REMEDIES. (a) Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, , (i) if it is in the case of an Event of Default specified in Sections 9.1(gSection 9.1(i) or 9.1(h9.1(j), without declaration or notice to the Borrower, all Revolving Credit Commitments, of the Swing Line Commitment and the Letter of Credit Commitment Commitments shall immediately and automatically terminate terminate, and the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents shall immediately become due and payable, and the Borrower shall Cash Collateralize the Letter of Credit Exposure for the pro rata benefit of the Credit Parties, and and (ii) if it is any in all other Event of Defaultcases, upon the direction of the Required Lenders, the Administrative Agent shall (A) shall, by notice to the Borrower, declare all Revolving Credit Commitments, of the Swing Line Commitment, and the Letter of Credit Commitment Commitments to be terminated forthwith, whereupon such Revolving Credit Commitments, the Swing Line Commitment and the Letter of Credit Commitment Commitments shall immediately terminate, and/or (B) by notice of default to the Borrower, declare the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable. In the event that the Loans, all accrued and unpaid interest thereon and all other amounts owing under the Borrower Loan Documents shall Cash Collateralize have been declared due and payable pursuant to the Letter provisions of Credit Exposure for this Section 9.2, the pro rata benefit Administrative Agent (i) upon the direction of the Credit PartiesRequired Lenders, shall proceed to enforce the rights of the holders of the Notes by suit in equity, action at law and/or other appropriate proceedings, whether for payment or the specific performance of any covenant or agreement contained in the Loan Documents and (ii) may exercise any and all rights and remedies provided to the Administrative Agent by the Loan Documents or pursuant to applicable law. Except as otherwise expressly provided in this Sectionthe Loan Documents, the Borrower expressly waives, presentment, demand, protest and protest, and all other notices of any kind in connection with the Loan Documents are hereby expressly waived. The Borrower hereby further expressly waives and covenants not to assert any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force which might delay, prevent or otherwise impede the performance or enforcement of any Loan Document. (b) In the event that all of the Commitments shall have been terminated or the Loans, all accrued and unpaid interest thereon and all other amounts owing under the Loan Documents shall have been declared due and payable pursuant to the provisions of this Section 9.2, any funds received by any Credit Party from or on behalf of the Borrower shall be remitted to, and applied by, the Administrative Agent in the following manner and order: (i) first, to the payment of interest on, and then the principal portion of, any Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or any Loan Party; (ii) second, to reimburse the Agents and the Lenders, in that order, for any expenses due from the Borrower pursuant to the provisions of Section 11.4; (iii) third, to the payment of the Fees, pro rata according to the Fees due and owing to the Credit Parties; (iv) fourth, to the payment of any other fees, expenses or other amounts (other than the principal of and interest on the Loans) payable by the Loan Parties to the Credit Parties under the Loan Documents; (v) fifth, to the payment, pro rata according to the Aggregate Percentage of each Lender, of interest due on the Loans; (vi) sixth, to the payment to the Lenders of, and on a pro rata basis in accordance with, the unpaid principal amount of the Loans; (vii) seventh, to all other Obligations; and (viii) eighth, thereafter, any remaining funds shall be paid to the Borrower or as a court of competent jurisdiction shall direct. Notwithstanding the foregoing, the Credit Parties may agree among themselves to an allocation of such funds that does not comply with the immediately preceding sentence.

