Common use of Remedies: Termination of Commitments, Acceleration, etc Clause in Contracts

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare the Revolving Credit Commitments, the Swingline Commitment, and the Issuing Lender’s obligation to issue Letters of Credit, to be terminated, whereupon the same shall terminate; provided that, upon the occurrence of a Bankruptcy Event, the Revolving Credit Commitments, the Swingline Commitment and the Issuing Lender’s obligation to issue Letters of Credit shall automatically be terminated; (b) Declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement and the other Credit Documents (but excluding any amounts owing under any Hedge Agreement), shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowers; provided that, upon the occurrence of a Bankruptcy Event, all of the outstanding principal amount of the Loans and all other amounts described in this Section 9.2(b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowers; (c) Direct the Borrowers to deposit (and the Borrowers hereby agree, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit then outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amount to be held by the Administrative Agent in the Cash Collateral Account as security for the Letter of Credit Exposure as described in Section 3.8; (d) Appoint or direct the appointment of a receiver for the properties and assets of the Credit Parties, both to operate and to sell such properties and assets, and the Borrowers, for themselves and on behalf of their Subsidiaries, hereby consent to such right and such appointment and hereby waive any objection the Borrowers or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, in connection therewith; and (e) Exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law.

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare the Revolving Credit Commitments, the Swingline Commitment, Commitment and the Issuing Lender’s obligation to issue Letters of Credit, Credit to be terminated, whereupon the same shall terminate; provided that, upon the occurrence of a Bankruptcy Event, the Revolving Credit Commitments, the Swingline Commitment and the Issuing Lender’s obligation to issue Letters of Credit shall automatically be terminated; (b) Declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement and the other Credit Documents (but excluding any amounts owing under any Hedge Agreement), shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersBorrower; provided that, upon the occurrence of a Bankruptcy Event, all of the outstanding principal amount of the Loans and all other amounts described in this Section 9.2(b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersBorrower; (c) Direct the Borrowers Borrower to deposit (and the Borrowers Borrower hereby agreeagrees, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit then outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amount to be held by the Administrative Agent in the Cash Collateral Account as security for the Letter of Credit Exposure as described in Section 3.8; (d) Appoint or direct the appointment of a receiver for the properties and assets of the Credit Parties, both to operate and to sell such properties and assets, and the BorrowersBorrower, for themselves itself and on behalf of their its Subsidiaries, hereby consent consents to such right and such appointment and hereby waive waives any objection the Borrowers Borrower or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, in connection therewith; and (e) Exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law.

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare the Revolving Credit Commitments, the Swingline Commitment, and the Issuing Lender’s obligation to issue Letters of Credit, to be terminated, whereupon the same shall terminate; provided that, upon the occurrence of a Bankruptcy Event, the Revolving Credit Commitments, the Swingline Commitment and the Issuing Lender’s obligation to issue Letters of Credit shall automatically be terminated; (b) Declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement and the other Credit Documents (but excluding any amounts owing under any Hedge Agreement), shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersBorrower; provided that, upon the occurrence of a Bankruptcy Event, all of the outstanding principal amount of the Loans and all other amounts described in this Section 9.2(b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersBorrower; (c) Direct the Borrowers Borrower to deposit (and the Borrowers Borrower hereby agreeagrees, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit then outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amount to be held by the Administrative Agent in the Cash Collateral Account as security for the Letter of Credit Exposure as described in Section 3.8; (d) Appoint or direct the appointment of a receiver for the properties and assets of the Credit Parties, both to operate and to sell such properties and assets, and the BorrowersBorrower, for themselves itself and on behalf of their its Subsidiaries, hereby consent consents to such right and such appointment and hereby waive waives any objection the Borrowers Borrower or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, in connection therewith; and (e) Exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law.

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare the Revolving Credit Commitments, the Swingline Commitment, and the Issuing Lender’s obligation to issue Letters of Credit, to be terminated, whereupon the same shall terminate; provided that, upon the occurrence of a Bankruptcy Event, the Revolving Credit Commitments, the Swingline Commitment and the Issuing Lender’s obligation to issue Letters of Credit shall automatically be terminated; (b) Declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement Agreement, the Notes and the other Credit Documents (but excluding any amounts owing under any Hedge Agreement), shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersBorrower; provided that, upon the occurrence of a Bankruptcy Event, all of the outstanding principal amount of the Loans and all other amounts described in this Section 9.2(b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersBorrower; (c) Direct the Borrowers Borrower to deposit (and the Borrowers Borrower hereby agreeagrees, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit then outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amount to be held by the Administrative Agent in the Cash Collateral Account as security for the Letter of Credit Exposure as described in Section 3.8; (d) Appoint or direct the appointment of a receiver for the properties and assets of the Credit Parties, both to operate and to sell such properties and assets, and the BorrowersBorrower, for themselves itself and on behalf of their its Subsidiaries, hereby consent consents to such right and such appointment and hereby waive waives any objection the Borrowers Borrower or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, in connection therewith; and (e) Exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law.

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare the Revolving Credit CommitmentsCommitments of each Lender, the Swingline CommitmentCommitment of the Swingline Lender, and the Issuing Lender’s Bank's obligation to issue Letters of Credit, to be terminated, whereupon the same shall terminate; terminate (provided that, upon the occurrence of a Bankruptcy Eventan Event of Default with respect to the Borrower pursuant to SECTIONS 7.1(K), (L) or (M), all of the Revolving Credit Commitments, Commitments and the Swingline Commitment and Commitment, together with the Issuing Lender’s Bank's obligation to issue Letters of Credit Credit, shall automatically be terminated); (b) Declare all or any part of the outstanding principal amount of the Loans Loans, all unpaid interest accrued thereon, and all other amounts payable under this Agreement, the Notes and the other Loan Documents to be immediately due and payable, whereupon the such outstanding principal amount so declared to be immediately due amounts, accrued interest and payable, together with all interest accrued thereon and all other such amounts payable under this Agreement and the other Credit Documents (but excluding any amounts owing under any Hedge Agreement), shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowers; Borrower (provided that, upon the occurrence of a Bankruptcy Eventan Event of Default with respect to the Borrower pursuant to SECTIONS 7.1(K), (L) or (M), all of the such outstanding principal amount of the Loans amounts, accrued interest and all other such amounts described in this Section 9.2(b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowerspayable); (c) Direct the Borrowers Borrower to deposit deliver (and the Borrowers Borrower hereby agreeagrees, forthwith upon receipt of notice of such direction from the Administrative Agent, to depositdeliver) with to the Administrative Agent from time to time such additional amount of cash as is equal to the difference between the aggregate Stated Amount of all Letters of Credit then outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder)) and the amount then on deposit in the Cash Collateral Account, such amount to be held by the Administrative Agent in the Cash Collateral Account as security for the Letter of Credit Exposure Borrower's Reimbursement Obligations as described in Section 3.8; (d) Appoint or direct the appointment of a receiver for the properties and assets of the Credit Parties, both to operate and to sell such properties and assets, and the Borrowers, for themselves and on behalf of their Subsidiaries, hereby consent to such right and such appointment and hereby waive any objection the Borrowers or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, in connection therewithSECTION 2.18(I); and (ed) Exercise all rights and remedies available to it under this Agreement, the other Credit Loan Documents and applicable law.

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare the Revolving Credit Commitments, the Swingline Commitment, Commitments and the Issuing Lender’s Banks’ obligation to issue Letters of Credit, Credit to be terminated, whereupon the same shall terminate; provided that, upon the occurrence of a Bankruptcy Event, the Revolving Credit Commitments, the Swingline Commitment Commitments and the Issuing Lender’s Banks’ obligation to issue Letters of Credit shall automatically be terminated; (b) Declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement Agreement, the Notes and the other Credit Documents (but excluding any amounts owing under any Hedge Agreement)Documents, shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowers; Borrowers (provided that, upon the occurrence of a Bankruptcy EventEvent or an Event of Default pursuant to Section 9.1(j), all of the outstanding principal amount of the Loans and all other amounts described in this Section 9.2(bsubsection (b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowers); (c) Direct the Borrowers each Account Party to deposit (and the Borrowers each such Account Party hereby agreeagrees, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such additional amount of cash as is equal to 100% of the aggregate Stated Amount of all of such Account Party’s Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have drawn or be entitled at such time to draw thereunder)) less the aggregate portion of such Account Party’s Borrowing Base consisting of cash and Cash Equivalents at such time, such amount to be held by the Administrative Agent in the such Account Party’s Cash Collateral Account as security for the Letter of Credit Exposure as described in Section 3.8; (d) Appoint Enforce any or direct the appointment of a receiver for the properties and assets all of the Credit Parties, both Liens and security interests created pursuant to operate and to sell such properties and assets, and the Borrowers, for themselves and on behalf of their Subsidiaries, hereby consent to such right and such appointment and hereby waive Security Documents and/or exercise any objection the Borrowers or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, rights and remedies provided therein; (e) Terminate any Letter of Credit or give a notice of nonrenewal in connection therewithrespect thereof if permitted in accordance with its terms; and (ef) Exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law.

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare declare the Revolving Credit Commitments, the Swingline Commitment, and the Issuing Lender’s obligation to issue Letters of Credit, Commitments to be terminated, whereupon the same shall terminate; provided that, upon the occurrence of a Bankruptcy Event, the Revolving Credit Commitments, the Swingline Commitment Lenders’ obligation to make Swingline Loans and the Issuing Lender’s obligation to issue Letters of Credit shall automatically be terminated; (b) Declare declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement and the other Credit Documents (but excluding any amounts owing under any Hedge Agreement)Documents, shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersBorrower; provided that, upon the occurrence of a Bankruptcy Event, all of the outstanding principal amount of the Loans and all other amounts described in this Section 9.2(b8.2(b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersBorrower; (c) Direct appoint or direct the Borrowers appointment of a receiver for the properties and assets of the Borrower, both to operate and to sell such properties and assets, and the Borrower, for itself and on behalf of its Subsidiaries, hereby consents to such right and such appointment and hereby waives any objection the Borrower or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, in connection therewith; (d) exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law; and (e) direct the Borrower to deposit (and the Borrowers Borrower hereby agreeagrees, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit then outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amount to be held by the Administrative Agent in the Cash Collateral Account as security for the Letter of Credit Exposure as described in Section 3.8; (d) Appoint or direct the appointment of a receiver for the properties and assets of the Credit Parties, both to operate and to sell such properties and assets, and the Borrowers, for themselves and on behalf of their Subsidiaries, hereby consent to such right and such appointment and hereby waive any objection the Borrowers or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, in connection therewith; and (e) Exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law2.19(i).

