Common use of Right to Realize on Collateral and Enforce Guarantee Clause in Contracts

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Documents to the contrary notwithstanding, US Holdings, the Borrower, the Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Collateral Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and the Guarantee may be exercised solely by the Collateral Agent and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Secured Party or Secured Parties in its or their respective individual capacities unless Required Secured Parties shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Documents to the contrary notwithstanding, US Holdings, the BorrowerBorrowers, the Collateral Agent Trustee and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the GuaranteeGuarantee Agreement, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Collateral AgentTrustee, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and the Guarantee Agreement may be exercised solely by the Collateral Agent Trustee and (ii) in the event of a foreclosure by the Collateral Agent Trustee on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent Trustee or any Secured Party may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral AgentTrustee, as agent for and representative of the Secured Parties (but not any Secured Party or Secured Parties in its or their respective individual capacities unless Required the Controlling Secured Parties Representative shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral Collateral payable by the Collateral Agent Trustee at such sale or other disposition.

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Collateral Agent Agents, and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights rights, and remedies hereunder may be exercised solely by the Collateral Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights rights, and remedies under the Security Documents and the Guarantee may be exercised solely by the Collateral Agent Agent, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Secured Party Lender or Secured Parties Lenders in its or their respective individual capacities unless Required Secured Parties Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Loan Documents to the contrary notwithstanding, US Holdingsthe Borrower, the BorrowerAdministrative Agent, the Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Collateral Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and the Guarantee may be exercised solely by the Collateral Agent and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Secured Party Lender or Secured Parties Lenders in its or their respective individual capacities unless Required Secured Parties Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Loan Documents to the contrary notwithstanding, US Holdings, the Borrower, the Collateral Agent Agents, and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights rights, and remedies hereunder may be exercised solely by the Administrative Agent or the Collateral Agent, as applicable, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights rights, and remedies under the Security Collateral Documents and the Guarantee may be exercised solely by the Collateral Agent Agent, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Secured Party Lender or Secured Parties Lenders in its or their respective individual capacities unless Required Secured Parties Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Documents to the contrary notwithstanding, US Holdings, the Borrower, the Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Collateral Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and the Guarantee may be exercised solely by the Collateral Agent Agent, on behalf of the Secured Parties, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Secured Party or Secured Parties in its or their respective individual capacities unless Required Secured Parties shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.

Right to Realize on Collateral and Enforce Guarantee. (a) Anything contained in any of the Financing Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Collateral Agent Agents and each Secured Party hereby agree that (ia) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Collateral Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and the Guarantee may be exercised solely by the Collateral Agent Agent, and (iib) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Secured Party Lender or Secured Parties Lenders in its or their respective individual capacities unless Required Secured Parties the Majority Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Collateral Agent and each 2017 Secured Party hereby agree that (ia) no 2017 Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, ; it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Collateral Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and the Guarantee may be exercised solely by the Collateral Agent Agent, and (iib) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Secured Party Lender or Secured Parties Lenders in its or their respective individual capacities unless Required Secured Parties Majority Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Loan Documents to the contrary notwithstanding, US Holdings, the Borrower, the Collateral Agent Agents and each Secured Party hereby agree that (ia) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, ; it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Collateral Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Collateral Documents and the Guarantee may be exercised solely by the Collateral Agent Agent, and (iib) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Secured Party Lender or Secured Parties Lenders in its or their respective individual capacities unless Required Secured Parties Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Collateral Agent Agents, and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights rights, and remedies hereunder may be exercised solely by the Collateral Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights rights, and remedies under the Security Documents and the Guarantee may be exercised solely by the Collateral Agent (subject to the Second Lien Intercreditor Agreement), and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Secured Party Lender or Secured Parties Lenders in its or their respective individual capacities unless Required Secured Parties Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.

Right to Realize on Collateral and Enforce Guarantee. (a) Anything contained in any of the Financing Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Collateral Agent Agents and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Collateral Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and the Guarantee may be exercised solely by the Collateral Agent Agent, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, (x) the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and (y) the Collateral Agent, as agent for and representative of the Secured Parties Parties, (but not any Secured Party Lender or Secured Parties Lenders in its or their respective individual capacities unless Required Secured Parties the Majority Lenders shall otherwise agree in writing) shall shall, at the direction of the Majority Lenders, be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition, as more particularly described in Section 12.12(b).