CONTRACT REMEDIES. (a) Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, (i) if it is an Event of Default specified in Sections Section 9.1(g) or 9.1(h), all Revolving Credit Commitments, the Swing Line Commitment and the Letter of Credit Commitment shall immediately and automatically terminate and the Loans, all accrued and unpaid interest thereon, all any Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit 107 and all other amounts owing under the Loan Documents shall immediately become due and payable, and the Borrower shall Cash Collateralize the Letter of Credit Exposure for the pro rata benefit of the Credit Parties, and (ii) if it is any other Event of Default, upon the direction of the Required Lenders, the Administrative Agent shall (A) by notice to the Parent Borrower, declare all Revolving Credit Commitments, the Swing Line Commitment, and the Letter of Credit Commitment to be terminated forthwith, whereupon such Revolving Credit Commitments, the Swing Line Commitment and the Letter of Credit Commitment shall immediately terminate, and/or (B) by notice of default to the Parent Borrower, declare the Loans, all accrued and unpaid interest thereon, all any Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit and all other amounts owing under the Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable, and the Borrower shall Cash Collateralize the Letter of Credit Exposure for the pro rata benefit of the Credit Parties. Except as otherwise provided in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived. The Borrower Each Credit Party hereby further expressly waives and covenants not to assert any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force which might delay, prevent or otherwise impede the performance or enforcement of any Loan Document. (b) In the event that the Revolving Credit Commitments, the Swing Line Commitment and the Letter of Credit Commitment shall have been terminated or the Loans, any Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit and all other amounts owing under the Loan Documents shall have been declared due and payable pursuant to the provisions of this Section, any funds received by the Administrative Agent, the Issuing Bank, the Swing Line Lender and the Lenders from or on behalf of the Borrowers shall be remitted to, and applied by, the Administrative Agent in the following manner and order: (i) first, to the payment of interest on, and then the principal portion of, any Revolving Credit Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or any Credit Party; (ii) second, to reimburse the Administrative Agent, the Issuing Bank, the Swing Line Lender for any expenses due from the Credit Parties pursuant to the provisions of Section 11.5 and the Reimbursement Agreements, (iii) third, to the payment of the Reimbursement Obligations and the outstanding principal amount of the Swing Line Loans (together with all interest thereon), (iv) fourth, to the payment of the Fees, (v) fifth, to the payment of any other fees, expenses or amounts (other than the principal of and interest on the Loans) payable by the Credit Parties to the Administrative Agent, the Issuing Bank, the Swing Line Lender or any of the Lenders under the Loan Documents, (vi) sixth, to the payment, pro rata according to the Outstanding Percentage of each Lender, of interest due on the Loans (other than the Swing Line Loans), (vii) seventh, to the payment, pro rata according to Outstanding Percentage of each Lender, of principal on the Loans (other than the Swing Line Loans), of such principal, and (viii) eighth, any remaining funds shall be paid to whomsoever shall be entitled thereto or as a court of competent jurisdiction shall direct.

CONTRACT REMEDIES. (a) Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, (i) if it such event is an Event of Default specified in Sections 9.1(gclause (h) or 9.1(h), all Revolving Credit Commitments(i) above, the Swing Line Commitment Commitments of all of the Lenders and the Letter of Credit Commitment shall immediately and automatically terminate and the Loans, all accrued and unpaid interest thereon, all any Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit and all other amounts owing under the Loan Documents shall immediately become due and payable, and the Borrower shall Cash Collateralize forthwith deposit an amount equal to the Letter of Credit Exposure for in a cash collateral account with and under the pro rata benefit exclusive control of the Credit PartiesAgent, and the Agent may, and, upon the direction of the Required Lenders shall, exercise any and all remedies and other rights provided in the Loan Documents, and (ii) if it such event is any other Event of Default, any or all of the following actions may be taken: (A) with the consent of the Required Lenders, the Agent may, and upon the direction of the Required LendersLenders shall, the Administrative Agent shall (A) by notice to the Borrower, declare the Commitments of all Revolving Credit Commitments, of the Swing Line Commitment, Lenders and the Letter of Credit Commitment to be terminated