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare the Revolving Credit Commitments, Commitments and the Swingline Commitment, and the Issuing Lender’s obligation to issue Letters of Credit, Commitment to be terminated, whereupon the same shall terminate; provided that, upon the occurrence of a Bankruptcy Event, the Revolving Credit Commitments, Commitments and the Swingline Commitment and the Issuing Lender’s obligation to issue Letters of Credit shall automatically be terminated; (b) Declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement and the other Credit Documents (but excluding any amounts owing under any Hedge Agreement)Documents, shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersBorrower; provided that, upon the occurrence of a Bankruptcy Event, all of the outstanding principal amount of the Loans and all other amounts described in this Section 9.2(b8.2(b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersBorrower; (c) Direct the Borrowers to deposit (and the Borrowers hereby agree, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit then outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amount to be held by the Administrative Agent in the Cash Collateral Account as security for the Letter of Credit Exposure as described in Section 3.8; (d) Appoint or direct the appointment of a receiver for the properties and assets of the Credit Parties, both to operate and to sell such properties and assets, and the BorrowersBorrower, for themselves itself and on behalf of their its Subsidiaries, hereby consent consents to such right and such appointment and hereby waive waives any objection the Borrowers Borrower or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, in connection therewith; and (ed) Exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law.

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, direction of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare the Revolving Credit Commitments, the Swingline Commitment, and the Issuing Lender’s obligation Banks’ obligations to issue Letters of Credit, to be terminated, whereupon the same shall terminate; provided that, upon the occurrence of a Bankruptcy Event, the Revolving Credit Commitments, the Swingline Commitment and the Issuing Lender’s Banks’ obligation to issue Letters of Credit shall automatically be terminated; (b) Declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement and the other Credit Documents (but excluding any amounts owing under any Hedge Agreement or Cash Management Agreement), shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowerseach Borrower; provided that, upon the occurrence of a Bankruptcy Event, all of the outstanding principal amount of the Loans and all other amounts described in this Section 9.2(b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowerseach Borrower; (c) Direct the Borrowers Xxxxxxxx to deposit (and the Borrowers Xxxxxxxx hereby agreeagrees, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such additional amount of cash (in the appropriate Currency or Currencies) as is equal to the aggregate Stated Amount of all Letters of Credit then outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amount to be held by the Administrative Agent in the Cash Collateral Account as security for the Letter of Credit L/C Exposure as described in Section 3.8; (d) Appoint or direct the appointment of a receiver, receiver and manager, or similar official for the properties and assets of the Credit Parties, both to operate and to sell such properties and assets, and the Borrowerseach Borrower, for themselves itself and on behalf of their its Subsidiaries, hereby consent consents to such right and such appointment and hereby waive waives any objection the Borrowers such Borrower or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent or the applicable Security Trustee (as applicable) on behalf of the Lenders, in connection therewith; and; (e) Exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law; and (f) Direct either Security Trustee to do any of the above.

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare the Revolving Credit Commitments, Commitments and the Swingline Commitment, and the Issuing Lender’s obligation to issue Letters of Credit, Commitments to be terminated, whereupon the same shall terminate; provided that, upon the occurrence of a Bankruptcy Event, the Revolving Credit Commitments, the Swingline Commitment Commitments and the Issuing Lender’s obligation to issue Letters of Credit shall automatically be terminated; (b) Declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement and the other Credit Documents (but but, for the avoidance of doubt, excluding any amounts owing under any Hedge Agreement), shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersBorrower; provided that, upon the occurrence of a Bankruptcy Event, all of the outstanding principal amount of the Loans and all other amounts described in this Section 9.2(b8.2(b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersBorrower; (c) Appoint or direct the appointment of a receiver for the properties and assets of the Credit Parties, both to operate and to sell such properties and assets, and the Borrower, for itself and on behalf of its Subsidiaries, hereby consents to such right and such appointment and hereby waives any objection the Borrower or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, in connection therewith; (d) Exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law; and (e) Direct the Borrowers Borrower to deposit (and the Borrowers Borrower hereby agreeagrees, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit then outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amount to be held by the Administrative Agent in the Cash Collateral Account as security for the Letter of Credit Exposure as described in Section 3.82.19(i); (d) Appoint or direct the appointment of a receiver for the properties and assets of the Credit Parties, both to operate and to sell such properties and assets, and the Borrowers, for themselves and on behalf of their Subsidiaries, hereby consent to such right and such appointment and hereby waive any objection the Borrowers or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, in connection therewith; and (e) Exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law.

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare the Revolving Credit Commitments, the Swingline Commitment, and the Issuing Lender’s obligation to issue Letters of Credit, Commitments to be terminated, whereupon the same shall terminate; provided that, upon the occurrence of a Bankruptcy Event, the Revolving Credit Commitments, the Swingline Commitment and the Issuing Lender’s obligation to issue Letters of Credit Commitments shall automatically be terminated; (b) Declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement and the other Credit Documents (but excluding any amounts owing under any Hedge Agreement)Documents, shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowers; provided that, upon the occurrence of a Bankruptcy Event, all of the outstanding principal amount of the Loans and all other amounts described in this Section 9.2(b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowers; (c) Direct the Borrowers to deposit (and the Borrowers hereby agree, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit then outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amount to be held by the Administrative Agent in the Cash Collateral Account as security for the Letter of Credit Exposure as described in Section 3.8; (d) Appoint or direct the appointment of a receiver for the properties and assets of the Credit PartiesBorrowers and their Subsidiaries, both to operate and to sell such properties and assets, and the Borrowerseach Borrower, for themselves itself and on behalf of their its Subsidiaries, hereby consent consents to such right and such appointment and hereby waive waives any objection the Borrowers any Borrower or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, in connection therewith; and (ed) Exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law.

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare the Revolving Credit Commitments, the Swingline Commitment, Commitment and the Issuing Lender’s obligation to issue Letters of Credit, to be terminated, whereupon the same shall terminate; terminate (provided that, upon the occurrence of a Bankruptcy Eventan Event of Default pursuant to Section 9.1(f) or Section 9.1(g), the Revolving Credit Commitments, the Swingline Commitment and the Issuing Lender’s obligation to issue Letters of Credit shall automatically be terminated); (b) Declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement Agreement, the Notes and the other Credit Documents (but excluding any amounts owing under any Hedge Agreement or Cash Management Agreement), shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowers; Borrower (provided that, upon the occurrence of a Bankruptcy Eventan Event of Default pursuant to Section 9.1(f) or Section 9.1(g), all of the outstanding principal amount of the Loans and all other amounts described in this Section 9.2(bsubsection (b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersBorrower); (c) Direct the Borrowers Borrower to deposit (and the Borrowers Borrower hereby agreeagrees, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit then outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amount to be held by the Administrative Agent in the Cash Collateral Account as security for the Letter of Credit Exposure as described in Section 3.8; (d) Appoint or direct the appointment of a receiver for the properties and assets of the Credit Parties, both to operate and to sell such properties and assets, and the Borrowers, for themselves and on behalf of their Subsidiaries, hereby consent to such right and such appointment and hereby waive any objection the Borrowers or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, in connection therewith; and (ed) Exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law.

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare the Revolving Credit Commitments, principal of and interest on the Swingline CommitmentLoans and the Notes at the time outstanding, and all other amounts owed to the Issuing Lender’s obligation Lenders and to issue Letters the Administrative Agent under this Agreement or any of Creditthe other Credit Documents and all other Obligations, to be terminated, whereupon the same shall terminate; provided that, upon the occurrence of a Bankruptcy Event, the Revolving Credit Commitments, the Swingline Commitment and the Issuing Lender’s obligation to issue Letters of Credit shall automatically be terminated; (b) Declare all or any part of the outstanding principal amount of the Loans to be immediately forthwith due and payable, whereupon the principal amount so declared to be same shall immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement and the other Credit Documents (but excluding any amounts owing under any Hedge Agreement), shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate protest or other notice or legal process of any kind, all of which are hereby knowingly expressly waived, anything in this Agreement or the other Credit Documents to the contrary notwithstanding, and expressly waived by terminate the BorrowersCommitments and any right of the Borrower to request or receive any Loans thereunder; provided that, that upon the occurrence of a Bankruptcy Eventan Event of Default specified in Section 8.1(g), all of 8.1(h) or 8.1(i), the outstanding principal amount of Commitments and the Borrower’s right to receive Loans thereunder shall be automatically terminated and all other amounts described in this Section 9.2(b) Obligations shall automatically become immediately due and payable without presentmentpayable; (b) Obtain, demandat the Borrower’s expense and as soon as reasonably possible, protestwith respect to each Insurance Subsidiary, notice of intent a current actuarial review and valuation statement of, and opinion as to accelerate or the adequacy of, such Insurance Subsidiary’s loss and loss adjustment expense reserve positions with respect to the insurance business then in force, and covering such other notice or legal process of any kind, all of which subjects as are hereby knowingly customary in actuarial reviews and expressly waived as may be requested by the Borrowers;Required Lenders, prepared by an independent actuarial firm acceptable to the Required Lenders in accordance with reasonable actuarial assumptions and procedures (the Borrower hereby agreeing to cooperate in connection therewith); and (c) Direct the Borrowers to deposit (and the Borrowers hereby agree, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit then outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amount to be held by the Administrative Agent in the Cash Collateral Account as security for the Letter of Credit Exposure as described in Section 3.8; (d) Appoint or direct the appointment of a receiver for the properties and assets of the Credit Parties, both to operate and to sell such properties and assets, and the Borrowers, for themselves and on behalf of their Subsidiaries, hereby consent to such right and such appointment and hereby waive any objection the Borrowers or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent Exercise on behalf of the Lenders, in connection therewith; and (e) Exercise Lenders all of its and their other rights and remedies available to it under this Agreement, the other Credit Documents and applicable lawApplicable Law, in order to satisfy all of the Obligations.