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Collateral Administrative Agent and each Secured Party hereby agree that (ia) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, ; it being understood and agreed that all powers, rights and 130 remedies hereunder may be exercised solely by the Collateral Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and the Guarantee may be exercised solely by the Collateral Agent Administrative Agent, and (iib) in the event of a foreclosure by the Collateral Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Administrative Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Administrative Agent, as agent for and representative of the Secured Parties (but not any Secured Party Lender or Secured Parties Lenders in its or their respective individual capacities unless Required Secured Parties Majority Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Administrative Agent at such sale or other disposition.

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Collateral Agent and each Secured Party hereby agree that (ia) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, ; it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Collateral Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and the Guarantee may be exercised solely by the Collateral Agent Agent, and (iib) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Secured Party Lender or Secured Parties Lenders in its or their respective individual capacities unless Required Secured Parties Majority Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Senior Finance Documents to the contrary notwithstanding, US Holdingsnotwithstanding (other than the Intercreditor Agreement), the BorrowerObligors, the Collateral Agent Agents and each Secured Senior Finance Party hereby agree that (i) no Secured Senior Finance Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Collateral Administrative Agent, on behalf of the Secured Senior Finance Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and the Guarantee may be exercised solely by the Collateral Agent Security Agent, and (ii) in the event of a foreclosure by the Collateral Security Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Security Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition disposition, and the Collateral Security Agent, as agent for and representative of the Secured Senior Finance Parties (but not any Secured Party Lender or Secured Parties Lenders in its or their respective individual capacities unless Required Secured Parties Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Security Agent at such sale or other disposition.

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Credit Documents to the contrary notwithstanding, US HoldingsParent Guarantor, the Borrower, the Collateral Agent Agents and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Collateral Administrative Agent, on behalf of the Secured Parties Lenders in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and the Guarantee may be exercised solely by the Collateral Agent Agent, on behalf of the Secured Parties, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Secured Party Lender or Secured Parties Lenders in its or their respective individual capacities unless Required Secured Parties Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Documents Credit Document to the contrary notwithstanding, US Holdings, the Borrower, the Collateral Agent and each Secured Party hereby agree that (ia) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Obligations Guarantee, ; it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Collateral Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and the Obligations Guarantee may be exercised solely by the Collateral Agent Agent, and (iib) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other dispositionDisposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition Disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Secured Party Lender or Secured Parties Lenders in its or their respective individual capacities unless Required Secured Parties Majority Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations Obligation as a credit on account of the purchase price for any collateral Collateral payable by the Collateral Agent at such sale or other dispositionDisposition.

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Collateral Agent Agents and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Collateral Administrative Agent, on behalf of the Secured Parties Lenders in accordance with the terms hereof and all powers, rights and remedies under the Security Collateral Documents and the Guarantee may be exercised solely by the Collateral Agent on behalf of the Secured Parties, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Secured Party Lender or Secured Parties Lenders in its or their respective individual capacities unless the Required Secured Parties Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit US-DOCS\144294102.18 Exhibit 10.1 on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Credit Documents to the contrary notwithstanding, US HoldingsParent Guarantor, the Borrower, the Collateral Agent Agents and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Collateral Administrative Agent, on behalf of the Secured Parties Lenders in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and the Guarantee may be exercised solely by the Collateral Agent Agent, on behalf of the Secured Parties, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Secured Party Lender or Secured Parties Lenders in its or their respective individual capacities unless Required Secured Parties Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any 153 portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Collateral Agent Agents and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Collateral Administrative Agent, on behalf of the Secured Parties Lenders in accordance with the terms hereof and all powers, rights and remedies under the Security Collateral Documents and the Guarantee may be exercised solely by the Collateral Agent on behalf of the Secured Parties, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Secured Party Lender or Secured Parties Lenders in its or their respective individual capacities unless the Required Secured Parties Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.. 12.12

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Collateral Administrative Agent and each Secured Party hereby agree that (ia) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, ; it being understood and agreed that all powers, rights and remedies hereunder (other than the right of setoff) may be exercised solely by the Collateral Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and the Guarantee may be exercised solely by the Collateral Agent Administrative Agent, and (iib) in the event of a foreclosure by the Collateral Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Administrative Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Administrative Agent, as agent for and representative of the Secured Parties (but not any Secured Party Lender or Secured Parties Lenders in its or their respective individual capacities unless Required Secured Parties Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Administrative Agent at such sale or other disposition.