forthwith, whereupon such Revolving Credit Commitments, the Swing Line Commitment Commitments and the Letter of Credit Commitment shall immediately terminate, and/or and (B) with the consent of the Required Lenders, the Agent may, and upon the direction of the Required Lenders shall, by notice of default to the Borrower, declare the Loans, all accrued and unpaid interest thereon, all any Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit and all other amounts owing under the Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable, and the Borrower shall Cash Collateralize forthwith deposit an amount equal to the Letter of Credit Exposure for in a cash collateral account with and under the pro rata benefit exclusive control of the Credit PartiesAgent, and the Agent may, and upon the direction of the Required Lenders shall, exercise any and all remedies and other rights provided in the Loan Documents. Except as otherwise provided in this SectionSection 9.2(a), presentment, demand, protest and all other notices of any kind are hereby expressly waived. The Borrower hereby further expressly waives and covenants not to assert any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force which might delay, prevent or otherwise impede the performance or enforcement of any Loan Document. (b) In the event that the Commitments of all the Lenders and the Letter of Credit Commitment shall have been terminated or the Loans shall have been declared due and payable pursuant to the provisions of this Section 9.2, any funds received by the Agent, the Issuing Bank and the Lenders from or on behalf of the Borrower shall be applied by the Agent, the Issuing Bank and the Lenders in liquidation of the Loans, the Reimbursement Obligations and the other obligations of the Borrower under the Loan Documents in the following manner and order: (i) first, to the payment of interest on, and then the principal portion of, any Loans which the Agent may have advanced on behalf of any Lender for which the Agent has not then been reimbursed by such Lender or the Borrower; (ii) second, to the payment of any fees or expenses due the Agent from the Borrower, (iii) third, to reimburse the Agent, the Issuing Bank and the Lenders for any expenses (to the extent not paid pursuant to clause (ii) above) due from the Borrower pursuant to the provisions of Section 11.5; (iv) fourth, to the payment of accrued Fees and all other fees, expenses and amounts due under the Loan Documents (other than principal and interest on the Loans and the Reimbursement Obligations), (v) fifth, to the payment pro rata according to the Outstanding Percentage of each Lender, of interest due on the Notes; (vi) sixth, to the payment of principal outstanding on the Loans and under the Reimbursement Agreements, and to the payment of obligations of the Borrower to the Lenders arising out of Interest Rate Protection Arrangements to the extent such obligations arising out of such Interest Rate Protection Arrangements are secured by the Collateral; and (vii) seventh, to the payment of any other amounts owing to the Agent, the Issuing Bank and the Lenders under any Loan Document.

CONTRACT REMEDIES. (a) Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, (i) if it such event is an Event of Default specified in Sections 9.1(gclause (h) or 9.1(h), all Revolving Credit Commitments(i) above, the Swing Line Commitment and Commitments of all of the Letter of Credit Commitment Lenders shall immediately and automatically terminate and the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents shall immediately im mediately become due and payable, and the Borrower shall Cash Collateralize Administrative Agent may, and, upon the Letter of Credit Exposure for the pro rata benefit direction of the Credit PartiesRequired Lenders shall, exercise any and all remedies and other rights provided in the Loan Documents, and (ii) if it such event is any other Event of Default, upon any or all of the direction following actions may be taken: (A) with the consent of the Required Lenders, the Administrative Agent shall (A) may, and upon the direc tion of the Required Lenders shall, by notice to the BorrowerBor rower, declare the Commitments of all Revolving Credit Commitments, of the Swing Line Commitment, and the Letter of Credit Commitment to be Lenders terminated forthwith, whereupon such Revolving Credit Commitments, the Swing Line Commitment and the Letter of Credit Commitment Commitments shall immediately im mediately terminate, and/or and (B) with the consent of the Required Lenders, the Administrative Agent may, and upon the direction of the Required Lenders shall, by notice of default to the Borrower, declare the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents to be due and payable forthwith, whereupon where upon the same shall immediately become due and payable, and the Borrower shall Cash Collateralize Administrative Agent may, and upon the Letter of Credit Exposure for the pro rata benefit direction of the Credit PartiesRequired Lenders shall, exercise any and all remedies and other rights provided in the Loan