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time (i) after the occurrence and during the continuance of any Event of DefaultDefault that is a Bankruptcy Event or (ii) (x) after the occurrence and during the continuance of any Event of Default other than an Event of Default that is a Bankruptcy Event and (y) after (1) the conditions set forth in Section 3.2 have been satisfied and the Closing Date has occurred (after the funding of the Loans has been made and the Borrower has applied the proceeds thereof as contemplated by this Agreement) or (2) the Termination Date has occurred or the Commitments have otherwise terminated, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare declare the Revolving Credit Commitments, the Swingline Commitment, and the Issuing Lender’s obligation to issue Letters of Credit, Commitments to be terminated, whereupon the same shall terminate; provided that, upon the occurrence of a Bankruptcy Event, the Revolving Credit Commitments, the Swingline Commitment and the Issuing Lender’s obligation to issue Letters of Credit Commitments shall automatically be terminated; (b) Declare declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement and the other Credit Documents (but excluding any amounts owing under any Hedge Agreement)Documents, shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersBorrower; provided that, upon the occurrence of a Bankruptcy Event, all of the outstanding principal amount of the Loans and all other amounts described in this Section 9.2(b8.2(b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersBorrower; (c) Direct the Borrowers to deposit (and the Borrowers hereby agree, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit then outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amount to be held by the Administrative Agent in the Cash Collateral Account as security for the Letter of Credit Exposure as described in Section 3.8; (d) Appoint appoint or direct the appointment of a receiver for the properties and assets of the Credit PartiesBorrower, both to operate and to sell such properties and assets, and the BorrowersBorrower, for themselves itself and on behalf of their its Subsidiaries, hereby consent consents to such right and such appointment and hereby waive waives any objection the Borrowers Borrower or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, in connection therewith; and (ed) Exercise exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law. For the avoidance of doubt, the Lenders acknowledge and agree that, (i) so long as the conditions set forth in Section 3.2 are satisfied or waived, they shall be required to fund the Loans on the Closing Date, and (ii) so long as the conditions set forth in Section 3.2 (other than the Black Knight Acquisition Related Conditions) are satisfied or waived, they shall be required to pre-fund the Loans on the Pre-Closing Funding Date, in each case, so long as no Event of Default that is a Bankruptcy Event shall have occurred and be continuing.

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare the Revolving Credit Commitments, the Swingline Commitment, and the Issuing Lender’s obligation to issue Letters of Credit, Commitments to be terminated, whereupon the same shall terminate; provided that, upon the occurrence of a Bankruptcy Event, the Revolving Credit Commitments, the Swingline Commitment and the Issuing Lender’s obligation to issue Letters of Credit Commitments shall automatically be terminated; (b) Declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement Agreement, the Revolving Notes, the Swingline Note and the other Credit Documents (but excluding any amounts owing under any Hedge Agreement)Documents, shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersCredit Parties; provided that, upon the occurrence of a Bankruptcy EventEvent or an Event of Default pursuant to Section 8.1(j), all of the outstanding principal amount of the Loans and all other amounts described in this Section 9.2(bsubsection (b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowers; (c) Direct the Borrowers to deposit (and the Borrowers hereby agree, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit then outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amount to be held by the Administrative Agent in the Cash Collateral Account as security for the Letter of Credit Exposure as described in Section 3.8; (d) Appoint or direct the appointment of a receiver for the properties and assets of the Credit Parties, both to operate and to sell such properties and assets, and the Borrowers, for themselves and on behalf of their Subsidiaries, hereby consent to such right and such appointment and hereby waive any objection the Borrowers or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, in connection therewith; and (ec) Exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law.

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare declare the Revolving Credit Commitments, the Swingline Commitment, and the Issuing Lender’s obligation to issue Letters of Credit, Commitments to be terminated, whereupon the same shall terminate; provided that, upon the occurrence of a Bankruptcy Event, the Revolving Credit Commitments, the Swingline Commitment Lenders’ obligation to make Swingline Loans and the Issuing Lender’s obligation to issue Letters of Credit shall automatically be terminated; (b) Declare declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement and the other Credit Documents (but excluding any amounts owing under any Hedge Agreement)Documents, shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowerseachthe Borrower; provided that, upon the occurrence of a Bankruptcy Event, all of the outstanding principal amount of the Loans and all other amounts described in this Section 9.2(b8.2(b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowerseachthe Borrower; (c) Direct appoint or direct the Borrowers appointment of a receiver for the properties and assets of the BorrowersBorrower, both to operate and to sell such properties and assets, and eachthe Borrower, for itself and on behalf of its Subsidiaries, hereby consents to such right and such appointment and hereby waives any objection suchthe Borrower or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, in connection therewith; (d) exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law; and (e) direct the applicable Borrower to deposit (and the Borrowers eachthe Borrower hereby agreeagrees, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit then outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amount to be held by the Administrative Agent in the Cash Collateral Account as security for the Letter of Credit Exposure as described in Section 3.8; (d) Appoint or direct the appointment of a receiver for the properties and assets of the Credit Parties, both to operate and to sell such properties and assets, and the Borrowers, for themselves and on behalf of their Subsidiaries, hereby consent to such right and such appointment and hereby waive any objection the Borrowers or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, in connection therewith; and (e) Exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law2.19(i).

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare the Revolving Credit Commitments, the Swingline Commitment, Commitments and the Issuing Lender’s Banks’ obligation to issue Letters of Credit, Credit to be terminated, whereupon the same shall terminate; provided that, upon the occurrence of a Bankruptcy Event, the Revolving Credit Commitments, the Swingline Commitment Commitments and the Issuing Lender’s Banks’ obligation to issue Letters of Credit shall automatically be terminated; (b) Declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement and the other Credit Documents (but excluding any amounts owing under any Hedge Agreement), shall become accrued hereunder immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersCredit Parties; provided that, upon the occurrence of a Bankruptcy EventEvent or an Event of Default pursuant to Section 8.1(k), all of the outstanding principal amount of the Loans and all other amounts described in this Section 9.2(bsubsection (b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersCredit Parties; (c) Direct the Borrowers Credit Parties to deposit (and the Borrowers each Credit Party hereby agreeagrees, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such additional amount of cash as is equal to 100% of the aggregate Stated Amount of all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amount to be held by the Administrative Agent in the Cash Collateral Account as security for the Letter of Credit Exposure as described in Section 3.82.8; (d) Appoint Enforce any or direct the appointment of a receiver for the properties and assets all of the Credit Parties, both Liens and security interests created pursuant to operate and to sell such properties and assets, and the Borrowers, for themselves and on behalf of their Subsidiaries, hereby consent to such right and such appointment and hereby waive Security Documents and/or exercise any objection the Borrowers or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, rights and remedies provided therein; (e) Terminate any Letter of Credit or give a notice of nonrenewal in connection therewithrespect thereof if permitted in accordance with its terms; and (ef) Exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law.

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare the Revolving Credit Commitments, Commitments and the Swingline Commitment, and the Issuing Lender’s obligation to issue Letters of Credit, Commitment to be terminated, whereupon the same shall terminate; provided that, upon the occurrence of a Bankruptcy Event, the Revolving Credit Commitments, the Swingline Commitment and the Issuing Lender’s obligation to issue Letters of Credit shall automatically be terminated; (b) Declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement and the other Credit Documents (but but, for the avoidance of doubt, excluding any amounts owing under any Hedge Agreement), shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersBorrower; provided that, upon the occurrence of a Bankruptcy Event, all of the outstanding principal amount of the Loans and all other amounts described in this Section 9.2(b8.2(b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersBorrower; (c) Appoint or direct the appointment of a receiver for the properties and assets of the Credit Parties, both to operate and to sell such properties and assets, and the Borrower, for itself and on behalf of its Subsidiaries, hereby consents to such right and such appointment and hereby waives any objection the Borrower or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, in connection therewith; (d) Exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law; and (e) Direct the Borrowers Borrower to deposit (and the Borrowers Borrower hereby agreeagrees, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit then outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amount to be held by the Administrative Agent in the Cash Collateral Account as security for the Letter of Credit Exposure as described in Section 3.82.19(i); (d) Appoint or direct the appointment of a receiver for the properties and assets of the Credit Parties, both to operate and to sell such properties and assets, and the Borrowers, for themselves and on behalf of their Subsidiaries, hereby consent to such right and such appointment and hereby waive any objection the Borrowers or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, in connection therewith; and (e) Exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law.

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare the Revolving Credit Commitments, the Swingline Commitment, and the Issuing Lender’s obligation to issue Letters of Credit, to be terminated, whereupon the same shall terminate; provided that, upon the occurrence of a Bankruptcy Eventan Event of Default pursuant to Section 9.1(f) or Section 9.1(g), the Revolving Credit Commitments, the Swingline Commitment and the Issuing Lender’s obligation to issue Letters of Credit shall automatically be terminated; (b) Declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement Agreement, the Notes and the other Credit Documents (but excluding any amounts owing under any Hedge Agreement), shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersBorrower; provided that, upon the occurrence of a Bankruptcy Eventan Event of Default pursuant to Section 9.1(f) or Section 9.1(g), all of the outstanding principal amount of the Loans and all other amounts described in this Section 9.2(b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersBorrower; (c) Direct the Borrowers Borrower to deposit (and the Borrowers Borrower hereby agreeagrees, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit then outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amount to be held by the Administrative Agent in the Cash Collateral Account as security for the Letter of Credit Exposure as described in Section 3.8; (d) Appoint or direct the appointment of a receiver for the properties and assets of the Credit Parties, both to operate and to sell such properties and assets, and the BorrowersBorrower, for themselves itself and on behalf of their its Subsidiaries, hereby consent consents to such right and such appointment and hereby waive waives any objection the Borrowers Borrower or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, in connection therewith; and (e) Exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law.