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Loan Documents to the contrary notwithstanding, US Holdings, the Borrower, the Administrative Agent, Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the any Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Collateral Administrative Agent, on behalf of the a Secured Parties Party in accordance with the terms hereof and all powers, rights and remedies under the Security Collateral Documents and the Guarantee may be exercised solely by the Collateral Agent and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other dispositionsale, the Collateral Agent or any Secured Party may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Secured Party Lender or Secured Parties Lenders in its or their respective individual capacities unless Required Secured Parties Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other dispositionsale.

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Loan Documents to the contrary notwithstanding, US Holdingsthe Borrower, the BorrowerAdministrative Agent, the Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the any Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Collateral Administrative Agent, on behalf of the a Secured Parties Party in accordance with the terms hereof and all powers, rights and remedies under the Security Collateral Documents and the Guarantee may be exercised solely by the Collateral Agent and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other dispositionsale, the Collateral Agent or any Secured Party may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Secured Party Lender or Secured Parties Lenders in its or their respective individual capacities unless Required Secured Parties Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other dispositionsale.

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Collateral Agent Agents and each Secured Party hereby agree that (ia) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Collateral Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and the Guarantee may be exercised solely by the Collateral Agent Agent, and (iib) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Secured Party Lender or Secured Parties Lenders in its or their respective individual capacities unless Required Secured Parties the Majority Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply 135 any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Collateral Agent Agents, and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights rights, and remedies hereunder may be exercised solely by the Collateral Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights rights, and remedies under the Security Documents and the Guarantee may be exercised solely by the Collateral Agent Agent, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Secured Party Lender or Secured Parties Lenders in its or their respective individual capacities unless the Required Secured Parties Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Collateral Agent Agents and each Secured Party hereby agree that (ia) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Collateral Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and the Guarantee may be exercised solely by the Collateral Agent Agent, and (iib) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Secured Party Lender or Secured Parties Lenders in its or their respective individual capacities unless Required Secured Parties the Majority Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Collateral Agent Agents and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Collateral Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Collateral Documents and the Guarantee may be exercised 153 solely by the Collateral Agent Agent, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Secured Party Lender or Secured Parties Lenders in its or their respective individual capacities unless Required Secured Parties Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Collateral Administrative Agent and each Secured Party hereby agree that (ia) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, ; it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Collateral Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and the Guarantee may be exercised solely by the Collateral Agent Administrative Agent, and (iib) in the event of a foreclosure by the Collateral Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Administrative Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Administrative Agent, as agent for and representative of the Secured Parties (but not any Secured Party Lender or Secured Parties Lenders in its or their respective individual capacities unless Required Secured Parties Majority Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Administrative Agent at such sale or other disposition.. [CREDIT AGREEMENT]

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Loan Documents to the contrary notwithstanding, US Holdings, the Borrower, the Collateral Administrative Agent and each Secured Party Lender hereby agree that (i) no Secured Party Lender shall have any right individually to realize upon any of the Collateral or to enforce the GuaranteeCollateral Documents, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by and under the Collateral Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and the Guarantee may be exercised solely by the Collateral Agent on behalf of the Lenders in accordance with the terms hereof and the Collateral Documents, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Administrative Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties Lenders (but not any Secured Party Lender or Secured Parties Lenders in its or their respective individual capacities unless Required Secured Parties the Majority Lenders shall otherwise agree in writing) ), shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Collateral Administrative Agent and each Secured Party hereby agree that (ia) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, ; it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Collateral Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and the Guarantee may be exercised solely by the Collateral Agent Administrative Agent, and (iib) in the event of a foreclosure by the Collateral Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Administrative Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Administrative Agent, as agent for and representative of the Secured Parties (but not any Secured Party Lender or Secured Parties Lenders in its or their respective individual capacities unless Required Secured Parties Majority Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Administrative Agent at such sale or other disposition.. 10-Q