Documents. Except as otherwise provided in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly ex pressly waived. The Borrower hereby further expressly waives and covenants not to assert any appraisement, valuationvalua tion, stay, extension, redemption or similar laws, now or at any time hereafter in force which might delay, prevent or otherwise impede the performance or enforcement of any Loan Document. (b) In the event that the Commitments of all the Lenders shall have been terminated or the Loans shall have been declared due and payable pursuant to the provisions of this Section, any funds received by the Administrative Agent and the Lenders from or on behalf of the Borrower shall be applied by the Administrative Agent and the Lenders in liquidation of the Loans and the other obliga tions of the Borrower under the Loan Documents in the fol lowing manner and order: (i) first, to the payment of interest on, and then the principal portion of, any Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) second, to the payment of any fees or expenses due the Administrative Agent from the Borrower, (iii) third, to reimburse the Administrative Agent and the Lenders for any expenses (to the extent not paid pursuant to clause (ii) above) due from the Borrower pursuant to the provisions of Section 11.5; (iv) fourth, to the payment of accrued Fees and all other fees, expenses and amounts due under the Loan Documents (other than principal and interest on the Loans), (v) fifth, to the payment, pro rata according to the Outstanding Percentage of each Lender, of interest due on the Loans of each Lender; (vi) sixth, to the payment, pro rata according to the Outstanding Percentage of each Lender, of principal outstanding on the Loans; and (vii)

CONTRACT REMEDIES. (a) Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, , (i) if it is in the case of an Event of Default specified in Sections 9.1(gSection 8.1(h) or 9.1(h8.1(i), all Revolving Credit Commitmentswithout declaration or notice to the Borrower, the Swing Line Commitment and the Letter of Credit Commitment shall immediately and automatically terminate and the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents shall immediately become due and payable, and the Borrower shall Cash Collateralize the Letter of Credit Exposure for the pro rata benefit of the Credit Parties, and and (ii) if it is any in all other Event of Defaultcases the Lender may, upon the direction of the Required Lenders, the Administrative Agent shall (A) by notice to the Borrower, declare all Revolving Credit Commitments, the Swing Line Commitment, and the Letter of Credit Commitment to be terminated forthwith, whereupon such Revolving Credit Commitments, the Swing Line Commitment and the Letter of Credit Commitment shall immediately terminate, and/or (B) by notice of default to the Borrower, declare the Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable. In the event that the Loans, all accrued and unpaid interest thereon and all other amounts owing under the Borrower Loan Documents shall Cash Collateralize have been declared due and payable pursuant to the Letter provisions of Credit Exposure this Section 8.2, the Lender may (A) proceed to enforce its rights under the Loan Documents by suit in equity, action at law and/or other appropriate proceedings, whether for payment or the pro rata benefit specific performance of any covenant or agreement contained in the Credit PartiesLoan Documents and (B) exercise any and all rights and remedies provided to the Lender by the Loan Documents. Except as otherwise expressly provided in this Sectionthe Loan Documents, the Borrower expressly waives presentment, demand, protest and all other notices of any kind are hereby expressly waivedin connection with the Loan Documents. The Borrower hereby further expressly waives and covenants not to assert any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force which might delay, prevent or otherwise impede the performance or enforcement of any Loan Document. (b) In the event that the Loans, all accrued and unpaid interest thereon and all other amounts owing under the Loan Documents shall have been declared due and payable pursuant to the provisions of this Section 8.2, any funds received by the Lender from or on behalf of the Borrower shall be remitted to, and applied by, the Lender in the following manner and order: (i) first, to reimburse the Lender for any expenses due from the Borrower pursuant to the provisions of Section 9.4, (ii) second, to the payment of the Fees due and owing the Lender, (iii) third, to the payment of any other fees, expenses or other amounts (other than the principal of and interest on the Loans) payable by the Loan Parties to the Lender under the Loan Documents, (iv) fourth, to the payment of interest due on the Loans, (v) fifth, to the payment to the Lender of the unpaid principal amount of the Loans and each amount then due and payable under each Secured Hedging Agreement, and (vi) sixth, any remaining funds shall be paid to the Borrower or as a court of competent jurisdiction shall direct.