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall may, and at the direction, or may with the consent, request of the Required LendersLenders shall, take any or all of the following actions at the same or different times: (a) Declare Except as otherwise set forth in Section 9.02(c) below, declare the Revolving Credit Commitments, the Swingline Commitment, and the Issuing Lender’s Lenders’ obligation to issue Letters of Credit, to be terminated, whereupon the same shall terminate; terminate (provided that, upon the occurrence of a Bankruptcy Eventan Event of Default pursuant to Section 9.01(f) or Section 9.01(g), the Revolving Credit Commitments, the Swingline Commitment and the Issuing Lender’s Lenders’ obligation to issue Letters of Credit shall automatically be terminated); (b) Declare Except as otherwise set forth in Section 9.02(c) below, declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon thereon, any premium with respect thereto and all other amounts payable under this Agreement Agreement, the Notes and the other Credit Documents (but excluding any amounts owing under any Hedge AgreementAgreement or Secured Cash Management Agreements), shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowers; Borrower (provided that, upon the occurrence of a Bankruptcy Eventan Event of Default pursuant to Section 9.01(f) or Section 9.01(g), all of the outstanding principal amount of the Loans and all other amounts described in this Section 9.2(bsubsection (b) (but excluding, for the avoidance of doubt, any amounts owing under any Hedge Agreement or Secured Cash Management Agreements) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersBorrower) (for the avoidance of doubt, acceleration of any amounts owing under any Hedge Agreement or Secured Cash Management Agreement shall be governed by the terms thereof); (c) Upon the occurrence of an Event of Default arising from a breach of Section 7.01 (subject to the Borrower’s right to exercise its Cure Right in respect of such breach and the other applicable provisions of this Agreement) that has occurred and is continuing, the Required Lenders may take any of the actions specified in Sections 9.02(a) and (b). (d) Direct the Borrowers Borrower to deposit (and the Borrowers Borrower hereby agreeagrees, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit then outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) (minus the amount then on deposit in the applicable cash collateral account owned by the Administrative Agent), such amount to be held by the Administrative Agent in the Cash Collateral Account applicable cash collateral account owned by the Administrative Agent as security for the Letter of Credit Exposure as described in Section 3.8; (d) Appoint or direct the appointment of a receiver for the properties and assets of the Credit Parties, both to operate and to sell such properties and assets, and the Borrowers, for themselves and on behalf of their Subsidiaries, hereby consent to such right and such appointment and hereby waive any objection the Borrowers or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, in connection therewith3.08; and (e) Exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law.

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare the Revolving Credit Commitments, the Swingline Commitment, Commitment and the Issuing Lender’s Lenders’ obligation to issue Letters of Credit, to be terminated, whereupon the same shall terminate; terminate (provided that, upon the occurrence of a Bankruptcy Eventan Event of Default pursuant to Section 9.1(f) or 12581222v10 24740.00017 Section 9.1 (g), the Revolving Credit Commitments, the Swingline Commitment and the Issuing Lender’s Lenders’ obligation to issue Letters of Credit shall automatically be terminated); (b) Declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement Agreement, the Notes and the other Credit Documents (but excluding any amounts owing under any Hedge Agreement or Cash Management Agreement), shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowers; Borrower (provided that, upon the occurrence of a Bankruptcy Eventan Event of Default pursuant to Section 9.1(f) or Section 9.1(g), all of the outstanding principal amount of the Loans and all other amounts described in this Section 9.2(b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersBorrower); (c) Direct the Borrowers Borrower to deposit (and the Borrowers Borrower hereby agreeagrees, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such additional Cash Collateral in an amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit then outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amount to be held by the Administrative Agent in the Cash Collateral Account as security for the Letter of Credit Exposure as described in Section 3.8; 3.8 (dprovided that, upon the occurrence of an Event of Default pursuant to Section 9.1(f) Appoint or direct Section 9.1(g), the appointment of a receiver for the properties and assets obligation of the Borrower to Cash Collateralize such Letter of Credit PartiesExposure as provided in this Section 9.2(c) and Section 3.8 shall automatically become effective without presentment, both demand, protest, notice of intent to operate and to sell such properties and assets, and the Borrowers, for themselves and on behalf of their Subsidiaries, hereby consent to such right and such appointment and hereby waive any objection the Borrowers or any Subsidiary may have thereto or the right to have a bond accelerate or other security posted notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Administrative Agent on behalf of the Lenders, in connection therewithBorrower); and (ed) Exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law.

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare the Revolving Credit Commitments, the Swingline Commitment, and the Issuing Lender’s Banks’ obligation to issue Issue Letters of Credit, Credit to be terminated, whereupon and thereupon the same shall terminateterminate immediately; provided that, upon the occurrence of a Bankruptcy Event, the Revolving Credit Commitments, the Swingline Commitment Commitment, and the Issuing Lender’s Banks’ obligation to issue Issue Letters of Credit shall automatically be terminated;; 11863223v8 24740.00050 (b) Declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement Agreement, the Notes and the other Credit Documents (but excluding any amounts owing under any Hedge Agreement), shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersBorrower; provided that, upon the occurrence of a Bankruptcy Event, all of the outstanding principal amount of the Loans and all other amounts described in this Section 9.2(b8.2(b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersBorrower; (c) Direct the Borrowers Borrower to deposit (and the Borrowers Borrower hereby agreeagrees, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such additional amount of cash as is equal to 103% of the aggregate Stated Amount of all of the Borrower’s Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amount to be held by the Administrative Agent in the Borrower’s Cash Collateral Account as security for the aggregate Letter of Credit Exposure as described in Section 3.82.5(f); provided that, upon the occurrence of a Bankruptcy Event, such obligation shall be deemed automatically effective; (d) Appoint Terminate or direct cause the appointment of a receiver for L/C Agent or the properties and assets Fronting Bank, as applicable, to terminate any or all of the Letters of Credit Parties, both to operate and to sell such properties and assets, and the Borrowers, for themselves and on behalf or give a notice of their Subsidiaries, hereby consent to such right and such appointment and hereby waive any objection the Borrowers or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, nonrenewal in connection therewithrespect thereof if permitted in accordance with its terms; and (e) Exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law.

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare declare the Revolving Credit Commitments, Commitments and the Swingline Commitment, and the Issuing Lender’s obligation to issue Letters of Credit, Commitments to be terminated, whereupon the same shall terminate; provided that, upon the occurrence of a Bankruptcy Event, the Revolving Credit Commitments, the Swingline Commitment CommitmentsLenders’ obligation to make Swingline Loans and the Issuing Lender’s obligation to issue Letters of Credit shall automatically be terminated; (b) Declare declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement and the other Credit Documents (but excluding any amounts owing under any Hedge Agreement)Documents, shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowerseach Borrower; provided that, upon the occurrence of a Bankruptcy Event, all of the outstanding principal amount of the Loans and all other amounts described in this Section 9.2(b8.2(b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowerseach Borrower; (c) Direct appoint or direct the Borrowers appointment of a receiver for the properties and assets of the Borrowers, both to operate and to sell such properties and assets, and each Borrower, for itself and on behalf of its Subsidiaries, hereby consents to such right and such appointment and hereby waives any objection such Borrower or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, in connection therewith; (d) exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law; and (e) direct the applicable Borrower to deposit (and the Borrowers each Borrower hereby agreeagrees, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit then outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amount to be held by the Administrative Agent in the Cash Collateral Account as security for the Letter of Credit Exposure as described in Section 3.8; (d) Appoint or direct the appointment of a receiver for the properties and assets of the Credit Parties, both to operate and to sell such properties and assets, and the Borrowers, for themselves and on behalf of their Subsidiaries, hereby consent to such right and such appointment and hereby waive any objection the Borrowers or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, in connection therewith; and (e) Exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law2.19(i).

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare the Revolving Credit Commitments, the Swingline Commitment, Commitments and the Issuing Lender’s Lenders' obligation to issue Letters of Credit, Credit to be terminated, whereupon the same shall terminate; terminate (provided that, upon the occurrence of a Bankruptcy Eventan Event of Default pursuant to Section 9.1(f), Section 9.1(g) or Section 9.1(j), the Revolving Credit Commitments, the Swingline Commitment Commitments and the Issuing Lender’s Lenders' obligation to issue Letters of Credit shall automatically be terminated); (b) Declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under 8470562v6 24740.00061 this Agreement Agreement, the Notes and the other Credit Documents (but excluding any amounts owing under any Hedge Agreement)Documents, shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowers; Borrowers (provided that, upon the occurrence of a Bankruptcy Eventan Event of Default pursuant to Section 9.1(f), Section 9.1(g) or Section 9.1(j), all of the outstanding principal amount of the Loans and all other amounts described in this Section 9.2(b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowers); (c) Direct the Borrowers to deposit (and the Borrowers hereby agree, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such additional amount of cash Cash Collateral as is equal to the aggregate Stated Amount of all Letters of Credit then outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amount to be held by the Administrative Agent in the Cash Collateral Account as security for the Letter of Credit Exposure as described in Section 3.8; (d) Appoint or direct the appointment of a receiver for the properties and assets of the Credit Parties, both to operate and to sell such properties and assets, and the Borrowers, for themselves and on behalf of their Subsidiaries, hereby consent to such right and such appointment and hereby waive any objection the Borrowers or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, in connection therewith3.10; and (ed) Exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law.

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare the Revolving Credit Commitments, the Swingline Commitment, and the Issuing Lender’s obligation to issue Letters of Credit, Commitments to be terminated, whereupon the same shall terminate; provided that, upon the occurrence of a Bankruptcy Event, the Revolving Credit Commitments, the Swingline Commitment and the Issuing Lender’s obligation to issue Letters of Credit Commitments shall automatically be terminated; (b) Declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement and the other Credit Documents (but excluding excluding, for an avoidance of doubt, any amounts owing under any Hedge Agreement), shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowerseach Borrower; provided that, upon the occurrence of a Bankruptcy Event, all of the outstanding principal amount of the Loans and all other amounts described in this Section 9.2(b8.2(b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowerseach Borrower; (c) Direct the Borrowers to deposit (and the Borrowers hereby agree, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit then outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amount to be held by the Administrative Agent in the Cash Collateral Account as security for the Letter of Credit Exposure as described in Section 3.8; (d) Appoint or direct the appointment of a receiver for the properties and assets of the Credit Parties, both to operate and to sell such properties and assets, and the Borrowerseach Borrower, for themselves itself and on behalf of their its Subsidiaries, hereby consent consents to such right and such appointment and hereby waive waives any objection the Borrowers such Borrower or any such Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, in connection therewith; and (ed) Exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law.

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time (i) after the occurrence and during the continuance of any Event of DefaultDefault that is a Bankruptcy Event or (ii) (x) after the occurrence and during the continuance of any Event of Default other than an Event of Default that is a Bankruptcy Event and (y) after (1) the conditions set forth in Section 3.2 have been satisfied and the Closing Date has occurred (after the funding of the Loans has been made and the Borrower has applied the proceeds thereof as contemplated by this Agreement) or (2) the Termination Date has occurred or the Commitments have otherwise terminated, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare declare the Revolving Credit Commitments, the Swingline Commitment, and the Issuing Lender’s obligation to issue Letters of Credit, Commitments to be terminated, whereupon the same shall terminate; provided that, upon the occurrence of a Bankruptcy Event, the Revolving Credit Commitments, the Swingline Commitment and the Issuing Lender’s obligation to issue Letters of Credit Commitments shall automatically be terminated; (b) Declare declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement and the other Credit Documents (but excluding any amounts owing under any Hedge Agreement)Documents, shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersBorrower; provided that, upon the occurrence of a Bankruptcy Event, all of the outstanding principal amount of the Loans and all other amounts described in this Section 9.2(b8.2(b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersBorrower; (c) Direct the Borrowers to deposit (and the Borrowers hereby agree, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit then outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amount to be held by the Administrative Agent in the Cash Collateral Account as security for the Letter of Credit Exposure as described in Section 3.8; (d) Appoint appoint or direct the appointment of a receiver for the properties and assets of the Credit PartiesBorrower, both to operate and to sell such properties and assets, and the BorrowersBorrower, for themselves itself and on behalf of their its Subsidiaries, hereby consent consents to such right and such appointment and hereby waive waives any objection the Borrowers Borrower or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, in connection therewith; and (ed) Exercise exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law. For the avoidance of doubt, the Lenders acknowledge and agree that, so long as the conditions set forth in Section 3.2 are satisfied or waived, they shall be required to fund the Loans on the Closing Date so long as no Event of Default that is a Bankruptcy Event shall have occurred and be continuing.

