Common use of Event of Default Remedies Upon Event of Default Clause in Contracts

Event of Default Remedies Upon Event of Default. 16.1 Notwithstanding any other provision of this Agreement, the occurrence of any of the following shall constitute an “Event of Default”: (a) Any Party fails to make payment when due (i) under Article 4 within one (1) Business Day after a written demand therefor or (ii) under any other provision hereof within five (5) Business Days thereafter; or (b) Other than a default described in Section 16.1(a) or (c), the Company or any Partnership Party fails to perform any material obligation or covenant to the other under this Agreement, which is not cured to the reasonable satisfaction of any other Party (in its sole discretion) within ten (10) Business Days after the date that such Party receives written notice that such obligation or covenant has not been performed; or (c) Any Party breaches any representation or warranty made or repeated or deemed to have been made or repeated by the Party, or any warranty or representation proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated; provided, however, that if such breach is curable, such breach is not cured to the reasonable satisfaction of the other Party within ten (10) Business Days after the date that such Party receives notice that corrective action is needed; or (d) Any Party becomes Bankrupt; or (e) Any Partnership Party breaches in a material respect its obligations under Section 10.1(a). 16.2 Without limiting any other provision of this Agreement, if an Event of Default with respect to the Company or any Partnership Party (such defaulting Party, the “Defaulting Party”) has occurred and is continuing, the Non-Defaulting Party shall have the right, immediately and at any time(s) thereafter, to terminate this Agreement. 16.3 Without limiting any other rights or remedies hereunder, if an Event of Default occurs and the Company is the Non-Defaulting Party, the Company may, in its discretion, (i) withhold or suspend its obligations, including any of its delivery or payment obligations, under this Agreement, (ii) reclaim and repossess any and all of its Materials held at the Storage Facilities or elsewhere on the Partnership Party’s premises, and (iii) otherwise arrange for the disposition of any of its Materials in such manner as it elects. 16.4 If an Event of Default occurs, the Non-Defaulting Party may, without limitation on its rights under this Article 16, set off amounts which the Defaulting Party owes to it against any amounts which it owes to the Defaulting Party (whether hereunder, under any other agreement or contract or otherwise and whether or not then due). Any net amount due hereunder shall be payable by the Party owing such amount within one business day of termination. 16.5 The Non-Defaulting Party’s rights under this Article 16 shall be in addition to, and not in limitation of, any other rights which the Non-Defaulting Party may have (whether by agreement, operation of law or otherwise), including without limitation any rights of recoupment, setoff, combination of accounts, as a secured party or under any other credit support. The Defaulting Party shall indemnify and hold the Non-Defaulting Party harmless from all costs and expenses, including reasonable attorney fees, incurred in the exercise of any remedies hereunder. 16.6 No delay or failure by the Non-Defaulting Party in exercising any right or remedy to which it may be entitled on account of any Event of Default shall constitute an abandonment of any such right, and the Non-Defaulting Party shall be entitled to exercise such right or remedy at any time during the continuance of an Event of Default.

