Common use of Event of Terminations Clause in Contracts

Event of Terminations. If any of the following events (each a “Event of Termination”) shall occur: (a) Any of the following events: (i) the Servicer or any ADT Entity shall fail to perform or observe any covenant or agreement as and when required hereunder or under any other Transaction Document (other than any covenant or agreement referred to in clause (a)(ii) below) and such failure remains unremedied for twenty (20) days after the earlier of the date (A) such Person receives notice of such failure from the Collateral Agent, the Administrative Agent or the Required Lenders, or (B) a Responsible Officer obtains knowledge of such failure; (ii) any ADT Entity or the Servicer shall fail to make any payment or deposit or transfer of monies required to be made by it hereunder or under any other Transaction Document (including, without limitation, any ADT Obligation) as and when due and such failure is not remedied within two (2) Business Days; (iii) the Servicer shall fail to deliver any Information Package when due pursuant to Section 3.01(a) and such failure is not remedied within three (3) Business Days; or (b) any representation or warranty made or deemed to be made by any Servicer, ADT Entity (or any of their officers) under or in connection with any Transaction Document or any certificate, Loan Request, Paydown Notice, Information Package, or any other report, financial statement or other written information delivered in connection therewith shall prove to have been false or incorrect in any material respect when made or deemed to be made (without duplication as to any materiality modifiers, qualifications, or limitations applicable thereto) and solely to the extent capable of cure, shall continue unremedied for twenty (20) days after the earlier of the date (A) such Person receives notice of such breach from the Collateral Agent, the Administrative Agent or the Required Lenders, or (B) a Responsible Officer obtains knowledge of such breach; or (c) an Event of Bankruptcy shall have occurred with respect to any ADT Entity; or (d) a Change of Control shall occur; or (e) the Collateral Agent, for the benefit of the Affected Persons, fails at any time to have a first priority perfected security interest in the Pool Receivables and the Related Assets (or any portion thereof) or any other Collateral and all proceeds of any of the foregoing, in each case, free and clear of any Adverse Claim; or (f) the occurrence of any ERISA Event that, individually or together with all other ERISA Events that have occurred, could reasonably be expected to have a Material Adverse Effect; or (g) any ADT Entity shall be required to register as an “investment company” under (and as defined in) the Investment Company Act; or (h) any material provision of this Agreement or any other Transaction Documents shall cease to be the valid and binding obligation enforceable against any ADT Entity, as applicable, except to the extent terminated in accordance with its terms or with the consent of the Administrative Agent, the Collateral Agent and each Group Agent; or (i) the Borrower shall fail to pay in full all of its Borrower Obligations to the Collateral Agent, the Administrative Agent, or any Lender hereunder by the Maturity Date or any ADT Entity shall fail to pay in full all of its ADT Obligations to the applicable person or the Administrative Agent on their behalf in accordance with the terms of this Agreement by the Maturity Date; or (j) one or more final judgments for the payment of money in an aggregate amount in excess of [REDACTED] in the case of ADT, the Parent or any other Material Subsidiary of the Parent or [REDACTED] in the case of the Borrower and the same shall not be vacated, discharged or stayed or bonded pending appeal for a period of sixty (60) consecutive days, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of ADT, the Parent or any Material Subsidiary of the Parent to enforce any such judgment; or (k) the Borrower, ADT, the Parent or any of their respective Material Subsidiaries shall fail to pay any principal of or premium or interest on any of its Debt which is outstanding in a principal amount of at least, in respect of the Borrower, [REDACTED], or in respect of the Borrower, ADT, the Parent or any of their respective Material Subsidiaries [REDACTED], in the aggregate when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period specified in the agreement or instrument relating to such Debt; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof; or (l) the breach of any of the financial covenants set forth in the ADT Credit Agreement, any ADT Indenture or any ADT Collateral Agreements as in