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare declare the Revolving Credit Commitments, the Swingline Commitment, and the Issuing Lender’s obligation to issue Letters of Credit, Commitments to be terminated, whereupon the same shall terminate; provided that, upon the occurrence of a Bankruptcy Event, the Revolving Credit Commitments, the Swingline Commitment and the Issuing Lender’s obligation to issue Letters of Credit Commitments shall automatically be terminated; (b) Declare declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement and the other Credit Documents (but but, for the avoidance of doubt, excluding any amounts owing under any Hedge Agreement), shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersBorrower; provided that, upon the occurrence of a Bankruptcy Event, all of the outstanding principal amount of the Loans and all other amounts described in this Section 9.2(b8.2(b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by each of New ICE Parent and the BorrowersBorrower; (c) Direct the Borrowers to deposit (and the Borrowers hereby agree, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit then outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amount to be held by the Administrative Agent in the Cash Collateral Account as security for the Letter of Credit Exposure as described in Section 3.8; (d) Appoint appoint or direct the appointment of a receiver for the properties and assets of New ICE Parent and the Credit PartiesBorrower, both to operate and to sell such properties and assets, and New ICE Parent and the BorrowersBorrower, for themselves itself and on behalf of their its Subsidiaries, hereby consent consents to such right and such appointment and hereby waive waives any objection New ICE Parent or the Borrowers Borrower or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, in connection therewith; and (ed) Exercise exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law.

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare the Revolving Credit Commitments, the Swingline Commitment, Commitment and the Issuing Lender’s obligation to issue Letters of Credit, to be terminated, whereupon the same shall terminate; terminate (provided that, upon the occurrence of a Bankruptcy Eventan Event of Default pursuant to Section 9.1(f) or Section 9.1(g), the Revolving Credit Commitments, the Swingline Commitment and the Issuing Lender’s obligation to issue Letters of Credit shall automatically be terminated); (b) Declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement Agreement, the Notes and the other Credit Documents (but excluding any amounts owing under any Hedge Agreement)Documents, shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowers; Borrower (provided that, upon the occurrence of a Bankruptcy Eventan Event of Default pursuant to Section 9.1(f) or Section 9.1(g), all of the outstanding principal amount of the Loans and all other amounts described in this Section 9.2(bsubsection (b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersBorrower); (c) Direct the Borrowers Borrower to deposit (and the Borrowers Borrower hereby agreeagrees, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit then outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amount to be held by the Administrative Agent in the Cash Collateral Account as security for the Letter of Credit Exposure as described in Section 3.8; (d) Appoint or direct the appointment of a receiver for the properties and assets of the Credit Parties, both to operate and to sell such properties and assets, and the Borrowers, for themselves and on behalf of their Subsidiaries, hereby consent to such right and such appointment and hereby waive any objection the Borrowers or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, in connection therewith; and (ed) Exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law.

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare the Revolving Credit Commitments, the Swingline Commitment, Commitment and the Issuing Lender’s Lenders’ obligation to issue Letters of Credit, to be terminated, whereupon the same shall terminate; terminate (provided that, upon the occurrence of a Bankruptcy Eventan Event of Default pursuant to Section 9.1(f) or Section 9.1(g), the Revolving Credit Commitments, the Swingline Commitment and the Issuing Lender’s Lenders’ obligation to issue Letters of Credit shall automatically be terminated); (b) Declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement Agreement, the Notes and the other Credit Documents (but excluding any amounts owing under any Hedge Agreement or Cash Management Agreement), shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowers; Borrower (provided that, upon the occurrence of a Bankruptcy Eventan Event of Default pursuant to Section 9.1(f) or Section 9.1(g), all of the outstanding principal amount of the Loans and all other amounts described in this Section 9.2(b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersBorrower); (c) Direct the Borrowers Borrower to deposit (and the Borrowers Borrower hereby agreeagrees, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such additional Cash Collateral in an amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit then outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amount to be held by the Administrative Agent in the Cash Collateral Account as security for the Letter of Credit Exposure as described in Section 3.8; 3.8 (dprovided that, upon the occurrence of an Event of Default pursuant to Section 9.1(f) Appoint or direct Section 9.1(g), the appointment of a receiver for the properties and assets obligation of the Borrower to Cash Collateralize such Letter of Credit PartiesExposure as provided in this Section 9.2(c) and Section 3.8 shall automatically become effective without presentment, both demand, protest, notice of intent to operate and to sell such properties and assets, and the Borrowers, for themselves and on behalf of their Subsidiaries, hereby consent to such right and such appointment and hereby waive any objection the Borrowers or any Subsidiary may have thereto or the right to have a bond accelerate or other security posted notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Administrative Agent on behalf of the Lenders, in connection therewithBorrower); and (ed) Exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law.

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare the Revolving Credit Commitments, the Swingline Commitment, Commitments and the Issuing Lender’s Banks’ obligation to issue Letters of Credit, Credit to be terminated, whereupon the same shall terminate; provided that, upon the occurrence of a Bankruptcy Event, the Revolving Credit Commitments, the Swingline Commitment Commitments and the Issuing Lender’s Banks’ obligation to issue Letters of Credit shall automatically be terminated; (b) Declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement Agreement, the Notes and the other Credit Documents (but excluding any amounts owing under any Hedge Agreement)Documents, shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowers; Borrowers (provided that, upon the occurrence of a Bankruptcy Event, all of the outstanding principal amount of the Loans and all other amounts described in this Section 9.2(bsubsection (b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersCredit Parties); (c) Direct the Borrowers each Credit Party to deposit (and the Borrowers each such Credit Party hereby agreeagrees, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such additional amount of cash as is equal to 100% of the aggregate Stated Amount of all of such Account Party’s Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have drawn or be entitled at such time to draw thereunder)) less the aggregate portion of such Credit Party’s L/C Collateral Balance consisting of cash, such amount to be held by the Administrative Agent in the such Credit Party’s Cash Collateral Account as security for the Letter of Credit Exposure as described in Section 3.8; (d) Appoint Enforce any or direct the appointment of a receiver for the properties and assets all of the Credit Parties, both Liens and security interests created pursuant to operate and to sell such properties and assets, and the Borrowers, for themselves and on behalf of their Subsidiaries, hereby consent to such right and such appointment and hereby waive Security Documents and/or exercise any objection the Borrowers or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, rights and remedies provided therein; (e) Terminate any Letter of Credit or give a notice of nonrenewal in connection therewithrespect thereof if permitted in accordance with its terms; and (ef) Exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law.

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare Except as otherwise set forth in Section 9.02(c) below, declare the Revolving Credit Commitments, the Swingline Commitment, and the Issuing Lender’s obligation to issue Letters of Credit, to be terminated, whereupon the same shall terminate; terminate (provided that, upon the occurrence of a Bankruptcy Eventan Event of Default pursuant to Section 9.01(f) or Section 9.01(g), the Revolving Credit Commitments, the Swingline Commitment and the Issuing Lender’s obligation to issue Letters of Credit shall automatically be terminated); (b) Declare Except as otherwise set forth in Section 9.02(c) below, declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon thereon, any premium with respect thereto and all other amounts payable under this Agreement Agreement, the Notes and the other Credit Documents (but excluding any amounts owing under any Hedge AgreementAgreement or Secured Cash Management Agreements), shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowers; Borrower (provided that, upon the occurrence of a Bankruptcy Eventan Event of Default pursuant to Section 9.01(f) or Section 9.01(g), all of the outstanding principal amount of the Loans and all other amounts described in this Section 9.2(bsubsection (b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersBorrower); (c) Direct Upon the Borrowers occurrence of an Event of Default arising from a breach of Section 7.01 (with respect to which the Borrower has not exercised the Cure Right) that has occurred and is continuing, (1) the Required Revolving Lenders may (i) declare that such breach constitutes an Event of Default for purposes of Section 4.02 and (ii) subject to Section 7.02, may (x) terminate the Revolving Credit Commitments and/or (y) take the actions specified in Sections 9.02(a) and (b) in respect of the Revolving Credit Commitments and the Revolving Loans and (2) upon the occurrence of a Financial Covenant Cross Acceleration, the Required Lenders may take any of the actions specified in Sections 9.02(a) and (b). (d) With the consent of the Required Lenders or, upon the occurrence of an Event of Default arising from a breach of Section 7.01 that has occurred and is continuing, the Required Revolving Lenders, direct the Borrower to deposit (and the Borrowers Borrower hereby agreeagrees, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit then outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder) (minus the amount then on deposit in the Cash Collateral Account), such amount to be held by the Administrative Agent in the Cash Collateral Account as security for the Letter of Credit Exposure as described in Section 3.8; (d) Appoint or direct the appointment of a receiver for the properties and assets of the Credit Parties, both to operate and to sell such properties and assets, and the Borrowers, for themselves and on behalf of their Subsidiaries, hereby consent to such right and such appointment and hereby waive any objection the Borrowers or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, in connection therewith3.08; and (e) Exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law.