Event of Default Remedies Upon Event of Default. 16.1 (a) Notwithstanding any other provision of this Agreement, the occurrence of any of the following shall constitute an “Event of Default”: (ai) Any Party fails to make payment when due (i) under Article 4 Section 2(h) or Section 9 within one (1) Business Day after a written demand therefor or (ii) under any other provision hereof within five (5) Business Days thereafterDays; or (bii) Other than a default described in Section 16.1(a18(a)(i) or (ciii), the Company Lion or any Partnership Party Logistics fails to perform any material obligation or covenant to the other under this Agreement, which is not cured to the reasonable satisfaction of any other Party (in its sole discretion) within ten (10) 10 Business Days after the date that such Party receives written notice that such obligation or covenant has not been performed; or (ciii) Any Party breaches any representation or warranty made or repeated or deemed to have been made or repeated by the Party, or any warranty or representation proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated; provided, however, that if such breach is curable, such breach is not cured to the reasonable satisfaction of the other Party within ten (10) 10 Business Days after the date that such Party receives notice that corrective action is needed; or (div) Any Party becomes Bankrupt; or. (eb) Any Partnership Party breaches in a material respect its obligations under Section 10.1(a). 16.2 Without limiting any other provision of this Agreement, if an Event of Default with respect to the Company Lion or any Partnership Party Logistics (such defaulting Party, the “Defaulting Party”) has occurred and is continuing, the Non-Defaulting Party shall have the right, immediately and at any time(s) thereafter, to terminate this Agreement. 16.3 (c) Without limiting any other rights or remedies hereunder, if an Event of Default occurs and the Company Lion is the Non-Defaulting Party, the Company Lion may, in its discretion, (i) withhold or suspend its obligations, including any of its delivery or payment obligations, under this Agreement, (ii) reclaim and repossess any and all of its Materials held at the Storage Facilities Terminal or the Tankage or elsewhere on the Partnership Party’s Logistics’ premises, and (iiiii) otherwise arrange for the disposition of any of its Materials in such manner as it elects. 16.4 (d) If an Event of Default occurs, the Non-Defaulting Party may, without limitation on its rights under this Article 16Section 18, set off amounts which the Defaulting Party owes to it against any amounts which it owes to the Defaulting Party under this Agreement (whether hereunder, under any other agreement or contract or otherwise and whether or not then due). Any net amount due hereunder shall be payable by the Party owing such amount within one business day Business Day of termination. 16.5 (e) The Non-Defaulting Party’s rights under this Article 16 Section 18 shall be in addition to, and not in limitation of, any other rights which the Non-Defaulting Party may have (whether by agreement, operation of law or otherwise), including without limitation any rights of recoupment, setoff, combination of accounts, as a secured party or under any other credit support. The Defaulting Party shall indemnify and hold the Non-Defaulting Party harmless from all costs and expenses, including reasonable attorney fees, Losses incurred in the exercise of any remedies hereunder. 16.6 (f) No delay or failure by the Non-Defaulting Party in exercising any right or remedy to which it may be entitled on account of any Event of Default shall constitute an abandonment of any such right, and the Non-Defaulting Party shall be entitled to exercise such right or remedy at any time during the continuance of an Event of Default.

Event of Default Remedies Upon Event of Default. 16.1 19.1 Notwithstanding any other provision of this Agreement, the occurrence of any of the following shall constitute an “Event of Default”: (a) Any Party fails to make payment when due (i) under Article 4 VIII within one (1) Business Day after a written demand therefor or (ii) under any other provision hereof within five (5) Business Days thereafterDays; or (b) Other than a default described in Section 16.1(a19.1(a) or (cSection 19.1(c), the Company Customer or any Partnership Party Owner fails to perform any material obligation or covenant to the other under this Agreement, which is not cured to the reasonable satisfaction of any other Party (in its sole discretion) within ten (10) Business Days 30 days after the date that such Party receives written notice that such obligation or covenant has not been performed; or (c) Any Party breaches any representation or warranty made or repeated or deemed to have been made or repeated by the Party, or any warranty or representation proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeatedmade; provided, however, that if such breach is curable, such breach is not cured to the reasonable satisfaction of the other Party within ten (10) Business Days 30 days after the date that such Party receives notice that corrective action is needed; or (d) Any Party becomes Bankrupt; or (e) Any Partnership Party breaches in a material respect its obligations under Section 10.1(a). 16.2 19.2 Without limiting any other provision of this Agreement, if an Event of Default with respect to the Company Customer or any Partnership Party Owner (such defaulting Party, the “Defaulting Party”) has occurred and is continuing, the Non-Defaulting Party shall have the right, immediately and at any time(s) thereafter, to terminate this AgreementAgreement in accordance with Section 2.2. 