effect on the Closing Date or an event of default (or similar event) shall have occurred thereunder, in each case without regard to any waivers of such breaches or defaults; or (m) the average of the Delinquency Ratios for the three preceding Settlement Periods, as determined on any Reporting Date, shall exceed [REDACTED]; or (n) the average of the Loss Ratios for the three preceding Settlement Periods, as determined on any Reporting Date, shall exceed [REDACTED]; or (o) either (i) on any Reporting Date, the Aggregate Principal less the Principal of all Enhanced Loans exceeds the Borrowing Base, as determined based on clause (a) in the definition of “Net Portfolio Balance”, before giving effect to (x) the application of Monthly Collections in accordance with Section 3.01(d) on the immediately following Settlement Date, (y) any Transfer occurring since the most recent Cut-off Date and (z) any Loan to be made on such Settlement Date), or (ii) on any Settlement Date, the Aggregate Principal less the Principal of all Enhanced Loans exceeds the Borrowing Base, as determined based on clause (b) of the definition of “Net Portfolio Balance”, after giving effect to (x) the application of Monthly Collections in accordance with Section 3.01(d) on such Settlement Date in accordance with Section 3.01(d) on such Settlement Date, (y) any Transfer occurring on or prior to such Settlement Date and (z) any Loan being made on such Settlement Date; or (p) either (i) on any Reporting Date, the Aggregate Principal exceeds the Enhanced Borrowing Base, as determined based on clause (a) in the definition of “Net Portfolio Balance”, before giving effect to (x) the application of Monthly Collections and Supporting LC Draw Proceeds in accordance with Section 3.01(d), (e) and (f) on the immediately following Settlement Date, (y) any Transfer occurring since the most recent Cut-off Date and (z) any Loan to be made on such Settlement Date), or (ii) on any Settlement Date, the Aggregate Principal exceeds the Enhanced Borrowing Base, as determined based on clause (b) of the definition of “Net Portfolio Balance”, after giving effect to (x) the application of Monthly Collections and Supporting LC Draw Proceeds in accordance with Section 3.01(d), (e) and (f) on such Settlement Date; or (q) the Performance Support Agreement is canceled, rescinded, amended, or modified without the prior written consent of the Collateral Agent, the Administrative Agent and each Group Agent; or (r) the Servicer or any ADT Entity shall take any action that materially and adversely affects the collectability of all or any significant portion of the Pool Receivables or the ability of the Borrower, or ADT (as Servicer or otherwise) or the Parent to perform its respective obligations under this Agreement or any other Transaction Document; or (s) ADT ceases to provide Monitoring Services generally; or (i) any Collection Account or the Payment Account shall cease to be subject to a Control Agreement, or any Control Agreement shall cease to be in full force and effect, except (A) if being simultaneously replaced with a proper Control Agreement which is in full force and effect, or (B) with the consent of the Administrative Agent, the Collateral Agent and each Group Agent, (ii) without the prior written consent of the Collateral Agent, cause or permit any amounts on deposit in any Collection Account to be remitted to an account other than the Payment Account, or (iii) in the event any party to a Control Agreement (other than the Collateral Agent) has provided notice of termination of such Control Agreement, by no later than (1) the 15th calendar day following notice of a termination for cause and (2) the 30th calendar day following notice of termination without cause, fail to (A) establish a replacement Collection Account or Payment Account, as the case may be, with a new depository institution that is an Eligible Bank, (B) enter into new Control Agreement(s) with respect to such replacement account(s), (C) cause all amounts held in the accounts for which Control Agreements are being terminated to be transferred to such replacement account(s), and (D) take all other actions necessary for such replacement accounts to comply with the requirements and covenants hereunder that are applicable to Collections, any Collection Account or the Payment Account, as the case may be, including without limitation, the actions required pursuant to Section 7.01(l) and instructing any applicable Obligors to make payments on the applicable Pool Receivables to new Collection Account(s). An Event of Termination shall be deemed to be continuing until waived in writing by the Administrative Agent, the Collateral Agent and the Required Lenders.