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare the Revolving Credit Commitments, the Swingline Commitment, and the Issuing Lender’s obligation to issue Letters of Credit, to be terminated, whereupon the same shall terminate; provided that, upon the occurrence of a Bankruptcy Eventan Event of Default pursuant to Section 9.1(f) or Section 9.1(g), the Revolving Credit Commitments, the Swingline Commitment and the Issuing Lender’s obligation to issue Letters of Credit shall automatically be terminated; (b) Declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement and the other Credit Documents (but excluding any amounts owing under any Hedge Agreement), shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersBorrower; provided that, upon the occurrence of a Bankruptcy Eventan Event of Default pursuant to Section 9.1(f) or Section 9.1(g), all of the outstanding principal amount of the Loans and all other amounts described in this Section 9.2(b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersBorrower; (c) Direct the Borrowers Borrower to deposit (and the Borrowers Borrower hereby agreeagrees, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such additional amount of cash as is equal to 105% of the aggregate Stated Amount of all Letters Letter of Credit Exposure then outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder)) plus all accrued and unpaid interest and fees thereon, such amount to be held by the Administrative Agent in the Cash Collateral Account as security for the Letter of Credit Exposure as described in Section 3.8; (d) Appoint or direct the appointment of a receiver for the properties and assets of the Credit Parties, both to operate and to sell such properties and assets, and the BorrowersBorrower, for themselves itself and on behalf of their its Subsidiaries, hereby consent consents to such right and such appointment and hereby waive waives any objection the Borrowers Borrower or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, in connection therewith; and (e) Exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law.

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare the Revolving Credit Commitments, the Swingline Commitment, Commitments and the Issuing Lender’s Banks’ obligation to issue Issue Letters of Credit, Credit to be terminated, whereupon the same shall terminate; provided that, upon the occurrence of a Bankruptcy Event, the Revolving Credit Commitments, the Swingline Commitment Commitments and the Issuing Lender’s Banks’ obligation to issue Issue Letters of Credit shall automatically be terminated; (b) Declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement Agreement, the Notes and the other Credit Documents (but excluding any amounts owing under any Hedge Agreement)Documents, shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowers; Borrowers (provided that, upon the occurrence of a Bankruptcy EventEvent or an Event of Default pursuant to Section 9.1(j), all of the outstanding principal amount of the Loans and all other amounts described in this Section 9.2(b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowers); (c) Direct the Borrowers each Account Party to deposit (and the Borrowers each such Account Party hereby agreeagrees, forthwith upon receipt of notice of such direction from the Administrative AgentAgent or automatically and without notice upon the occurrence of a Bankruptcy Event or an Event of Default pursuant to Section 9.1(j), to deposit) with the Administrative Agent from time to time such additional amount of cash Cash Collateral as is equal to 103% of the aggregate Stated Amount of all of such Account Party’s Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have drawn or be entitled at such time to draw thereunder)) less the aggregate portion of such Account Party’s Borrowing Base consisting of cash at such time, such additional amount to be held by the Administrative Agent in the such Account Party’s Cash Collateral Account as security for the Letter of Credit Exposure as described in Section 3.83.9; (d) Appoint Enforce any or direct the appointment of a receiver for the properties and assets all of the Credit Parties, both Liens and security interests created pursuant to operate and to sell such properties and assets, and the Borrowers, for themselves and on behalf of their Subsidiaries, hereby consent to such right and such appointment and hereby waive Security Documents and/or exercise any objection the Borrowers or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, rights and remedies provided therein; (e) Terminate any Letter of Credit or give a notice of nonrenewal in connection therewithrespect thereof if permitted in accordance with its terms; and (ef) Exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable lawlaw or in equity.

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare the Revolving Credit Commitments, the Swingline Commitment, Commitments and the Issuing Lender’s obligation to issue Letters of Credit, Credit to be terminated, whereupon the same shall terminate; terminate (provided that, upon the occurrence of a Bankruptcy Eventan Event of Default pursuant to Section 9.1(f), Section 9.1(g) or Section 9.1(j), the Revolving Credit Commitments, the Swingline Commitment Commitments and the Issuing Lender’s obligation to issue Letters of Credit shall automatically be terminated); (b) Declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement Agreement, the Notes and the other Credit Documents (but excluding any amounts owing under any Hedge Agreement)Documents, shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowers; Borrowers (provided that, upon the occurrence of a Bankruptcy Eventan Event of Default pursuant to Section 9.1(f), Section 9.1(g) or Section 9.1(j), all of the outstanding principal amount of the Loans and all other amounts described in this Section 9.2(bsubsection (b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowers); (c) Direct the Borrowers to deposit (and the Borrowers hereby agree, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit then outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amount to be held by the Administrative Agent in the Cash Collateral Account as security for the Letter of Credit Exposure as described in Section 3.8; (d) Appoint or direct the appointment of a receiver for the properties and assets of the Credit Parties, both to operate and to sell such properties and assets, and the Borrowers, for themselves and on behalf of their Subsidiaries, hereby consent to such right and such appointment and hereby waive any objection the Borrowers or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, in connection therewith; and (ed) Exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law.

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare the Revolving Credit Commitments, the Swingline Commitment, Commitments and the Issuing Lender’s obligation to issue Letters of Credit, Credit to be terminated, whereupon the same shall terminate; terminate (provided that, upon the occurrence of a Bankruptcy Eventan Event of Default pursuant to Section 9.1(f), Section 9.1(g) or Section 9.1(j), the Revolving Credit Commitments, the Swingline Commitment Commitments and the Issuing Lender’s obligation to issue Letters of Credit shall automatically be terminated); (b) Declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement Agreement, the Notes and the other Credit Documents (but excluding any amounts owing under any Hedge Agreement)Documents, shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowers; Borrowers (provided that, upon the occurrence of a Bankruptcy Eventan Event of Default pursuant to Section 9.1(f), Section 9.1(g) or Section 9.1(j), all of the outstanding principal amount of the Loans and all other amounts described in this Section 9.2(bsubsection (b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowers); (c) Direct the Borrowers to deposit (and the Borrowers hereby agree, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit then outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amount to be held by the Administrative Agent in the Cash Collateral Account as security for the Letter of Credit Exposure as described in Section 3.8; (d) Appoint or direct the appointment of a receiver for the properties and assets of the Credit Parties, both to operate and to sell such properties and assets, and the Borrowers, for themselves and on behalf of their Subsidiaries, hereby consent to such right and such appointment and hereby waive any objection the Borrowers or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, in connection therewith3.7; and (ed) Exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law.

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare the Revolving Credit Commitments, the Swingline Commitment, Commitments and the Issuing Lender’s Banks’ obligation to issue Letters of Credit, Credit to be terminated, whereupon the same shall terminate; provided that, upon the occurrence of a Bankruptcy Event, the Revolving Credit Commitments, the Swingline Commitment Commitments and the Issuing Lender’s Banks’ obligation to issue Letters of Credit shall automatically be terminated; (b) Declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement Agreement, the Notes and the other Credit Documents (but excluding any amounts owing under any Hedge Agreement)Documents, shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowers; provided that, upon the occurrence of a Bankruptcy EventEvent or an Event of Default pursuant to Section 9.1(j), all of the outstanding principal amount of the Loans and all other amounts described in this Section 9.2(bsubsection (b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowers; (c) Direct the Borrowers each Borrower to deposit (and the Borrowers each such Borrower hereby agreeagrees, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such additional amount of cash as is equal to 100% of the aggregate Stated Amount of all of such Borrower’s Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amount to be held by the Administrative Agent in the such Borrower’s Cash Collateral Account as security for the Letter of Credit Exposure as described in Section 3.83.7; (d) Appoint Terminate any Letter of Credit or direct the appointment give a notice of a receiver for the properties and assets of the Credit Parties, both to operate and to sell such properties and assets, and the Borrowers, for themselves and on behalf of their Subsidiaries, hereby consent to such right and such appointment and hereby waive any objection the Borrowers or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, nonrenewal in connection therewithrespect thereof if permitted in accordance with its terms; and (e) Exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law.

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare the Revolving Credit Commitments, Commitments and the Swingline Commitment, and the Issuing Lender’s obligation to issue Letters of Credit, Commitment to be terminated, whereupon the same shall terminate; provided that, upon the occurrence of a Bankruptcy Event, the Revolving Credit Commitments, Commitments and the Swingline Commitment and the Issuing Lender’s obligation to issue Letters of Credit shall automatically be terminated; (b) Declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement and the other Credit Documents (but excluding any amounts owing under any Hedge Rate Management Agreement or Cash Management Agreement), shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersBorrower; provided that, upon the occurrence of a Bankruptcy Event, all of the outstanding principal amount of the Loans and all other amounts described in this Section 9.2(b8.2(b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersBorrower; (c) Direct the Borrowers to deposit (and the Borrowers hereby agree, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit then outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amount to be held by the Administrative Agent in the Cash Collateral Account as security for the Letter of Credit Exposure as described in Section 3.8; (d) Appoint or direct the appointment of a receiver for the properties and assets of the Credit Restricted Parties, both to operate and to sell such properties and assets, and the BorrowersBorrower, for themselves itself and on behalf of their its Subsidiaries, hereby consent consents to such right and such appointment and hereby waive waives any objection the Borrowers Borrower or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, in connection therewith; and (ed) Exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law.

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare the Revolving Credit Commitments, the Swingline Commitment, Commitments and the Issuing Lender’s Banks’ obligation to issue Letters of Credit, Credit to be terminated, whereupon the same shall terminate; provided that, upon the occurrence of a Bankruptcy Event, the Revolving Credit Commitments, the Swingline Commitment Commitments and the Issuing Lender’s Banks’ obligation to issue Letters of Credit shall automatically be terminated; (b) Declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement Agreement, the Notes and the other Credit Documents (but excluding any amounts owing under any Hedge Agreement)Documents, shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersCredit Parties; provided that, upon the occurrence of a Bankruptcy EventEvent or an Event of Default pursuant to Section 9.1(k), all of the outstanding principal amount of the Loans and all other amounts described in this Section 9.2(bsubsection (b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersCredit Parties; (c) Direct the Borrowers Credit Parties to deposit (and the Borrowers each Credit Party hereby agreeagrees, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such additional amount of cash as is equal to 100% of the aggregate Stated Amount of all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amount to be held by the Administrative Agent in the Cash Collateral Account as security for the aggregate Letter of Credit Exposure as described in Section 3.8; (d) Appoint Enforce any or direct the appointment of a receiver for the properties and assets all of the Credit Parties, both Liens and security interests created pursuant to operate and to sell such properties and assets, and the Borrowers, for themselves and on behalf of their Subsidiaries, hereby consent to such right and such appointment and hereby waive Security Documents and/or exercise any objection the Borrowers or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, rights and remedies provided therein; (e) Terminate any Letter of Credit or give a notice of nonrenewal in connection therewithrespect thereof if permitted in accordance with its terms; and (ef) Exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law.

