Common use of Action if Other Event of Default Clause in Contracts

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (i) through (v) of Section 10.1(i) with respect to any Parent Guarantor or any Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, Administrative Agent, upon the direction of the Required Lenders, shall by written notice to Borrowers and each Lender (a) declare all or any portion of the outstanding principal amount of the Loans and other Obligations to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate or (b) direct Borrowers to pay (and each Borrower agrees that upon receipt of such notice, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at the Payment Office such additional amount of cash, to be held as security by Administrative Agent for the benefit of the Secured Creditors, as is equal to the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawings, provided that, at such time as (y) no Event of Default shall be continuing or (z) this Agreement shall have terminated in accordance with Section 12.15, the balance, if any, of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents in accordance with their terms.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (i) through (v) of Section 10.1(i) with respect to any Parent Guarantor or any Borrower9.1.8) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent, upon the direction of the Required Lenders, shall by written notice to Borrowers and each Lender (a) Micro declare all or any portion of the outstanding principal amount of the Loans and all other Obligations to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such the Loans and all other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate terminate. Notwithstanding anything to the contrary contained herein or (b) direct Borrowers in any other Loan Document, the authority to pay (enforce rights and each Borrower agrees that upon receipt of remedies hereunder and under the other Loan Documents shall be vested exclusively in, and all actions and proceedings at law in connection with such noticeenforcement shall be instituted and maintained exclusively by, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent in accordance with this Section and at the Payment Office such additional amount instruction of cash, to be held as security by Administrative Agent the Required Lenders for the benefit of all the Secured CreditorsLenders and the Issuer; provided, however, that the foregoing shall not prohibit (i) the Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as Issuer or Swing Line Lender, as is equal to the sum of (acase may be) hereunder and under the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawingsother Loan Documents, provided that, at such time as (y) no Event of Default shall be continuing or (zii) this Agreement shall have terminated any Lender from exercising setoff rights in accordance with Section 12.15, the balance, if any, terms of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents in accordance with their terms.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (ia) through (vd) of Section 10.1(i) 8.1.9 with respect to any Parent Guarantor or any Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent, upon the direction of the Required Lenders, shall by written notice to Borrowers and each Lender (a) any Borrower declare all or any portion of the outstanding principal amount of the Loans and other Obligations (including Reimbursement Obligations) to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate and the Borrowers shall automatically and immediately be, jointly and severally, obligated to Cash Collateralize all Letter of Credit Outstandings. Notwithstanding anything to the contrary contained herein or (b) direct Borrowers in any other Loan Document, the authority to pay (enforce rights and each Borrower agrees that upon receipt of remedies hereunder and under the other Loan Documents shall be vested exclusively in, and all actions and proceedings at law in connection with such noticeenforcement shall be instituted and maintained exclusively by, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at the Payment Office such additional amount of cash, to be held as security by Administrative Agent in accordance with this Section and Section 8.2 for the benefit of all the Secured CreditorsLenders and the Issuer; provided, however, that the foregoing shall not prohibit (i) any Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as Issuer or Swing Line Lender, as is equal to the sum of (acase may be) hereunder and under the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawingsother Loan Documents, provided that, at such time as (y) no Event of Default shall be continuing or (zii) this Agreement shall have terminated any Lender from exercising setoff rights in accordance with Section 12.15, the balance, if any, of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents in accordance with their terms4.9.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (i) through (v) of Section 10.1(i) with respect to any Parent Guarantor Company or any Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, Administrative Agent, upon the direction of the Required Lenders, Requisite Lenders shall by written notice to Borrowers and each Lender (a) declare all or any portion of the outstanding principal amount of the Loans and other Obligations to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate or (b) direct Borrowers to pay (and each Borrower agrees that upon receipt of such notice, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at the Payment Office such additional amount of cash, to be held as security by Administrative Agent for the benefit of the Secured CreditorsParties, as is equal to the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawings, provided that, at such time as (y) no Event of Default shall be continuing or (z) this Agreement shall have terminated in accordance with Section 12.15, the balance, if any, of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Collateral Documents in accordance with their terms.