16.3 19.3 Without limiting any other rights or remedies hereunder, if an Event of Default occurs and the Company Customer is the Non-Defaulting Party, the Company Customer may, in its discretion, (i) withhold or suspend its obligations, including any of its delivery or payment obligations, under this Agreement, (iia) reclaim and repossess any and all of its Materials held at the Storage Facilities Assets or elsewhere on the Partnership PartyOwner’s premises, and (iiib) otherwise arrange for the disposition of any of its Materials in such manner as it elects. 16.4 19.4 If an Event of Default occurs, the Non-Defaulting Party may, without limitation on its rights under this Article 16XIX, set off amounts which the Defaulting Party owes to it against any amounts which it owes to the Defaulting Party under this Agreement (whether hereunder, under any other agreement or contract or otherwise and whether or not then due). Any net amount due hereunder shall be payable by the Party owing such amount within one business day Business Day of termination. 16.5 19.5 The Non-Defaulting Party’s rights under this Article 16 XIX shall be in addition to, and not in limitation of, any other rights which the Non-Defaulting Party may have (whether by agreement, operation of law or otherwise), including without limitation any rights of recoupment, setoff, combination of accounts, as a secured party or under any other credit support. The Defaulting Party shall indemnify and hold the Non-Defaulting Party harmless from all costs and expenses, including reasonable attorney fees, Losses incurred in the exercise of any remedies hereunder. 16.6 No delay or failure by the Non-Defaulting Party in exercising any right or remedy to which it may be entitled on account of any Event of Default shall constitute an abandonment of any such right, and the Non-Defaulting Party shall be entitled to exercise such right or remedy at any time during the continuance of an Event of Default.

Event of Default Remedies Upon Event of Default. 16.1 Notwithstanding any other provision of this Agreement, the occurrence of any of the following shall constitute an “Event of Default”: (a) Any Party fails to make payment when due (i) under Article 4 3 within one (1) Business Day after a written demand therefor or (ii) under any other provision hereof within five (5) Business Days thereafterDays; or (b) Other than a default described in Section 16.1(a) or (c), the Company or any Partnership Party the Operator fails to perform any material obligation or covenant to the other under this Agreement, which is not cured to the reasonable satisfaction of any other Party (in its sole discretion) within ten (10) Business Days after the date that such Party receives written notice that such obligation or covenant has not been performed; or (c) Any Party breaches any representation or warranty made or repeated or deemed to have been made or repeated by the Party, or any warranty or representation proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated; provided, however, that if such breach is curable, such breach is not cured to the reasonable satisfaction of the other Party within ten (10) Business Days after the date that such Party receives notice that corrective action is needed; or (d) Any Party becomes Bankrupt; or (e) Any Partnership Party The Operator breaches in a material respect its obligations under Section 10.1(a). 16.2 Without limiting any other provision of this Agreement, if an Event of Default with respect to the Company or any Partnership Party the Operator (such defaulting Party, the “Defaulting Party”) has occurred and is continuing, the Non-Defaulting Party shall have the right, immediately and at any time(s) thereafter, to terminate this Agreement. 16.3 Without limiting any other rights or remedies hereunder, if an Event of Default occurs and the Company is the Non-Defaulting Party, the Company may, in its discretion, (i) withhold or suspend its obligations, including any of its delivery or payment obligations, under this Agreement, (ii) reclaim and repossess any and all of its Materials Products held at the Storage Facilities Terminal or elsewhere on the Partnership PartyOperator’s premises, and (iii) otherwise arrange for the disposition of any of its Materials Products in such manner as it elects. 16.4 If an Event of Default occurs, the Non-Defaulting Party may, without limitation on its rights under this Article 16, set off amounts which the Defaulting Party owes to it against any amounts which it owes to the Defaulting Party (whether hereunder, under any other agreement or contract or otherwise and whether or not then due). Any net amount due hereunder shall be payable by the Party owing such amount within one business day of termination. 16.5 The Non-Defaulting Party’s rights under this Article 16 shall be in addition to, and not in limitation of, any other rights which the Non-Defaulting Party may have (whether by agreement, operation of law or otherwise), including without limitation any rights of recoupment, setoff, combination of accounts, as a secured party or under any other credit support. The Defaulting Party shall indemnify and hold the Non-Defaulting Party harmless from all costs and expenses, including reasonable attorney fees, incurred in the exercise of any remedies hereunder. 16.6 No delay or failure by the Non-Defaulting Party in exercising any right or remedy to which it may be entitled on account of any Event of Default shall constitute an abandonment of any such right, and the Non-Defaulting Party shall be entitled to exercise such right or remedy at any time during the continuance of an Event of Default.