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare the Revolving Credit Commitments, the Swingline Commitment, Commitments and the Issuing Lender’s obligation to issue Letters of Credit, Credit to be terminated, whereupon the same shall terminate; terminate (provided that, upon the occurrence of a Bankruptcy Eventan Event of Default pursuant to Section 9.1(f), Section 9.1(g) or Section 9.1(j), the Revolving Credit Commitments, the Swingline Commitment Commitments and the Issuing Lender’s obligation to issue Letters of Credit shall automatically be terminated); (b) Declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement Agreement, the Notes and the other Credit Documents (but excluding any amounts owing under any Hedge Agreement)Documents, shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowers; Borrowers (provided that, upon the occurrence of a Bankruptcy Eventan Event of Default pursuant to Section 9.1(f), Section 9.1(g) or Section 9.1(j), all of the outstanding principal amount of the Loans and all other amounts described in this Section 9.2(b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowers); (c) Direct the Borrowers to deposit (and the Borrowers hereby agree, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such additional amount of cash Cash Collateral as is equal to the aggregate Stated Amount of all Letters of Credit then outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amount to be held by the Administrative Agent in the Cash Collateral Account as security for the Letter of Credit Exposure as described in Section 3.8; (d) Appoint or direct the appointment of a receiver for the properties and assets of the Credit Parties, both to operate and to sell such properties and assets, and the Borrowers, for themselves and on behalf of their Subsidiaries, hereby consent to such right and such appointment and hereby waive any objection the Borrowers or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, in connection therewith3.10; and (ed) Exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law.

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare the Revolving Credit CommitmentsCommitments of each Lender, the Swingline CommitmentCommitment of the Swingline Lender, and the Issuing Lender’s Bank's obligation to issue Letters of Credit, to be terminated, whereupon the same shall terminate; terminate (provided that, upon the occurrence of a Bankruptcy Eventan Event of Default with respect to the Borrower pursuant to SECTIONS 7.1(J), (K) or (L), all of the Revolving Credit Commitments, Commitments and the Swingline Commitment and Commitment, together with the Issuing Lender’s Bank's obligation to issue Letters of Credit Credit, shall automatically be terminated); (b) Declare all or any part of the outstanding principal amount of the Loans Loans, all unpaid interest accrued thereon, and all other amounts payable under this Agreement, the Notes and the other Loan Documents to be immediately due and payable, whereupon the such outstanding principal amount so declared to be immediately due amounts, accrued interest and payable, together with all interest accrued thereon and all other such amounts payable under this Agreement and the other Credit Documents (but excluding any amounts owing under any Hedge Agreement), shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowers; Borrower (provided that, upon the occurrence of a Bankruptcy Eventan Event of Default with respect to the Borrower pursuant to SECTIONS 7.1(J), (K) or (L), all of the such outstanding principal amount of the Loans amounts, accrued interest and all other such amounts described in this Section 9.2(b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowerspayable); (c) Direct the Borrowers Borrower to deposit deliver (and the Borrowers Borrower hereby agreeagrees, forthwith upon receipt of notice of such direction from the Administrative Agent, to depositdeliver) with to the Administrative Agent from time to time such additional amount of cash as is equal to the difference between the aggregate Stated Amount of all Letters of Credit then outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder)) and the amount then on deposit in the Cash Collateral Account, such amount to be held by the Administrative Agent in the Cash Collateral Account as security for the Letter of Credit Exposure Borrower's Reimbursement Obligations as described in Section 3.8; (d) Appoint or direct the appointment of a receiver for the properties and assets of the Credit Parties, both to operate and to sell such properties and assets, and the Borrowers, for themselves and on behalf of their Subsidiaries, hereby consent to such right and such appointment and hereby waive any objection the Borrowers or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, in connection therewithSECTION 2.17(I); and (ed) Exercise all rights and remedies available to it under this Agreement, the other Credit Loan Documents and applicable law.

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare the Revolving Credit Commitments, the Swingline Commitment, and the Issuing Lender’s Banks’ obligation to issue Letters of Credit, to be terminated, whereupon the same shall terminate; provided that, upon the occurrence of a Bankruptcy Event, the Revolving Credit Commitments, the Swingline Commitment and the Issuing LenderBank’s obligation to issue Letters of Credit shall automatically be terminated; (b) Declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement and the other Credit Documents (but excluding any amounts owing under any Hedge Agreement)Loan Documents, shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersBorrower; provided that, upon the occurrence of a Bankruptcy Event, all of the outstanding principal amount of the Loans and all other amounts described in this Section 9.2(b6.2(b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersBorrower; (c) Direct the Borrowers Borrower to deposit (and the Borrowers Borrower hereby agreeagrees, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such additional amount of cash as is equal to 102% of the aggregate Stated Amount of all Letters of Credit then outstanding at such time (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amount to be held by the Administrative Agent in the Cash Collateral Account as security for the Letter of Credit L/C Exposure as described in Section 3.8; (d) Appoint or direct the appointment of a receiver for the properties and assets of the Credit Parties, both to operate and to sell such properties and assets, and the Borrowers, for themselves and on behalf of their Subsidiaries, hereby consent to such right and such appointment and hereby waive any objection the Borrowers or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, in connection therewith2.3(k); and (ed) Exercise all rights and remedies available to it under this Agreement, the other Credit Loan Documents and applicable law.

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare the Revolving Credit Commitments, the Swingline Commitment, Commitment and the Issuing Lender’s obligation to issue Letters of Credit, to be terminated, whereupon the same shall terminate; terminate (provided that, upon the occurrence of a Bankruptcy Eventan Event of Default pursuant to Section 9.1(f) or Section 9.1(g), the Revolving Credit Commitments, the Swingline Commitment and the Issuing Lender’s obligation to issue Letters of Credit shall automatically be terminated); (b) Declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement Agreement, the Notes and the other Credit Documents (but excluding any amounts owing under any Hedge Agreement)Documents, shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowers; Borrower (provided that, upon the occurrence of a Bankruptcy Eventan Event of Default pursuant to Section 9.1(f) or Section 9.1(g), all of the outstanding principal amount of the Loans and all other amounts described in this Section 9.2(bsubsection (b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersBorrower); (c) Direct the Borrowers Borrower to deposit (and the Borrowers Borrower hereby agreeagrees, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit then outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amount to be held by the Administrative Agent in the Cash Collateral Account as security for the Letter of Credit Exposure as described in Section 3.8; (d) Appoint or direct the appointment of a receiver for the properties and assets of the Credit Parties, both to operate and to sell such properties and assets, and the Borrowers, for themselves and on behalf of their Subsidiaries, hereby consent to such right and such appointment and hereby waive any objection the Borrowers or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, in connection therewith; and (ed) Exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law.

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare the Revolving Credit CommitmentsCommitment, the Swingline Commitment, and the Issuing Lender’s obligation to issue Letters of Credit, to be terminated, whereupon the same shall terminate; provided that, upon the occurrence of a Bankruptcy Event, the Revolving Credit CommitmentsCommitment, the Swingline Commitment and the Issuing Lender’s obligation to issue Letters of Credit shall automatically be terminated; (b) Declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement and the other Credit Documents (but excluding any amounts owing under any Hedge Agreement or Cash Management Agreement), shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowers; provided that, upon the occurrence of a Bankruptcy Event, all of the outstanding principal amount of the Loans and all other amounts described in this Section 9.2(b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowers; (c) Direct the Borrowers to deposit (and the Borrowers hereby agree, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit then outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amount to be held by the Administrative Agent in the as Cash Collateral Account as security for the Letter of Credit Exposure L/C Obligations as described in Section 3.8; (d) Appoint or direct the appointment of a receiver for the properties and assets of the Credit Parties, both to operate and to sell such properties and assets, and the Borrowers, for themselves and on behalf of their Subsidiaries, hereby consent to such right and such appointment and hereby waive any objection the Borrowers or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, in connection therewith2.14; and (ed) Exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law.

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare the Revolving Credit Commitments, the Swingline Commitment, and the Issuing Lender’s Banks’ obligation to issue Issue Letters of Credit, Credit to be terminated, whereupon and thereupon the same shall terminateterminate immediately; provided that, upon the occurrence of a Bankruptcy Event, the Revolving Credit Commitments, the Swingline Commitment Commitment, and the Issuing Lender’s Banks’ obligation to issue Issue Letters of Credit shall automatically be terminated; (b) Declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement Agreement, the Notes and the other Credit Documents (but excluding any amounts owing under any Hedge Agreement), shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersBorrower; provided that, upon the occurrence of a Bankruptcy Event, all of the outstanding principal amount of the Loans and all other amounts described in this Section 9.2(b8.2(b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersBorrower; (c) Direct the Borrowers to deposit (and the Borrowers hereby agree, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit then outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amount to be held by the Administrative Agent in the Cash Collateral Account as security for the Letter of Credit Exposure as described in Section 3.8; (d) Appoint or direct the appointment of a receiver for the properties and assets of the Credit Unum Parties, both to operate and to sell such properties and assets, and the BorrowersBorrower, for themselves itself and on behalf of their its Subsidiaries, hereby consent consents to such right and such appointment and hereby waive waives any objection the Borrowers Borrower or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, in connection therewith; (d) Direct the Borrower to deposit (and the Borrower hereby agrees, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such amount of cash as is equal to 105% of the aggregate Stated Amount of all of the Borrower’s Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amount to be held by the Administrative Agent in the Borrower’s Cash Collateral Account as security for the aggregate Letter of Credit Exposure as described in Section 2.5(f); (e) Terminate or cause the L/C Agent or the Fronting Bank, as applicable, to terminate any or all of the Letters of Credit or give a notice of nonrenewal in respect thereof if permitted in accordance with its terms; and (ef) Exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law.

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare the Revolving Credit Commitments, the Swingline Commitment, Commitments and the Issuing Lender’s Banks' obligation to issue Letters of Credit, Credit to be terminated, whereupon the same shall terminate; provided that, upon the occurrence of a Bankruptcy Event, the Revolving Credit Commitments, the Swingline Commitment Commitments and the Issuing Lender’s Banks' obligation to issue Letters of Credit shall automatically be terminated; (b) Declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement Agreement, the Notes and the other Credit Documents (but excluding any amounts owing under any Hedge Agreement)Documents, shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowers; IPC Holdings (provided that, upon the occurrence of a Bankruptcy EventEvent or an Event of Default pursuant to SECTION 10.1(L), all of the outstanding principal amount of the Loans and all other amounts described in this Section 9.2(bsubsection (b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersIPC Holdings); (c) Direct the Borrowers each Account Party to deposit (and the Borrowers each such Account Party hereby agreeagrees, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such additional amount of cash as is equal to 100% of the aggregate Stated Amount of all of such Account Party's Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amount to be held by the Administrative Agent in the such Account Party's Cash Collateral Account as security for the Letter of Credit Exposure as described in Section 3.8SECTION 4.8; (d) Appoint Enforce any or direct the appointment of a receiver for the properties and assets all of the Credit Parties, both Liens and security interests created pursuant to operate and to sell such properties and assets, and the Borrowers, for themselves and on behalf of their Subsidiaries, hereby consent to such right and such appointment and hereby waive Security Documents and/or exercise any objection the Borrowers or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, rights and remedies provided therein; (e) Terminate any or all of the Letters of Credit or give Notices of Non-Extension in connection therewithrespect thereof if permitted in accordance with its terms; and (ef) Exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law.