CONTRACT REMEDIES. (a) Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, (i) if it such event is an Event of Default specified in Sections 9.1(gclause (h) or 9.1(h), all Revolving Credit Commitments(i) above, the Swing Line Commitment Parent Commitments of all of the Lenders and the Letter GP Canada Commitments of Credit Commitment the Lenders shall immediately and automatically terminate and the Revolving Credit Loans, the Term Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents shall immediately become due and payable, and the Borrower shall Cash Collateralize Agent may, and, upon the Letter of Credit Exposure for the pro rata benefit direction of the Credit PartiesRequired Lenders shall, exercise any and all remedies and other rights provided in the Loan Documents, and (ii) if it such event is any other Event of Default, any or all of the following actions may be taken: (A) with the consent of the Required Lenders, the Agent may, and upon the direction of the Required LendersLenders shall, the Administrative Agent shall (A) by notice to the BorrowerBorrowers, declare the Parent Commitments of all Revolving Credit Commitments, of the Swing Line Commitment, Lenders and the Letter GP Canada Commitments of Credit Commitment to be the Lenders terminated forthwith, whereupon such Revolving Credit Commitments, the Swing Line Commitment and the Letter of Credit Commitment Commitments shall immediately terminate, and/or and (B) with the consent of the Required Lenders, the Agent may, and upon the direction of the Required Lenders shall, by notice of default to the BorrowerBorrowers, declare the Revolving Credit Loans, the Term Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable, and the Borrower shall Cash Collateralize Agent may, and upon the Letter of Credit Exposure for the pro rata benefit direction of the Credit PartiesRequired Lenders shall, exercise any and all remedies and other rights provided in the Loan Documents. Except as otherwise provided in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived. The Each Borrower hereby further expressly waives and covenants not to assert any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force which might delay, prevent or otherwise impede the performance or enforcement of any Loan Document. (b) In the event that the Commitments of all the Lenders shall have been terminated or the Revolving Credit Loans, the Term Loans, all accrued and unpaid interest thereon and all other amounts owing under the Loan Documents shall have been declared due and payable pursuant to the provisions of this Section, any funds received by the Agent and the Lenders from or on behalf of any Borrower shall be applied by the Agent and the Lenders in liquidation of the Loans of such Borrower and the other obligations of such Borrower under the Loan Documents in the following manner and order: (i) first, to the payment of interest on, and then the principal portion of, any Loans which the Agent may have advanced on behalf of any Lender for which the Agent has not then been reimbursed by such Lender or such Borrower; (ii) second, to the payment of any fees or expenses due the Agent from one or both Borrowers, (iii) third, to reimburse the Agent and the Lenders for any expenses (to the extent not paid pursuant to clause (ii) above) due from such Borrower pursuant to the provisions of Section 11.5; (iv) fourth, to the payment of accrued Fees and all other fees, expenses and amounts due under the Loan Documents (to the extent not paid pursuant to clause (ii) above) (other than principal and interest on the Loans and amounts payable in connection with Interest Rate Protection Arrangements with a Rate Protection Lender), (v) fifth, to the payment, (x) in the case of interest received from or on behalf of Parent or on account of the Parent Facility, pro rata according to the Parent Outstanding Percentage of each Lender, of interest due on the Revolving Credit Loans of each Lender and (y) in the case of interest received from or on behalf of GP Canada or on account of the GP Canada Facility, pro rata according to the GP Canada Outstanding Percentage of each Lender, of interest due on the Term Loans of each Lender; provided, that, to the extent a payment is not directly from a Borrower, such payment shall be applied, in the sole discretion of the Required Lenders against Obligations of one or both Borrowers as determined by such Required Lenders; (vi) sixth, to the payment pro rata (x) in the case of principal received from or on behalf of Parent or on account of the Parent Facility (the "Parent Principal Allocation") and/or in the case of amounts received on account of Interest Rate Protection Arrangements with a Rate Protection Lender, pro rata according to the principal on the then outstanding Revolving Credit Loans and the amount then owed in connection with such Interest Rate Protection Arrangement(s); and, if more than one such Interest Rate Protection Arrangement then exists, pro rata among all such Interest Rate Protection Arrangements and as to the amount allocated to the Parent Principal Allocation, pro rata according to the Parent Outstanding Percentage of each Lender, of principal on the Revolving Credit Loans and (y) in the case of principal received from or on behalf of GP Canada or on account of the GP Canada Facility, pro rata according to the GP Canada Outstanding Percentage of each Lender, of principal outstanding on the Term Loans of such Lender; provided, that, if the Agent determines that a payment is not directly from a Borrower, such payment shall be applied, in the sole discretion of the Required Lenders, against Obligations of one or both Borrowers as determined by such Required Lenders; and (vii) seventh, to the payment of any other amounts owing to the Agent, the Issuing Bank and the Lenders under any Loan Document.