Event of Default Remedies Upon Event of Default. 16.1 Notwithstanding any other provision of this Agreement, the occurrence of any of the following shall constitute an “Event of Default”: (a) Any Party fails to make payment when due (i) under Article 4 within one (1) Business Day after a written demand therefor or (ii) under any other provision hereof within five (5) Business Days thereafter; or (b) Other than a default described in Section 16.1(a) or (c), the Company or any Partnership Party fails to perform any material obligation or covenant to the other under this Agreement, which is not cured to the reasonable satisfaction of any other Party (in its sole discretion) within ten (10) Business Days after the date that such Party receives written notice that such obligation or covenant has not been performed; or (c) Any Party breaches any representation or warranty made or repeated or deemed to have been made or repeated by the Party, or any warranty or representation proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated; provided, however, that if such breach is curable, such breach is not cured to the reasonable satisfaction of the other Party within ten (10) Business Days after the date that such Party receives notice that corrective action is needed; or (d) Any Party becomes Bankrupt; or (e) Any Partnership Party breaches in a material respect its obligations under Section 10.1(a). 16.2 Without limiting any other provision of this Agreement, if an Event of Default with respect to the Company or any Partnership Party (such defaulting Party, the “Defaulting Party”) has occurred and is continuing, the Non-Defaulting Party shall have the right, immediately and at any time(s) thereafter, to terminate this Agreement. 16.3 14.1 Without limiting any other rights or remedies hereunder, if an Event of Default (as defined in the Supply and Offtake Agreement) occurs and the Company Xxxx is the Non-Defaulting Party, the Company Xxxx may, in its discretion, (i) withhold or suspend its obligations, including any of its delivery or payment obligations, under this Agreement, (ii) reclaim and repossess any and all of its Materials held at the Storage Facilities or elsewhere on the Partnership PartyCompany’s premises, and (iii) otherwise arrange for the disposition of any of its Materials in such manner as it elects. 16.4 14.2 If an Event of Default occurs, the Non-Defaulting Party may, without limitation on its rights under this Article 16Section, set off amounts which the Defaulting Party owes to it against any amounts which it owes to the Defaulting Party (whether hereunder, under any other agreement or contract or otherwise and whether or not then due). Any net amount due hereunder shall be payable by the Party party owing such amount within one business day of termination. 16.5 14.3 The Non-Defaulting Party’s rights under this Article 16 Section shall be in addition to, and not in limitation of, any other rights which the Non-Defaulting Party may have (whether by agreement, operation of law or otherwise), including without limitation any rights of recoupment, setoff, combination of accounts, as a secured party or under any other credit support. The Defaulting Party shall indemnify and hold the Non-Defaulting Party harmless from all costs and expenses, including reasonable attorney fees, incurred in the exercise of any remedies hereunder. 16.6 14.4 No delay or failure by the Non-Defaulting Party in exercising any right or remedy to which it may be entitled on account of any Event of Default shall constitute an abandonment of any such right, and the Non-Defaulting Party shall be entitled to exercise such right or remedy at any time during the continuance of an Event of Default.