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (i) through (v) of Section 10.1(i) with respect to any Parent Guarantor or any Borrower8.2) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent, upon Agent at the direction request of the Required LendersLenders shall, shall by written notice to Borrowers the Borrower, take any or all of the following actions, at the same or different times: (i) terminate the Commitments, the Letter of Credit Commitments, and each Lender the Swingline Commitments, and thereupon the Commitments, the Letter of Credit Commitments, and the Swingline Commitments shall terminate immediately, and (aii) declare all or any portion of the Loans, LC Disbursements, and Swingline Loans then outstanding principal amount of the Loans and other Obligations to be due and payable and/or the Commitments in whole (if or in part, in which case any principal not theretofore terminated) so declared to be terminated, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall may thereafter be declared to be due and become immediately payable), and thereupon (a) the principal of the Loans, LC Disbursements and Swingline Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without further notice, demand or presentment, and/ordemand, as the case may be, the Commitments shall terminate protest or (b) direct Borrowers to pay (and each Borrower agrees that upon receipt of such notice, or immediately and automatically upon the occurrence and during the continuance other notice of any Event kind, all of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at which are hereby waived by the Payment Office such additional amount of cashBorrower, to be held as security by Administrative Agent for the benefit of the Secured Creditors, as is equal to the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) Borrower shall cash collateralize the aggregate amount of all Unpaid DrawingsLC Exposure as required in Section 2.5(i). Without limiting the foregoing, provided thatthe Administrative Agent, at such time as (y) no Event of Default the Issuing Banks, the Swingline Lenders and the Lenders shall be continuing or (z) this Agreement shall have terminated in accordance with Section 12.15, the balance, if any, of the amount held pursuant entitled to this clause (b) shall be returned to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, exercise any and all of other remedies available to them under the Liens Loan Documents and security interests created pursuant to the Security Documents in accordance with their termsapplicable law.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (ia) through (vd) of Section 10.1(i) 8.1.9 with respect to any Parent Guarantor or any Borrowerthe Borrowers) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent, upon the direction of the Required Lenders (or, solely with respect to an Event of Default under Section 8.1.3 due solely to the applicable Borrower’s failure to observe the covenants contained in Section 7.2.4, (a) at the request of the Required Revolving Lenders and (b) after such request by the Required Revolving Lenders and subject in all respects to the terms set forth in Section 7.2.4, at the request of the Required Term Lenders), shall by written notice to Borrowers and each Lender (a) the Company declare all or any portion of the outstanding principal amount of the Loans and other Obligations (including Reimbursement Obligations, but excluding Hedging Obligations and Cash Management Obligations) to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate or (b) direct and the Borrowers shall automatically and immediately be obligated to pay (Cash Collateralize all Letter of Credit Outstandings, and each Borrower agrees that upon receipt of such notice, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at and the Payment Office such additional amount of cash, to be held as security by Administrative Collateral Agent for the benefit of the Secured Creditors, as is equal to the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawings, provided that, at such time as (y) no Event of Default shall be continuing or (z) this Agreement shall have terminated the right to take any or all actions and exercise any or all remedies available to a secured party under the Loan Documents or applicable law or in accordance with Section 12.15, the balance, if any, of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents in accordance with their termsequity.