CONTRACT REMEDIES. (a) Upon the occurrence of an Event of Default or at any time thereafter during the continuance thereof, (i) if it such event is an Event of Default specified in Sections 9.1(gclause (h) or 9.1(h), all Revolving Credit Commitments(i) above, the Swing Line Commitment Parent Commitments of all of the Lenders and the Letter GP Canada Commitments of Credit Commitment the Lenders shall immediately and automatically terminate and the Revolving Credit Loans, the Term Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents shall immediately become due and payable, and the Borrower shall Cash Collateralize Agent may, and, upon the Letter of Credit Exposure for the pro rata benefit direction of the Credit PartiesRequired Lenders shall, exercise any and all remedies and other rights provided in the Loan Documents, and (ii) if it such event is any other Event of Default, any or all of the following actions may be taken: (A) with the consent of the Required Lenders, the Agent may, and upon the direction of the Required LendersLenders shall, the Administrative Agent shall (A) by notice to the BorrowerBorrowers, declare the Parent Commitments of all Revolving Credit Commitments, of the Swing Line Commitment, Lenders and the Letter GP Canada Commitments of Credit Commitment to be the Lenders terminated forthwith, whereupon such Revolving Credit Commitments, the Swing Line Commitment and the Letter of Credit Commitment Commitments shall immediately terminate, and/or and (B) with the consent of the Required Lenders, the Agent may, and upon the direction of the Required Lenders shall, by notice of default to the BorrowerBorrowers, declare the Revolving Credit Loans, the Term Loans, all accrued and unpaid interest thereon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit thereon and all other amounts owing under the Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable, and the Borrower shall Cash Collateralize Agent may, and upon the Letter of Credit Exposure for the pro rata benefit direction of the Credit PartiesRequired Lenders shall, exercise any and all remedies and other rights provided in the Loan Documents. Except as otherwise provided in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived. The Each Borrower hereby further expressly waives and covenants not to assert any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force which might delay, prevent or otherwise impede the performance or enforcement of any Loan Document. (b) In the event that the Commitments of all the Lenders shall have been terminated or the Revolving Credit Loans, the Term Loans, all accrued and unpaid interest thereon and all other amounts owing under the Loan Documents shall have been declared due and payable pursuant to the provisions of this Section, any funds received by the Agent and the Lenders from or on behalf of any Borrower shall be applied by the Agent and the Lenders in liquidation of the Loans of such Borrower and the other obligations of such Borrower under the Loan Documents in the following manner and order: (i) first, to the payment of interest on, and then the principal portion of, any Loans which the Agent may have advanced on behalf of any Lender for which the Agent has not then been reimbursed by such Lender or such Borrower; (ii) second, to the payment of any fees or expenses due the Agent from one or both Borrowers, (iii) third, to reimburse the Agent and the Lenders for any expenses (to the extent not paid pursuant to clause (ii) above) due from such Borrower pursuant to the provisions of Section 11.5; (iv) fourth, to the payment of accrued Fees and all other fees, expenses and amounts due under the Loan Documents (to the extent not paid pursuant to clause (ii) above) (other than principal and interest on the Loans), (v) fifth, to the payment, (x) in the case of interest received from or on behalf of Parent or on account of the Parent Facility, pro rata according to the Parent Outstanding Percentage of each Lender, of interest due on the Revolving Credit Loans of each Lender and (y) in the case of interest received from or on behalf of GP Canada or on account of the GP Canada Facility, pro rata according to the GP Canada Outstanding Percentage of each Lender, of interest due on the Term Loans of each Lender; provided, that, to the extent a payment is not directly from a Borrower, such payment shall be applied, in the sole discretion of the Required Lenders against Obligations of one or both Borrowers as determined by such Required Lenders; (vi) sixth, to the payment pro rata (x) in the case of principal received from or on behalf of Parent or on account of the Parent Facility, pro rata according to the Parent Outstanding Percentage of each Lender, of principal outstanding on the Revolving Credit Loans and (y) in the case of principal received from or on behalf of GP Canada or on account of the GP Canada Facility, pro rata according to the GP Canada Outstanding Percentage of each Lender, of principal outstanding on the Term Loans of such Lender; provided, that, if the Agent determines that a payment is not directly from a Borrower, such payment shall be applied, in the sole discretion of the Required Lenders, against Obligations of one or both Borrowers as determined by such Required Lenders; and (vii) seventh, to the payment of any other amounts owing to the Agent, the Issuing Bank and the Lenders under any Loan Document.