Event of Default Remedies Upon Event of Default. 16.1 (a) Notwithstanding any other provision of this Agreement, the occurrence of any of the following shall constitute an “Event of Default”: (ai) Any Party fails to make payment when due (i) under Article 4 Section 2(h) or Section 9 within one (1) Business Day after a written demand therefor or (ii) under any other provision hereof within five (5) Business Days thereafterDays; or (bii) Other than a default described in Section 16.1(a18(a)(i) or (ciii), the Company DKTS or any Partnership Party Logistics fails to perform any material obligation or covenant to the other under this Agreement, which is not cured to the reasonable satisfaction of any other Party (in its sole discretion) within ten (10) 10 Business Days after the date that such Party receives written notice that such obligation or covenant has not been performed; or (ciii) Any Party breaches any representation or warranty made or repeated or deemed to have been made or repeated by the Party, or any warranty or representation proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated; provided, however, that if such breach is curable, such breach is not cured to the reasonable satisfaction of the other Party within ten (10) 10 Business Days after the date that such Party receives notice that corrective action is needed; or (div) Any Party becomes Bankrupt; or. (eb) Any Partnership Party breaches in a material respect its obligations under Section 10.1(a). 16.2 Without limiting any other provision of this Agreement, if an Event of Default with respect to the Company DKTS or any Partnership Party Logistics (such defaulting Party, the “Defaulting Party”) has occurred and is continuing, the Non-Defaulting Party shall have the right, immediately and at any time(s) thereafter, to terminate this Agreement. 16.3 (c) Without limiting any other rights or remedies hereunder, if an Event of Default occurs and the Company DKTS is the Non-Defaulting Party, the Company DKTS may, in its discretion, (i) withhold or suspend its obligations, including any of its delivery or payment obligations, under this Agreement, (ii) reclaim and repossess any and all of its Materials held at the Storage Facilities Terminal or the Tankage or elsewhere on the Partnership Party’s Logistics’ premises, and (iiiii) otherwise arrange for the disposition of any of its Materials in such manner as it elects. 16.4 (d) If an Event of Default occurs, the Non-Defaulting Party may, without limitation on its rights under this Article 16Section 18, set off amounts which the Defaulting Party owes to it against any amounts which it owes to the Defaulting Party under this Agreement (whether hereunder, under any other agreement or contract or otherwise and whether or not then due). Any net amount due hereunder shall be payable by the Party owing such amount within one business day Business Day of termination. 16.5 (e) The Non-Defaulting Party’s rights under this Article 16 Section 18 shall be in addition to, and not in limitation of, any other rights which the Non-Defaulting Party may have (whether by agreement, operation of law or otherwise), including without limitation any rights of recoupment, setoff, combination of accounts, as a secured party or under any other credit support. The Defaulting Party shall indemnify and hold the Non-Defaulting Party harmless from all costs and expenses, including reasonable attorney fees, Losses incurred in the exercise of any remedies hereunder. 16.6 (f) No delay or failure by the Non-Defaulting Party in exercising any right or remedy to which it may be entitled on account of any Event of Default shall constitute an abandonment of any such right, and the Non-Defaulting Party shall be entitled to exercise such right or remedy at any time during the continuance of an Event of Default.