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (i) through (v) of Section 10.1(i) with respect to any Parent Guarantor or any Borrower7.1.4) shall occur for any reason, whether voluntary or involuntary, and be continuing, Administrative Agentthe Required Holders may, upon the direction of the Required Lendersnotice or demand, shall by written notice to Borrowers and each Lender (a) declare all or any portion of the outstanding principal amount of the Loans Notes to be due and payable and all other Obligations to be due and payable and/or the Commitments (if not theretofore terminated) to be terminatedpayable, whereupon the full unpaid amount of such Loans the Notes and all other Obligations which shall be so declared due and payable shall be and become immediately due and payable, payable without further notice, demand demand, or presentment, and/orand to the extent any Obligations are paid by the Issuer, as they shall constitute a prepayment under this Agreement. If at any time any portion of the case may be, the Commitments shall terminate or (b) direct Borrowers to pay (and each Borrower agrees that upon receipt of such notice, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at the Payment Office such additional outstanding principal amount of cash, to be held as security by Administrative Agent for the benefit of the Secured Creditors, as is equal to the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawings, provided that, at such time as (y) no Event of Default Notes or any other Obligations shall be continuing or (z) this Agreement shall have terminated declared due and payable in accordance with this Section 12.157.3, the balanceRequired Holders may at any time thereafter, if anyby written instrument filed with the Issuer, of rescind and annul such declaration and its consequences. Notwithstanding the amount held pursuant to this clause (b) shall be returned foregoing and subject to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee subordination provisions of this Agreement, the provisions right of Article XIVany Noteholder to receive payment of principal of, or interest on any Note held by such Noteholder on or after the respective dates expressed in such Note, or to bring suit for the enforcement of any such repayment on or after such respective date, is absolute and all unconditional and shall not be impaired or affected without the consent of the Liens and security interests created pursuant to the Security Documents in accordance with their termssuch Noteholder.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (i) through (v) of Section 10.1(i) with respect to any Parent Guarantor or any Borrower5.1.2) shall occur for any reason, whether voluntary or involuntary, and be continuing, Administrative Agentthe Required Holders may, upon the direction of the Required Lendersnotice or demand, shall by written notice to Borrowers and each Lender (a) declare all or any portion of the outstanding principal amount of the Loans Notes to be due and payable and all other Obligations to be due and payable and/or the Commitments (if not theretofore terminated) to be terminatedpayable, whereupon the full unpaid amount of such Loans the Notes and all other Obligations which shall be so declared due and payable shall be and become immediately due and payable, payable without further notice, demand demand, or presentment, and/orand to the extent any Obligations are paid by the Issuer, as they shall constitute a prepayment under this Agreement. If at any time any portion of the case may be, the Commitments shall terminate or (b) direct Borrowers to pay (and each Borrower agrees that upon receipt of such notice, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at the Payment Office such additional outstanding principal amount of cash, to be held as security by Administrative Agent for the benefit of the Secured Creditors, as is equal to the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawings, provided that, at such time as (y) no Event of Default Notes or any other Obligations shall be continuing or (z) this Agreement shall have terminated declared due and payable in accordance with this Section 12.155.3, the balanceRequired Holders may at any time thereafter, if anyby written instrument filed with the Issuer, of rescind and annul such declaration and its consequences. Notwithstanding the amount held pursuant to this clause (b) shall be returned foregoing and subject to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee subordination provisions of this Agreement, the provisions right of Article XIVany Noteholder to receive payment of principal of, or interest on any Note held by such Noteholder on or after the respective dates expressed in such Note, or to bring suit for the enforcement of any such repayment on or after such respective date, is absolute and all unconditional and shall not be impaired or affected without the consent of the Liens and security interests created pursuant to the Security Documents in accordance with their termssuch Noteholder.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (i) through (v) of Section 10.1(i) with respect to any Parent Guarantor Company or any Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, Administrative Agent, upon the direction of the Required Lenders, Requisite Lenders shall by written notice to Borrowers and each Lender (a) declare all or any portion of the outstanding principal amount of the Loans and other Obligations to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate or (b) direct Borrowers to pay (and each Borrower agrees that upon receipt of such notice, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at the Payment Office such additional amount of cash, to be held as security by Administrative Agent for the benefit of the Secured CreditorsParties, as is equal to the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawings, provided that, at such time as (y) no Event of Default shall be continuing or (z) this Agreement shall have terminated in accordance with Section 12.15, the balance, if any, of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Collateral Documents in accordance with their terms.