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Credit Documents to the contrary notwithstanding, US Holdingsthe Borrowers, the Borrower, the Collateral Agent Agents and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Collateral Administrative Agent, on behalf of the Secured Parties Lenders in accordance with the terms hereof and all powers, rights and remedies under the Security Collateral Documents and the Guarantee may be exercised solely by the Collateral Agent on behalf of the Secured Parties, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Secured Party Lender or Secured Parties Lenders in its or their respective individual capacities unless the Required Secured Parties Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Collateral Agent Agents and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Collateral Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Collateral Documents and the Guarantee may be exercised solely by the Collateral Agent Agent, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Secured Party Lender or Secured Parties Lenders in its or their respective individual capacities unless Required Secured Parties Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.. 155

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Credit Documents to the contrary notwithstanding, US Holdings, the BorrowerAgents, the Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights rights, and remedies hereunder may be exercised solely by the Collateral Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights rights, and remedies under the Security Documents and the Guarantee may be exercised solely by the Collateral Agent Agent, and (ii) in the event of a foreclosure by the Collateral Agent on any of the BrightView Holdings, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Secured Party Lender or Secured Parties Lenders in its or their respective individual capacities unless Required Secured Parties Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Collateral Agent and each Secured Party hereby agree that (ia) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, ; it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Collateral Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and the Guarantee may be exercised solely by the Collateral Agent Agent, and (iib) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or 141 other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Secured Party Lender or Secured Parties Lenders in its or their respective individual capacities unless Required Secured Parties Majority Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Credit Documents to the contrary notwithstanding, US Holdingsthe Borrowers, the BorrowerAgents, the Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights rights, and remedies hereunder may be exercised solely by the Collateral Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights rights, and remedies under the Security Documents and the Guarantee may be exercised solely by the Collateral Agent (subject to the Second Lien Intercreditor Agreement), and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Secured Party Lender or Secured Parties Lenders in its or their respective individual capacities unless Required Secured Parties Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Collateral Agent Agents and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Collateral Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Collateral Documents and the Guarantee may be exercised solely by the Collateral Agent Agent, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Secured Party Lender or Secured Parties Lenders in its or their respective individual capacities unless Required Secured Parties Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any 117 such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Collateral Administrative Agent and each Secured Party hereby agree that (ia) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, ; it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Collateral Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security 121 Documents and the Guarantee may be exercised solely by the Collateral Agent Administrative Agent, and (iib) in the event of a foreclosure by the Collateral Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Administrative Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Administrative Agent, as agent for and representative of the Secured Parties (but not any Secured Party Lender or Secured Parties Lenders in its or their respective individual capacities unless Required Secured Parties Majority Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Administrative Agent at such sale or other disposition.

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Documents Credit Document to the contrary notwithstanding, US Holdings, the Borrower, the Collateral Administrative Agent and each Secured Party hereby agree that (ia) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, ; it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Collateral Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and the Guarantee may be exercised solely by the Collateral Agent Administrative Agent, and (iib) in the event of a foreclosure by the Collateral Administrative Agent on any of the Collateral pursuant to a public or private sale or other dispositionDisposition, the Collateral Administrative Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition Disposition and the Collateral Administrative Agent, as agent for and representative of the Secured Parties (but not any Secured Party Lender or Secured Parties Lenders in its or their respective individual capacities unless Required Secured Parties Majority Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations Obligation as a credit on account of the purchase price for any collateral Collateral payable by the Collateral Administrative Agent at such sale or other dispositionDisposition.

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Collateral Agent Agents and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder and under the Guarantee may be exercised solely by the Collateral Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies under the Security Documents and the Guarantee may be exercised solely by the Collateral Agent on behalf of the Secured Parties, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other dispositionDisposition, the Collateral Agent or any Secured Party may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition Disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Secured Party Lender or Secured Parties Lenders in its or their respective individual capacities unless Required Secured Parties Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other dispositionDisposition.