Event of Default Remedies Upon Event of Default. 16.1 (a) Notwithstanding any other provision of this Agreement, the occurrence of any of the following shall constitute an “Event of Default”: (ai) Any Party fails to make payment when due (i) under Article 4 Section 3(e) within one (1) Business Day after a written demand therefor or (ii) under any other provision hereof within five (5) Business Days thereafterDays; or (bii) Other than a default described in Section 16.1(a16(a)(i) or (ciii), the Company DKL or any Partnership Party Delek fails to perform any material obligation or covenant to the other under this Agreement, which is not cured to the reasonable satisfaction of any other Party (in its sole discretion) within ten (10) 10 Business Days after the date that such Party receives written notice that such obligation or covenant has not been performed; or (ciii) Any Party breaches in any material respect any representation or warranty made or repeated or deemed to have been made or repeated by the PartyParty in this Agreement, or any such warranty or representation proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeatedmade; provided, however, that if such breach is curable, such breach is not cured to the reasonable satisfaction of the other Party within ten (10) 10 Business Days after the date that such Party receives notice that corrective action is needed; or (div) Any Party becomes Bankrupt; or. (eb) Any Partnership Party breaches in a material respect its obligations under Section 10.1(a). 16.2 Without limiting any other provision of this Agreement, if an Event of Default with respect to the Company DKL or any Partnership Party Delek (such defaulting Party, the “Defaulting Party”) has occurred and is continuing, the Non-Defaulting Party shall have the right, immediately and at any time(s) thereafter, to terminate this Agreement. 16.3 Without limiting any other rights ; provided that termination of this Agreement shall not limit or remedies hereunder, if an Event of Default occurs and the Company is restrict the Non-Defaulting Party, the Company may, in its discretion, ’s ability to pursue any claim it may have hereunder (isubject to Section 18) withhold or suspend its obligations, including any of its delivery or payment obligations, under this Agreement, (ii) reclaim and repossess any and all of its Materials held at the Storage Facilities or elsewhere on the Partnership Party’s premises, and (iii) otherwise arrange for the disposition of any of its Materials in such manner as it electsSection 19(m). 16.4 (c) If an Event of Default occurs, the Non-Defaulting Party may, without limitation on its rights under this Article Section 16, set off amounts which the Defaulting Party owes to it against any amounts which it owes to the Defaulting Party under this Agreement (whether hereunder, under any other agreement or contract or otherwise and whether or not then due). Any net amount due hereunder shall be payable by the Party owing such amount within one business day (1) Business Day of termination. 16.5 (d) The Non-Defaulting Party’s rights under this Article Section 16 shall be in addition to, and not in limitation of, any other rights which the Non-Defaulting Party may have (whether by agreement, operation of law or otherwise), including without limitation any rights of recoupment, setoff, combination of accounts, as a secured party or under any other credit support. The Defaulting Party shall indemnify and hold the Non-Defaulting Party harmless from all costs and expenses, including reasonable attorney fees, Losses incurred in the exercise of any remedies hereunder. 16.6 (e) No delay or failure by the Non-Defaulting Party in exercising any right or remedy to which it may be entitled on account of any Event of Default shall constitute an abandonment of any such right, and the Non-Defaulting Party shall be entitled to exercise such right or remedy at any time during the continuance of an Event of Default.

Event of Default Remedies Upon Event of Default. 16.1 22.1 Notwithstanding any other provision of this Agreement, the occurrence of any of the following shall constitute an “Event of Default”: (a) Any Party fails to make payment when due (i) under Article 4 Section 3.2 within one (1) Business Day after a written demand therefor or (ii) under any other provision hereof within five (5) Business Days thereafterDays; or (b) Other than a default described in Section 16.1(a22.1(a) or (cSection 22.1(c), the Company Customer or any Partnership Party Owner fails to perform any material obligation or covenant to the other under this Agreement, which is not cured to the reasonable satisfaction of any other Party (in its sole discretion) within ten (10) Business Days 30 days after the date that such Party receives written notice that such obligation or covenant has not been performed; or (c) Any Party breaches any representation or warranty made or repeated or deemed to have been made or repeated by the Party, or any warranty or representation proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeatedmade; provided, however, that if such breach is curable, such breach is not cured to the reasonable satisfaction of the other Party within ten (10) Business Days 30 days after the date that such Party receives notice that corrective action is needed; or (d) Any Party becomes Bankrupt; or (e) Any Partnership Party breaches in a material respect its obligations under Section 10.1(a). 