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (ia) through (vd) of Section 10.1(i) 8.1.9 with respect to any Parent Guarantor or any Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent, upon the direction of the Required Lenders, shall by written notice to the Borrowers and each Lender (a) declare all or any portion of the outstanding principal amount of the Loans and other Obligations (including Reimbursement Obligations) to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate and the Borrowers shall automatically and immediately be obligated to Cash Collateralize all Letter of Credit Outstandings. Notwithstanding anything to the contrary contained herein or (b) direct Borrowers in any other Loan Document, the authority to pay (enforce rights and each Borrower agrees that upon receipt of remedies hereunder and under the other Loan Documents shall be vested exclusively in, and all actions and proceedings at law in connection with such noticeenforcement shall be instituted and maintained exclusively by, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at the Payment Office such additional amount of cash, to be held as security by Administrative Agent in accordance with this Section and Section 8.2 for the benefit of all the Secured CreditorsLenders and the Issuer; provided that the foregoing shall not prohibit (i) the Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as Issuer or Swing Line Lender, as is equal to the sum of (acase may be) hereunder and under the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawingsother Loan Documents, provided that, at such time as (y) no Event of Default shall be continuing or (zii) this Agreement shall have terminated any Lender from exercising setoff rights in accordance with Section 12.15, the balance, if any, of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents in accordance with their terms4.9.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (ia) through (vd) of Section 10.1(i) 8.1.9 with respect to any Parent Guarantor or any the Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative AgentAgent may and, upon the direction of the Required Lenders, shall shall, by written notice to Borrowers and each Lender the Borrower, (ai) declare all or any portion of the outstanding principal amount of the Loans and other Obligations (including Reimbursement Obligations) to be due and payable and/or payable, (ii) the Commitments (if not theretofore terminated) to be terminated, and (iii) exercise on behalf of itself and the Secured Parties all rights and remedies available to it and the Secured Parties under the Loan Documents or applicable law; whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand demand, protest or presentmentpresentment (all of which are hereby expressly waived by the Borrower), and/or, as the case may be, the Commitments shall terminate and the Borrower shall automatically and immediately be obligated to Cash Collateralize all Letter of Credit Outstandings. Notwithstanding anything to the contrary contained herein or (b) direct Borrowers in any other Loan Document, the authority to pay (enforce rights and each Borrower agrees that upon receipt of remedies hereunder and under the other Loan Documents shall be vested exclusively in, and all actions and proceedings at law in connection with such noticeenforcement shall be instituted and maintained exclusively by, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at the Payment Office such additional amount of cash, to be held as security by Administrative Agent in accordance with this Section and Section 8.2 for the benefit of all the Secured CreditorsLenders and the Issuer; provided, that the foregoing shall not prohibit (i) the Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as Issuer or Swing Line Lender, as is equal to the sum of (acase may be) hereunder and under the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawingsother Loan Documents, provided that, at such time as (y) no Event of Default shall be continuing or (zii) this Agreement shall have terminated any Lender from exercising setoff rights in accordance with Section 12.15, the balance, if any, of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents in accordance with their terms4.9.

Action if Other Event of Default. (a) If any Event of Default (other than any Event of Default described in clauses (ia) through (ve) of Section 10.1(i) 8.1.9 with respect to any Parent Guarantor or any the Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, Administrative Agent, upon the direction or with the consent of the Required Lenders, shall take such action that Administrative Agent deems advisable to protect and enforce the rights of the Lenders against Borrower and in the Borrowing Base Properties, including, without limitation, (i) by written notice to Borrowers and each Lender (a) the Borrower declare all or any portion of the outstanding principal amount of the Loans and other Obligations (including Reimbursement Obligations) to be due and payable and/or the Revolving Loan Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such the Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, and the Commitments shall terminate and Borrower shall automatically and immediately be obligated to deposit with Administrative Agent cash collateral in an amount equal to all Letter of Credit Outstandings