Event of Terminations. If any of the following events (each a “Event of Termination”) shall occur: : (a) Any of the following events: : (i) the Servicer or any ADT Entity shall fail to perform or observe any covenant or agreement as and when required hereunder or under any other Transaction Document (other than any covenant or agreement referred to in clause (a)(ii) below) and such failure remains unremedied for twenty (20) days after the earlier of the date (A) such Person receives notice of such failure from the Collateral Agent, the Administrative Agent or the Required Lenders, or (B) a Responsible Officer obtains knowledge of such failure; ; (ii) any ADT Entity or the Servicer shall fail to make any payment or deposit or transfer of monies required to be made by it hereunder or under any other Transaction Document (including, without limitation, any ADT Obligation) as and when due and such failure is not remedied within two (2) Business Days; ; (iii) the Servicer shall fail to deliver any Information Package when due pursuant to Section 3.01(a) and such failure is not remedied within three (3) Business Days; or or (b) any representation or warranty made or deemed to be made by any Servicer, ADT Entity (or any of their officers) under or in connection with any Transaction Document or any certificate, Loan Request, Paydown Notice, Information Package, or any other report, financial statement or other written information delivered in connection therewith shall prove to have been false or incorrect in any material respect when made or deemed to be made (without duplication as to any materiality modifiers, qualifications, or limitations applicable thereto) and solely to the extent capable of cure, shall continue unremedied for twenty (20) days after the earlier of the date 751499193.15 22727329 111 (A) such Person receives notice of such breach from the Collateral Agent, the Administrative Agent or the Required Lenders, or (B) a Responsible Officer obtains knowledge of such breach; or or (c) an Event of Bankruptcy shall have occurred with respect to any ADT Entity; or or (d) a Change of Control shall occur; or or (e) the Collateral Agent, for the benefit of the Affected Persons, fails at any time to have a first priority perfected security interest in the Pool Receivables and the Related Assets (or any portion thereof) or any other Collateral and all proceeds of any of the foregoing, in each case, free and clear of any Adverse Claim; or or (f) the occurrence of any ERISA Event that, individually or together with all other ERISA Events that have occurred, could reasonably be expected to have a Material Adverse Effect; or or (g) any ADT Entity shall be required to register as an “investment company” under (and as defined in) the Investment Company Act; or or (h) any material provision of this Agreement or any other Transaction Documents shall cease to be the valid and binding obligation enforceable against any ADT Entity, as applicable, except to the extent terminated in accordance with its terms or with the consent of the Administrative Agent, the Collateral Agent and each Group Agent; or (i) the Borrower shall fail to pay in full all of its Borrower Obligations to the Collateral Agent, the Administrative Agent, or any Lender hereunder by the Maturity Date or any ADT Entity shall fail to pay in full all of its ADT Obligations to the applicable person or the Administrative Agent on their behalf in accordance with the terms of this Agreement by the Maturity Date; or or (j) one or more final judgments for the payment of money in an aggregate amount in excess of [REDACTED] $84,000,000 in the case of ADTCompass, the Parent or any other Material Subsidiary of the Parent or [REDACTED] $1,000,000 in the case of the Borrower and the same shall not be vacated, discharged or stayed or bonded pending appeal for a period of sixty (60) consecutive days, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of ADTCompass, the Parent or any Material Subsidiary of the Parent to enforce any such judgment; or or (k) the Borrower, ADTCompass, the Parent or any of their respective Material Subsidiaries shall fail to pay any principal of or premium or interest on any of its Debt which is outstanding in a principal amount of at least, in respect of the Borrower, [REDACTED]$1,000,000, or in respect of the Borrower, ADTCompass, the Parent or any of their respective Material Subsidiaries [REDACTED]$84,000,000, in the aggregate when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period specified in the agreement or instrument relating to such Debt; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof; or (l) the breach of any of the financial covenants set forth in the ADT Credit Agreement, any ADT Indenture or