16.2 22.2 Without limiting any other provision of this Agreement, if an Event of Default with respect to the Company Customer or any Partnership Party Owner (such defaulting Party, the “Defaulting Party”) has occurred and is continuing, the Non-Defaulting Party shall have the right, immediately and at any time(s) thereafter, to terminate this Agreement. 16.3 22.3 Without limiting any other rights or remedies hereunder, if an Event of Default occurs and the Company Customer is the Non-Defaulting Party, the Company Customer may, in its discretion, (i) withhold or suspend its obligations, including any of its delivery or payment obligations, under this Agreement, (iia) reclaim and repossess any and all of its Materials Products held at the Storage Asphalt Facilities or elsewhere on the Partnership PartyOwner’s premises, and (iiib) otherwise arrange for the disposition of any of its Materials Products in such manner as it elects. 16.4 22.4 If an Event of Default occurs, the Non-Defaulting Party may, without limitation on its rights under this Article 16XXII, set off amounts which the Defaulting Party owes to it against any amounts which it owes to the Defaulting Party under this Agreement (whether hereunder, under any other agreement or contract or otherwise and whether or not then due). Any net amount due hereunder shall be payable by the Party owing such amount within one business day Business Day of termination. 16.5 22.5 The Non-Defaulting Party’s rights under this Article 16 XXII shall be in addition to, and not in limitation of, any other rights which the Non-Defaulting Party may have (whether by agreement, operation of law or otherwise), including without limitation any rights of recoupment, setoff, combination of accounts, as a secured party or under any other credit support. The Defaulting Party shall indemnify and hold the Non-Defaulting Party harmless from all costs and expenses, including reasonable attorney fees, Losses incurred in the exercise of any remedies hereunder. 16.6 No delay or failure by the Non-Defaulting Party in exercising any right or remedy to which it may be entitled on account of any Event of Default shall constitute an abandonment of any such right, and the Non-Defaulting Party shall be entitled to exercise such right or remedy at any time during the continuance of an Event of Default.

Event of Default Remedies Upon Event of Default. 16.1 Notwithstanding any other provision of this Agreement, the (A) The occurrence of any one of the following events shall constitute be deemed a default (an “"Event of Default”") under this Guaranty: (a) Any Party fails to make payment when due (i) under Article 4 within one (1) Business Day after a written demand therefor if Guarantor fails or (ii) under neglects to perform, keep or observe any other provision hereof within five (5) Business Days thereafter; or (b) Other than a default described term, provision, condition, covenant, warranty or representation contained in Section 16.1(a) or (c), the Company or any Partnership Party fails to perform any material obligation or covenant to the other under this Agreement, which is not cured required to be performed, kept or observed by Guarantor including, without limitation, the reasonable satisfaction failure of Guarantor to pay any of Guaranteed Obligations when the same is due and payable by Guarantor; (ii) the occurrence of any default or event of default under any other Party agreement, instrument or document heretofore, now or at any time hereafter delivered by, on behalf or for the benefit of Guarantor to Agent or the Lenders; (iii) Guarantor becomes insolvent or generally fails to pay, or admits in writing its sole discretioninability to pay, debts as they become due; (iv) Guarantor applies for, consents to, or acquiesces in the appointment of a trustee, receiver or other custodian for Guarantor or any of its property, or makes a general assignment for the benefit of creditors or, in the absence of such application, consent or acquiescence, a trustee, receiver or other custodian is appointed for Guarantor or for a substantial part of the property of Guarantor and is not discharged within ten 90 days; (10v) Business Days after the date that any bankruptcy, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding, is commenced in respect of Guarantor, and if such Party receives written notice that such obligation case or covenant has proceeding is not been performedcommenced by Guarantor, it is consented to or acquiesced in by Guarantor or remains for 30 days undismissed; or (cvi) Any Party breaches any representation or warranty made or repeated or deemed to have been made or repeated by if Guarantor is in default in the Party, or any warranty or representation proves to have been incorrect or misleading in payment of any material respect when made obligations or repeated or deemed liabilities owed by Guarantor to have been made or repeated; provided, however, that if any Person (other than the Guaranteed Obligations) and such breach default is curable, such breach declared and is not cured to within the reasonable satisfaction of time, if any, specified therefor in any agreement governing the other Party within ten (10) Business Days after the date that such Party receives notice that corrective action is needed; orsame. (dB) Any Party becomes Bankrupt; or (e) Any Partnership Party breaches in a material respect its obligations All of Agent and the Lenders' rights and remedies under Section 10.1(a). 