and (ii) enforcing or availing itself of any or all rights or remedies as set forth in the Loan Documents against Borrower and the Borrowing Base Properties, including, without limitation, all rights or remedies available at law or in equity. (b) direct Borrowers Unless waived in writing by Administrative Agent, and subject in all events to pay (and the express provisions of each Borrower agrees that upon receipt of such noticeLoan Document, or immediately and automatically upon the occurrence and during the continuance of any an Event of Default specified Default, all or any one or more of the rights, powers, privileges and other remedies available to Administrative Agent against Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower or at law or in Section 10.1(i) equity may be exercised by Administrative Agent at any time and from time to time, whether or not all or any of the Indebtedness shall be declared due and payable, and whether or not Administrative Agent shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the Borrowing Base Properties. Any such Borrower it will pay) to Administrative Agent at the Payment Office such additional amount of cash, to be held as security actions taken by Administrative Agent for the benefit of the Secured Creditorsshall be cumulative and concurrent and may be pursued independently, as is equal to the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawingssingly, provided thatsuccessively, together or otherwise, at such time and in such order as (y) no Administrative Agent may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Administrative Agent permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, Borrower agrees that if an Event of Default is continuing (i) neither Administrative Agent nor the Lenders shall be continuing subject to any one action or election of remedies law or rule and (zii) this Agreement all liens and other rights, remedies or privileges provided to Administrative Agent and the Lenders shall remain in full force and effect until Administrative Agent and the Lenders have terminated exhausted all of its remedies against the Borrowing Base Properties and the First Lien Mortgages have been foreclosed, sold and/or otherwise realized upon in accordance with Section 12.15, the balance, if any, satisfaction of the amount held pursuant to this clause (b) shall be returned to Indebtedness or the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents Indebtedness has been paid in accordance with their termsfull.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (i), (j) through or (vk) of Section 10.1(i) with respect to any Parent Guarantor or any Borrowerthis Article) shall occur for any reasonoccur, whether voluntary or involuntarythen, and be continuingat any time thereafter during the continuance of such event, the Administrative AgentAgent may, upon and at the direction request of the Required LendersLenders shall, shall by written notice to Borrowers and each Lender (a) declare all the Parent, take either or any portion both of the outstanding principal amount of following actions, at the Loans same or different times: (i) terminate the Commitments, and other Obligations to be due and payable and/or thereupon the Commitments (if not theretofore terminated) shall terminate immediately, and (ii) declare the Loans then outstanding to be terminated, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall in whole (or in part, in which case any principal not so declared to be due and become immediately payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other Obligations of the Loan Parties (including all amounts of LC Exposure, whether or not the beneficiary of any then-outstanding Letter of Credit shall have demanded payment thereunder) accrued hereunder, shall become due and payable immediately, without further notice, demand or presentment, and/ordemand, as protest or other notice of any kind, all of which are hereby waived by the case may beLoan Parties. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Commitments authority to enforce rights and remedies hereunder and under the other Loan Documents shall terminate or (b) direct Borrowers to pay (be vested exclusively in, and each Borrower agrees that upon receipt of all actions and proceedings at law in connection with such noticeenforcement shall be instituted and maintained exclusively by, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at the Payment Office such additional amount of cash, to be held as security by Administrative Agent in accordance with this Section and Section 7.2 for the benefit of all the Secured CreditorsLenders; provided, as is equal however, that the foregoing shall not prohibit any Lender from exercising setoff rights in accordance with this Agreement. With respect to the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for having undrawn and unexpired amounts at the account time of Crown Holdings and its Subsidiaries and then outstanding and (b) an acceleration pursuant to this clause, the aggregate amount of all Unpaid Drawings, provided that, Borrowers shall at such time as (y) no Event deposit in a cash collateral account opened by the Administrative Agent an amount equal to 105% of Default shall be continuing or (z) this Agreement shall have terminated the aggregate then-undrawn and unexpired amount of such Letters of Credit in accordance with Section 12.15, the balance, if any, of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents in accordance with their terms2.19(j).