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare the Revolving Credit Commitments, the Swingline Commitment, Commitments and the Issuing Lender’s Banks’ obligation to issue Letters of Credit, Credit to be terminated, whereupon the same shall terminate; provided that, upon the occurrence of a Bankruptcy Event, the Revolving Credit Commitments, the Swingline Commitment Commitments and the Issuing Lender’s Banks’ obligation to issue Letters of Credit shall automatically be terminated; (b) Declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement Agreement, the Notes and the other Credit Documents (but excluding any amounts owing under any Hedge Agreement)Documents, shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowers; Borrowers (provided that, upon the occurrence of a Bankruptcy EventEvent or an Event of Default pursuant to Section 9.1(j), all of the outstanding principal amount of the Loans and all other amounts described in this Section 9.2(b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowers); (c) Direct the Borrowers each Account Party to deposit (and the Borrowers each such Account Party hereby agreeagrees, forthwith upon receipt of notice of such direction from the Administrative AgentAgent or automatically and without notice upon the occurrence of a Bankruptcy Event or an Event of Default pursuant to Section 9.1(j), to deposit) with the Administrative Agent from time to time such additional amount of cash Cash Collateral as is equal to 103% of the aggregate Stated Amount of all of such Account Party’s Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have drawn or be entitled at such time to draw thereunder)) less the aggregate portion of such Account Party’s Borrowing Base consisting of cash at such time, such additional amount to be held by the Administrative Agent in the such Account Party’s Cash Collateral Account as security for the Letter of Credit Exposure as described in Section 3.83.9; (d) Appoint Enforce any or direct the appointment of a receiver for the properties and assets all of the Credit Parties, both Liens and security interests created pursuant to operate and to sell such properties and assets, and the Borrowers, for themselves and on behalf of their Subsidiaries, hereby consent to such right and such appointment and hereby waive Security Documents and/or exercise any objection the Borrowers or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, rights and remedies provided therein; (e) Terminate any Letter of Credit or give a notice of nonrenewal in connection therewithrespect thereof if permitted in accordance with its terms; and (ef) Exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable lawlaw or in equity.

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare the Revolving Credit CommitmentsCommitments of each Lender, the Swingline CommitmentCommitment of the Swingline Lender, and the Issuing Lender’s 's obligation to issue Letters of Credit, to be terminated, whereupon the same shall terminate; terminate (provided that, upon the occurrence of a Bankruptcy Eventan Event of Default with respect to the Borrower pursuant to SECTIONS 7.1(K), (L) or (M), all of the Revolving Credit Commitments, Commitments and the Swingline Commitment and Commitment, together with the Issuing Lender’s 's obligation to issue Letters of Credit Credit, shall automatically be terminated); (b) Declare all or any part of the outstanding principal amount of the Loans to be immediately due and payableLoans, whereupon the principal amount so declared to be immediately due and payable, together with all unpaid interest accrued thereon thereon, and all other amounts payable under this Agreement Agreement, the Notes and the other Credit Loan Documents (but excluding any amounts owing under any Hedge Swap Agreement)) to be immediately due and payable, whereupon such outstanding principal amounts, accrued interest and other such amounts shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowers; Borrower (provided that, upon the occurrence of a Bankruptcy Eventan Event of Default with respect to the Borrower pursuant to SECTIONS 7.1(K), (L) or (M), all of the such outstanding principal amount of the Loans amounts, accrued interest and all other such amounts described in this Section 9.2(b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowerspayable); (c) Direct the Borrowers Borrower to deposit deliver (and the Borrowers Borrower hereby agreeagrees, forthwith upon receipt of notice of such direction from the Administrative Agent, to depositdeliver) with to the Administrative Agent from time to time such additional amount of cash as is equal to the difference between the aggregate Stated Amount of all Letters of Credit then outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder)) and the amount then on deposit in the Cash Collateral Account, such amount to be held by the Administrative Agent in the Cash Collateral Account as security for the Letter of Credit Exposure Borrower's Reimbursement Obligations as described in Section 3.8; (d) Appoint or direct the appointment of a receiver for the properties and assets of the Credit Parties, both to operate and to sell such properties and assets, and the Borrowers, for themselves and on behalf of their Subsidiaries, hereby consent to such right and such appointment and hereby waive any objection the Borrowers or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, in connection therewithSECTION 2.17(I); and (ed) Exercise all rights and remedies available to it under this Agreement, the other Credit Loan Documents and applicable law.

Remedies: Termination of Commitments, Acceleration, etc. Upon Upon, and at any time after the occurrence and thereafter during the continuance of any an Event of DefaultDefault (other than an event with respect to the Borrower described in Section 7.01(h) or (i)), the Administrative Agent shall at Lender may, by notice to the direction, or may with the consent, of the Required LendersBorrower, take any or all of the following actions actions, at the same or different times: : (ai) Declare terminate the Revolving Credit Commitments, and thereupon the Swingline CommitmentCommitments shall terminate immediately, and (ii) declare the Issuing Lender’s obligation to issue Letters of Credit, Loans then outstanding to be terminated, whereupon the same shall terminate; provided that, upon the occurrence of a Bankruptcy Event, the Revolving Credit Commitments, the Swingline Commitment and the Issuing Lender’s obligation to issue Letters of Credit shall automatically be terminated; (b) Declare all or any part of the outstanding principal amount of the Loans to be immediately due and payablepayable in whole (or in part, whereupon the in which case any principal amount not so declared to be immediately 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 all accrued interest accrued thereon and all fees and other amounts payable under this Agreement and obligations of the other Credit Documents (but excluding any amounts owing under any Hedge Agreement)Borrower accrued hereunder, shall become immediately due and payable immediately, without presentment, demand, protest, notice of intent to accelerate protest or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersBorrower; provided thatand in case of any event with respect to the Borrower described in clause (h) or (i) of this Article, upon the occurrence of a Bankruptcy Event, all of Commitments shall automatically terminate and the outstanding principal amount of the Loans then outstanding, together with accrued interest thereon and all fees and other amounts described in this Section 9.2(b) obligations of the Borrower accrued hereunder, shall automatically become immediately due and payable payable, without presentment, demand, protest, notice of intent to accelerate protest or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the Borrowers; (c) Direct Borrower. Upon the Borrowers to deposit (occurrence and the Borrowers hereby agreecontinuance of an Event of Default, forthwith upon receipt the Lender may increase the rate of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such additional amount of cash as is equal interest applicable to the aggregate Stated Amount of all Letters of Credit then outstanding (whether or not Loans and other Obligations as set forth in this Agreement and exercise any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amount to be held by the Administrative Agent in the Cash Collateral Account as security for the Letter of Credit Exposure as described in Section 3.8; (d) Appoint or direct the appointment of a receiver for the properties and assets of the Credit Parties, both to operate and to sell such properties and assets, and the Borrowers, for themselves and on behalf of their Subsidiaries, hereby consent to such right and such appointment and hereby waive any objection the Borrowers or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, in connection therewith; and (e) Exercise all rights and remedies available provided to it the Lender under this Agreementthe Loan Documents or at law or equity, including all remedies provided under the other Credit Documents and applicable lawUCC.

Remedies: Termination of Commitments, Acceleration, etc. Upon and at any time after the occurrence and during the continuance of any Event of Default, the Administrative Agent shall at the direction, or may with the consent, of the Required Lenders, take any or all of the following actions at the same or different times: (a) Declare the Revolving Credit Commitments, Commitments and the Swingline Commitment, and the Issuing Lender’s obligation to issue Letters of Credit, Commitment to be terminated, whereupon the same shall terminate; provided that, upon the occurrence of a Bankruptcy Event, the Revolving Credit Commitments, the Swingline Commitment and the Issuing Lender’s obligation to issue Letters of Credit shall automatically be terminated; (b) Declare all or any part of the outstanding principal amount of the Loans to be immediately due and payable, whereupon the principal amount so declared to be immediately due and payable, together with all interest accrued thereon and all other amounts payable under this Agreement and the other Credit Documents (but but, for an avoidance of doubt, excluding any amounts owing under any Hedge Agreement), shall become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersBorrower; provided that, upon the occurrence of a Bankruptcy Event, all of the outstanding principal amount of the Loans and all other amounts described in this Section 9.2(b8.2(b) shall automatically become immediately due and payable without presentment, demand, protest, notice of intent to accelerate or other notice or legal process of any kind, all of which are hereby knowingly and expressly waived by the BorrowersBorrower; (c) Appoint or direct the appointment of a receiver for the properties and assets of the Credit Parties, both to operate and to sell such properties and assets, and the Borrower, for itself and on behalf of its Subsidiaries, hereby consents to such right and such appointment and hereby waives any objection the Borrower or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, in connection therewith; (d) Exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law; and (e) Direct the Borrowers Borrower to deposit (and the Borrowers Borrower hereby agreeagrees, forthwith upon receipt of notice of such direction from the Administrative Agent, to deposit) with the Administrative Agent from time to time such additional amount of cash as is equal to the aggregate Stated Amount of all Letters of Credit then outstanding (whether or not any beneficiary under any Letter of Credit shall have drawn or be entitled at such time to draw thereunder), such amount to be held by the Administrative Agent in the Cash Collateral Account as security for the Letter of Credit Exposure as described in Section 3.82.19(h); (d) Appoint or direct the appointment of a receiver for the properties and assets of the Credit Parties, both to operate and to sell such properties and assets, and the Borrowers, for themselves and on behalf of their Subsidiaries, hereby consent to such right and such appointment and hereby waive any objection the Borrowers or any Subsidiary may have thereto or the right to have a bond or other security posted by the Administrative Agent on behalf of the Lenders, in connection therewith; and (e) Exercise all rights and remedies available to it under this Agreement, the other Credit Documents and applicable law.