any ADT Collateral Agreements as in effect on the Closing Date or an event of default (or similar event) shall have occurred thereunder, in each case without regard to any waivers of such breaches or defaults; or (m) the average of the Delinquency Ratios for the three preceding Settlement Periods, as determined on any Reporting Date, shall exceed [REDACTED]; or (n) the average of the Loss Ratios for the three preceding Settlement Periods, as determined on any Reporting Date, shall exceed [REDACTED]; or (o) either (i) on any Reporting Date, the Aggregate Principal less the Principal of all Enhanced Loans exceeds the Borrowing Base, as determined based on clause (a) in the definition of “Net Portfolio Balance”, before giving effect to (x) the application of Monthly Collections in accordance with Section 3.01(d) on the immediately following Settlement Date, (y) any Transfer occurring since the most recent Cut-off Date and (z) any Loan to be made on such Settlement Date), or (ii) on any Settlement Date, the Aggregate Principal less the Principal of all Enhanced Loans exceeds the Borrowing Base, as determined based on clause (b) of the definition of “Net Portfolio Balance”, after giving effect to (x) the application of Monthly Collections in accordance with Section 3.01(d) on such Settlement Date in accordance with Section 3.01(d) on such Settlement Date, (y) any Transfer occurring on or prior to such Settlement Date and (z) any Loan being made on such Settlement Date; or (p) either (i) on any Reporting Date, the Aggregate Principal exceeds the Enhanced Borrowing Base, as determined based on clause (a) in the definition of “Net Portfolio Balance”, before giving effect to (x) the application of Monthly Collections and Supporting LC Draw Proceeds in accordance with Section 3.01(d), (e) and (f) on the immediately following Settlement Date, (y) any Transfer occurring since the most recent Cut-off Date and (z) any Loan to be made on such Settlement Date), or (ii) on any Settlement Date, the Aggregate Principal exceeds the Enhanced Borrowing Base, as determined based on clause (b) of the definition of “Net Portfolio Balance”, after giving effect to (x) the application of Monthly Collections and Supporting LC Draw Proceeds in accordance with Section 3.01(d), (e) and (f) on such Settlement Date; or (q) the Performance Support Agreement is canceled, rescinded, amended, or modified without the prior written consent of the Collateral Agent, the Administrative Agent and each Group Agent; or (r) the Servicer or any ADT Entity shall take any action that materially and adversely affects the collectability of all or any significant portion of the Pool Receivables or the ability of the Borrower, or ADT (as Servicer or otherwise) or the Parent to perform its respective obligations under this Agreement or any other Transaction Document; or (s) ADT ceases to provide Monitoring Services generally; or (i) any Collection Account or the Payment Account shall cease to be subject to a Control Agreement, or any Control Agreement shall cease to be in full force and effect, except (A) if being simultaneously replaced with a proper Control Agreement which is in full force and effect, or (B) with the consent of the Administrative Agent, the Collateral Agent and each Group Agent, (ii) without the prior written consent of the Collateral Agent, cause or permit any amounts on deposit in any Collection Account to be remitted to an account other than the Payment Account, or (iii) in the event any party to a Control Agreement (other than the Collateral Agent) has provided notice of termination of such Control Agreement, by no later than (1) the 15th calendar day following notice of a termination for cause and (2) the 30th calendar day following notice of termination without cause, fail to (A) establish a replacement Collection Account or Payment Account, as the case may be, with a new depository institution that is an Eligible Bank, (B) enter into new Control Agreement(s) with respect to such replacement account(s), (C) cause all amounts held in the accounts for which Control Agreements are being terminated to be transferred to such replacement account(s), and (D) take all other actions necessary for such replacement accounts to comply with the requirements and covenants hereunder that are applicable to Collections, any Collection Account or the Payment Account, as the case may be, including without limitation, the actions required pursuant to Section 7.01(l) and instructing any applicable Obligors to make payments on the applicable Pool Receivables to new Collection Account(s). An Event of Termination shall be deemed to be continuing until waived in writing by the Administrative Agent, the Collateral Agent and the Required Lenders.