16.2 Without limiting any other provision of this Agreement, if the Loan Agreement and the Related Documents are cumulative and non-exclusive. (C) Upon an Event of Default with respect to the Company or any Partnership Party (such defaulting PartyDefault, the “Defaulting Party”Guaranteed Obligations shall be immediately due and payable and enforceable against Guarantor, forthwith, upon demand by Agent, whether or not the Company's Obligations are then due and payable. (D) has If any Event of Default shall have occurred and is be continuing, the Non-Defaulting Party shall have Agent may, subject to the rightPermitted Liens, immediately and at any time(sexercise on behalf of the Secured Parties all the rights of a secured party under the Uniform Commercial Code (whether or not in effect in the jurisdiction where such rights are exercised) thereafterand, to terminate this Agreement. 16.3 Without limiting any other rights or remedies hereunder, if an Event of Default occurs and the Company is the Non-Defaulting Partyin addition, the Company Agent may, in its discretionwithout being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) withhold apply the cash, if any, then held by it as Collateral as specified in Section 14 and (ii) if there shall be no such cash or suspend its obligationsif such cash shall be insufficient to pay all the Secured Obligations in full, including sell the Collateral or any part thereof at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery, and at such price or prices as the Agent may deem satisfactory. Any Secured Party may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). The Agent is authorized, in connection with any such sale, if it deems it advisable so to do, (i) to restrict the prospective bidders on or purchasers of any of its delivery the Pledged Stock to a limited number of sophisticated investors who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or payment obligations, under this Agreementsale of any of such Pledged Stock, (ii) reclaim and repossess to cause to be placed on certificates for any and or all of its Materials held at the Storage Facilities Pledged Stock or elsewhere on any other securities pledged hereunder a legend to the Partnership Party’s premiseseffect that such security has not been registered under the Securities Act of 1933 and may not be disposed of in violation of the provision of said Act, and (iii) otherwise arrange to impose such other limitations or conditions in connection with any such sale as the Agent deems necessary or advisable in order to comply with said Act or any other law. Guarantor covenants and agrees that it will execute and deliver such documents and take such other action as the Agent deems necessary or advisable in order that any such sale may be made in compliance with law; provided that nothing in this Section shall be construed to require Guarantor to register the Pledged Securities under the Securities Act of 1933. Upon any such sale the Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Guarantor which may be waived, and Guarantor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale required by Section 10 shall (1) in case of a public sale, state the time and place fixed for such sale, (2) in case of sale at a broker's board or on a securities exchange, state the disposition of any of its Materials in board or exchange at which such manner as it elects. 16.4 If an Event of Default occurs, sale is to be made and the Non-Defaulting Party may, without limitation day on its rights under this Article 16, set off amounts which the Defaulting Party owes to it against any amounts Collateral, or the portion thereof so being sold, will first be offered for sale at such board or exchange, and (3) in the case of a private sale, state the day after which it owes to the Defaulting Party (whether hereunder, under any other agreement or contract or otherwise and whether or not then due)such sale may be consummated. Any net amount due hereunder such public sale shall be payable by held at such time or times within ordinary business hours and at such place or places as the Party owing such amount within one business day of termination. 16.5 The Non-Defaulting Party’s rights under this Article 16 shall be in addition to, and not in limitation of, any other rights which the Non-Defaulting Party Agent may have (whether by agreement, operation of law or otherwise), including without limitation any rights of recoupment, setoff, combination of accounts, as a secured party or under any other credit support. The Defaulting Party shall indemnify and hold the Non-Defaulting Party harmless from all costs and expenses, including reasonable attorney fees, incurred fix in the exercise notice of such sale. At any remedies hereunder. 16.6 No delay or failure by such sale the Non-Defaulting Party in exercising any right or remedy to which it Collateral may be entitled on account of any Event of Default shall constitute sold in one lot as an abandonment of any such right, and the Non-Defaulting Party shall be entitled to exercise such right entirety or remedy at any time during the continuance of an Event of Default.in