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Collateral Administrative Agent and each Secured Party hereby agree that (ia) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, ; it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Collateral Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and the Guarantee may be exercised solely by the Collateral Agent Administrative Agent, and (iib) in the event of a foreclosure by the Collateral Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Administrative Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Administrative Agent, as agent for and representative of the Secured Parties (but not any Secured Party Lender or Secured Parties Lenders in its or their respective individual capacities unless Required Secured Parties Majority Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured First Out Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Administrative Agent at such sale or other disposition.

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Credit Documents to the contrary notwithstanding, US Holdingsthe Borrowers, the Borrower, the Collateral Agent Agents and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Collateral Administrative Agent, on behalf of the Secured Parties Lenders in accordance with the terms hereof and all powers, rights and remedies under the Security Collateral Documents and the Guarantee may be exercised solely by the Collateral Agent on behalf of the Secured Parties, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Secured Party Lender or Secured Parties Lenders in its or their respective 216 individual capacities unless the Required Secured Parties Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Collateral Agent Agents and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the 164 Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Collateral Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Collateral Documents and the Guarantee may be exercised solely by the Collateral Agent Agent, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Secured Party Lender or Secured Parties Lenders in its or their respective individual capacities unless Required Secured Parties Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Documents to the contrary notwithstanding, US Holdings, the The Borrower, the Collateral Agent Agents and each Secured Party hereby agree that (ia) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Collateral Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and the Guarantee may be exercised solely by the Collateral Agent Agent, and (iib) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Secured Party Lender or Secured Parties Lenders in its or their respective individual capacities unless Required Secured Parties the Majority Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Collateral Agent Agents and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Collateral Administrative Agent, on behalf of the Secured Parties Lenders in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and the Guarantee may be exercised solely by the Collateral Agent Agent, on behalf of the Secured Parties, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Secured Party Lender or Secured Parties Lenders in its or their respective individual capacities unless Required Secured Parties Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Loan Documents to the contrary notwithstanding, US Holdingsthe Borrower, the BorrowerAdministrative Agent, the Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the any Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Collateral Administrative Agent, on behalf of the a Secured Parties Party in accordance with the terms hereof and all powers, rights and remedies under the Security Collateral Documents and the Guarantee may be exercised solely by the Collateral Agent and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other dispositionsale, the Collateral Agent or any Secured Party may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Secured Party Lender or Secured Parties Lenders in its or their respective individual capacities unless Required Secured Parties Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other dispositionsale.

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Collateral Agent Agents, and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights rights, and remedies hereunder may be exercised solely by the Collateral Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights rights, and remedies under the Security Documents and the Guarantee may be exercised solely by the Collateral Agent Agent, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Secured Party Lender or Secured Parties Lenders in its or their respective individual capacities unless Required Secured Parties Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Credit Documents to the contrary notwithstanding, US Holdings, the BorrowerAgents, the Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights rights, and remedies hereunder may be exercised solely by the Collateral Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights rights, and remedies under the Security Documents and the Guarantee may be exercised solely by the Collateral Agent Agent, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Secured Party Lender or Secured Parties Lenders in its or their respective individual capacities unless Required Secured Parties Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition. National Vision Holdings, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.

Right to Realize on Collateral and Enforce Guarantee. Anything contained in any of the Financing Loan Documents to the contrary notwithstanding, US HoldingsOpco, the Borrower, the Collateral Administrative Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights rights, and remedies hereunder may be exercised solely by the Collateral Administrative Agent, on behalf of the Secured Parties Parties, in accordance with the terms hereof and all powers, rights rights, and remedies under the Security Documents and the Guarantee may be exercised solely by the Collateral Agent Administrative Agent, and (ii) in the event of a foreclosure by the Collateral Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Administrative Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Administrative Agent, as agent for and representative of the Secured Parties (but not any Secured Party Lender or Secured Parties Lenders in its or their respective individual capacities unless the Required Secured Parties Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Administrative Agent at such sale or other disposition.

Right to Realize on Collateral and Enforce Guarantee. (a) Anything contained in any of the Financing Credit Documents to the contrary notwithstanding, US Holdings, the Borrower, the Collateral Agent Agents and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Collateral Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents and the Guarantee may be exercised solely by the Collateral Agent Agent, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Secured Party Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Secured Party Lender or Secured Parties Lenders in its or their respective individual capacities unless Required Secured Parties the Majority Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.