Event of Terminations. If any of the following events (each a “Event of Termination”) shall occur: (a) Any of the following events: (i) the Servicer or any ADT Entity shall fail to perform or observe any covenant or agreement as and when required hereunder or under any other Transaction Document (other than any covenant or agreement referred to in clause (a)(ii) below) and such failure remains unremedied for twenty (20) days after the earlier of the date (A) such Person receives notice of such failure from the Collateral Agent, the Administrative Agent or the Required Lenders, or (B) a Responsible Officer obtains knowledge of such failure; (ii) any ADT Entity or the Servicer shall fail to make any payment or deposit or transfer of monies required to be made by it hereunder or under any other Transaction Document (including, without limitation, any ADT Obligation) as and when due and such failure is not remedied within two (2) Business Days; (iii) the Servicer shall fail to deliver any Information Package when due pursuant to Section 3.01(a) and such failure is not remedied within three (3) Business Days; or (b) any representation or warranty made or deemed to be made by any Servicer, ADT Entity (or any of their officers) under or in connection with any Transaction Document or any certificate, Loan Request, Paydown Notice, Information Package, or any other report, financial statement or other written information delivered in connection therewith shall prove to have been false or incorrect in any material respect when made or deemed to be made (without duplication as to any materiality modifiers, qualifications, or limitations applicable thereto) and solely to the extent capable of cure, shall continue unremedied for twenty (20) days after the earlier of the date (A) such Person receives notice of such breach from the Collateral Agent, the Administrative Agent or the Required Lenders, or (B) a Responsible Officer obtains knowledge of such breach; or (c) an Event of Bankruptcy shall have occurred with respect to any ADT Entity; or (d) a Change of Control shall occur; or (e) the Collateral Agent, for the benefit of the Affected Persons, fails at any time to have a first priority perfected security interest in the Pool Receivables and the Related Assets (or any portion thereof) or any other Collateral and all proceeds of any of the foregoing, in each case, free and clear of any Adverse Claim; or (f) the occurrence of any ERISA Event that, individually or together with all other ERISA Events that have occurred, could reasonably be expected to have a Material Adverse Effect; or (g) any ADT Entity shall be required to register as an “investment company” under (and as defined in) the Investment Company Act; or (h) any material provision of this Agreement or any other Transaction Documents shall cease to be the valid and binding obligation enforceable against any ADT Entity, as applicable, except to the extent terminated in accordance with its terms or with the consent of the Administrative Agent, the Collateral Agent and each Group Agent; or (i) the Borrower shall fail to pay in full all of its Borrower Obligations to the Collateral Agent, the Administrative Agent, or any Lender hereunder by the Maturity Date or any ADT Entity shall fail to pay in full all of its ADT Obligations to the applicable person or the Administrative Agent on their behalf in accordance with the terms of this Agreement by the Maturity Date; or (j) one or more final judgments for the payment of money in an aggregate amount in excess of [REDACTED] $84,000,000 in the case of ADT, the Parent or any other Material Subsidiary of the Parent or [REDACTED] $1,000,000 in the case of the Borrower and the same shall not be vacated, discharged or stayed or bonded pending appeal for a period of sixty (60) consecutive days, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of ADT, the Parent or any Material Subsidiary of the Parent to enforce any such judgment; or (k) the Borrower, ADT, the Parent or any of their respective Material Subsidiaries shall fail to pay any principal of or premium or interest on any of its Debt which is outstanding in a principal amount of at least, in respect of the Borrower, [REDACTED]$1,000,000, or in respect of the Borrower, ADT, the Parent or any of their respective Material Subsidiaries [REDACTED]$84,000,000, in the aggregate when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period specified in the agreement or instrument relating to such Debt; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof; or (l) the breach of any of the financial covenants set forth in the ADT Credit Agreement, any ADT Indenture or any ADT Collateral Agreements as in effect on the