CONTRACT REMEDIES. Upon the occurrence and during the continuance of an Event of Default (other than an event described in clause (g) or (h) of Section 9.1), and at any time thereafter during the continuance thereofof such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) if it is an Event of Default specified terminate the Revolving Commitments, and thereupon the Revolving Commitments shall terminate immediately and (ii) declare the Loans then outstanding to be due and payable in Sections 9.1(g) whole (or 9.1(hin 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 Revolving Credit Commitmentsfees, commissions and other obligations of each Obligor accrued under the Swing Line Commitment and Loan Documents (including all amounts of the aggregate Letter of Credit Commitment Exposures of all Lenders, whether or not the beneficiaries of the then outstanding Letters of Credit shall immediately have presented the documents required thereunder), shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event described in clause (g) or (h) of Section 9.1, the Revolving Commitments shall automatically terminate and the Loansprincipal of the Loans then outstanding, together with accrued interest thereon and all fees, commissions and other obligations of each Obligor accrued and unpaid interest thereonunder the Loan Documents (including all amounts with respect to the aggregate Letter of Credit Exposure, all Reimbursement Obligations owing whether or contingently owing in respect not the beneficiaries of all the then outstanding Letters of Credit and all other amounts owing under shall have presented the Loan Documents documents required thereunder), shall immediately automatically become due and payable, and without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. Notwithstanding anything to the contrary contained in any Loan Document, (A) with respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this Section 9, the Borrower shall Cash Collateralize at such time deposit in a cash collateral account opened by the Letter Administrative Agent an amount equal to the aggregate of Credit Exposure the then undrawn and unexpired amount of such Letters of Credit, (B) the Borrower hereby grants to the Administrative Agent, for the pro rata benefit of the Credit Parties, and (ii) if it is any other Event of Default, upon the direction a security interest in such cash collateral to secure all of the Required LendersObligations, (C) amounts held in such account shall be applied by the Administrative Agent shall (A) by notice to the Borrower, declare all Revolving Credit Commitments, the Swing Line Commitmentpayment of drafts drawn under such Letters of Credit, and the Letter unused portion thereof after all such Letters of Credit Commitment shall have expired or been fully drawn upon, if any, shall be applied to be terminated forthwith, whereupon repay other Obligations and (D) after all such Revolving Credit Commitments, the Swing Line Commitment and the Letter Letters of Credit Commitment shall immediately terminate, and/or (B) by notice of default to the Borrower, declare the Loans, all accrued and unpaid interest thereonhave expired or been fully drawn upon, all Reimbursement Obligations owing or contingently owing in respect of all outstanding Letters of Credit shall have been satisfied and all other amounts owing under Obligations, shall have been paid in full, the Loan Documents balance, if any, in such account shall be returned to be due and payable forthwith, whereupon the same shall immediately become due and payable, and the Borrower shall Cash Collateralize the Letter of Credit Exposure for the pro rata benefit of the Credit Parties. Except as otherwise provided in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived. The Borrower hereby further expressly waives and covenants not to assert any appraisement, valuation, stay, extension, redemption or similar laws, now or at any time hereafter in force which might delay, prevent or otherwise impede the performance or enforcement of any Loan DocumentBorrower.