Closing Date or an event of default (or similar event) shall have occurred thereunder, in each case without regard to any waivers of such breaches or defaults; or (m) the average of the Delinquency Ratios for the three preceding Settlement Periods, as determined on any Reporting Date, shall exceed [REDACTED]3%; or (n) the average of the Loss Ratios for the three preceding Settlement Periods, as determined on any Reporting Date, shall exceed [REDACTED]2.5%; or (o) either (i) on any Reporting Date, the Aggregate Principal less the Principal of all Enhanced Loans exceeds the Borrowing Base, as determined based on clause (a) in the definition of “Net Portfolio Balance”, before giving effect to (x) the application of Monthly Collections in accordance with Section 3.01(d) on the immediately following Settlement Date, (y) any Transfer occurring since the most recent Cut-off Date and (z) any Loan to be made on such Settlement Date), or (ii) on any Settlement Date, the Aggregate Principal less the Principal of all Enhanced Loans exceeds the Borrowing Base, as determined based on clause (b) of the definition of “Net Portfolio Balance”, after giving effect to (x) the application of Monthly Collections in accordance with Section 3.01(d) on such Settlement Date in accordance with Section 3.01(d) on such Settlement Date, (y) any Transfer occurring on or prior to such Settlement Date and (z) any Loan being made on such Settlement Date; or (p) either (i) on any Reporting Date, the Aggregate Principal exceeds the Enhanced Borrowing Base, as determined based on clause (a) in the definition of “Net Portfolio Balance”, before giving effect to (x) the application of Monthly Collections and Supporting LC Draw Proceeds in accordance with Section 3.01(d), (e) and (f) on the immediately following Settlement Date, (y) any Transfer occurring since the most recent Cut-off Date and (z) any Loan to be made on such Settlement Date), or (ii) on any Settlement Date, the Aggregate Principal exceeds the Enhanced Borrowing Base, as determined based on clause (b) of the definition of “Net Portfolio Balance”, after giving effect to (x) the application of Monthly Collections and Supporting LC Draw Proceeds in accordance with Section 3.01(d), (e) and (f) on such Settlement Date; or (q) the Performance Support Agreement is canceled, rescinded, amended, or modified without the prior written consent of the Collateral Agent, the Administrative Agent and each Group Agent; or (rq) the Servicer or any ADT Entity shall take any action that materially and adversely affects the collectability of all or any significant portion of the Pool Receivables or the ability of the Borrower, or ADT (as Servicer or otherwise) or the Parent to perform its respective obligations under this Agreement or any other Transaction Document; or (sr) ADT ceases to provide Monitoring Services generally; or (s) (i) any Collection Account or the Payment Account shall cease to be subject to a Control Agreement, or any Control Agreement shall cease to be in full force and effect, except (A) if being simultaneously replaced with a proper Control Agreement which is in full force and effect, or (B) with the consent of the Administrative Agent, the Collateral Agent and each Group Agent, (ii) without the prior written consent of the Collateral Agent, cause or permit any amounts on deposit in any Collection Account to be remitted to an account other than the Payment Account, or (iii) in the event any party to a Control Agreement (other than the Collateral Agent) has provided notice of termination of such Control Agreement, by no later than (1) the 15th calendar day following notice of a termination for cause and (2) the 30th calendar day following notice of termination without cause, fail to (A) establish a replacement Collection Account or Payment Account, as the case may be, with a new depository institution that is an Eligible Bank, (B) enter into new Control Agreement(s) with respect to such replacement account(s), (C) cause all amounts held in the accounts for which Control Agreements are being terminated to be transferred to such replacement account(s), and (D) take all other actions necessary for such replacement accounts to comply with the requirements and covenants hereunder that are applicable to Collections, any Collection Account or the Payment Account, as the case may be, including without limitation, the actions required pursuant to Section 7.01(l) and instructing any applicable Obligors to make payments on the applicable Pool Receivables to new Collection Account(s). An Event of Termination shall be deemed to be continuing until waived in writing by the Administrative Agent, the Collateral Agent and the Required Lenders.