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (i) through (v) of Section 10.1(i) with respect to any Parent Guarantor or any Borrower7.1.4) shall occur for any reason, whether voluntary or involuntary, and be continuing, Administrative Agentthe Agent may, and upon the direction of the Required Lenders, shall by written upon notice to Borrowers and each Lender or demand, (a) declare all or any portion of the outstanding principal amount of the Loans to be due and payable and any or all other Obligations to be due and payable and/or the Commitments (if not theretofore terminated) to be terminatedpayable, whereupon the full unpaid amount of such Loans and any and all other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand demand, or presentment, and/or, as and to the case may be, extent paid by the Commitments Borrower shall terminate or constitute a prepayment under this Agreement and (b) direct Borrowers to pay (exercise any and each Borrower agrees that upon receipt of such noticeall rights and remedies available under this Agreement or any other Loan Document, or immediately available at law or in equity, at any time, in any order and automatically upon in any combination. Notwithstanding anything to the occurrence and during contrary set forth in this Section 7.3, the continuance of any Event of Default specified in Section 10.1(i) with respect Agent is permitted to such Borrower it will pay) to Administrative Agent at act without the Payment Office such additional amount of cash, to be held as security by Administrative Agent for the benefit consent of the Secured CreditorsRequired Lenders pursuant to this Section 7.3, as is equal to the sum of only if (a) the aggregate Stated Amount Agent reasonably believes it should exercise the rights afforded to it under this Section 7.3 to protect the interests of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and Lenders, (b) the Agent shall have made due inquiry of each Lender (i) having more than 33-1/3% of the aggregate of the Revolving Loan Commitments plus the outstanding principal amount of all Unpaid Drawings, provided that, at such time as (y) no Event of Default shall be continuing the Term Loan or (zii) this Agreement if the Revolving Loan Commitments shall have terminated in accordance with Section 12.15been terminated, the balance, if any, having more than 33-1/3% of the aggregate of the outstanding principal amount held pursuant of the Loans as to whether the Agent should act under this clause (b) shall be returned to the Borrowers Section 7.3, and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent such Lender(s) fail(s) to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant respond to the Security Documents in accordance with their termsAgent's inquiry within a reasonable period of time.

Action if Other Event of Default. If any Event of Default (other than any an Event of Default described specified in clauses (iany of Section 9.1(f)(i) through (v) of Section 10.1(iiv) with respect to any Parent Guarantor or any BorrowerObligor) shall occur for any reason, whether voluntary or involuntary, and be continuing, Administrative Agent, upon either or both of the direction following actions may be taken: (i) with the consent of the Required Lenders, shall the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by written notice to Borrowers the Borrower declare the Revolving Commitments to be terminated forthwith, whereupon the Revolving Commitments shall immediately terminate and each Lender the Revolving Commitment Amount shall reduce to zero; and (aii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare all or any portion of the outstanding principal amount of the Revolving Loans and other Obligations (including all accrued interest on the Revolving Loans) and all other amounts owing under this Agreement and the other Loan Documents to be due and payable and/or the Commitments (if not theretofore terminated) to be terminatedforthwith, whereupon the full unpaid amount of such Revolving Loans and other Obligations which that shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment. Except as expressly provided above in this ARTICLE 9, and/orpresentment, as the case may bedemand, the Commitments shall terminate or (b) direct Borrowers to pay (protest and each Borrower agrees that upon receipt of such notice, or immediately and automatically upon the occurrence and during the continuance all other notices of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at the Payment Office such additional amount of cash, to be held as security kind are hereby expressly waived by Administrative Agent for the benefit of the Secured Creditors, as is equal to the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawings, provided that, at such time as (y) no Event of Default shall be continuing or (z) this Agreement shall have terminated in accordance with Section 12.15, the balance, if any, of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents in accordance with their termseach Obligor.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (ia) through (vd) of Section 10.1(i) 8.1.9 with respect to any Parent Guarantor or any BorrowerObligor) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent, upon the direction of the Required Lenders, shall by written notice to the Borrowers and each Lender (a) declare all or any portion of the outstanding principal amount of the Loans and other Obligations to be due and payable and/or the Commitments (if not theretofore terminated) to be terminatedpayable, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate terminate. Notwithstanding anything to the contrary contained herein or (b) direct Borrowers in any other Loan Document, the authority to pay (enforce rights and each Borrower agrees that upon receipt of remedies hereunder and under the other Loan Documents shall be vested exclusively in, and all actions and proceedings at law in connection with such noticeenforcement shall be instituted and maintained exclusively by, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at the Payment Office such additional amount of cash, to be held as security by Administrative Agent in accordance with this Section and Section 8.2 for the benefit of all the Secured CreditorsLenders; provided, as is equal to however, that the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawings, provided that, at such time as (y) no Event of Default foregoing shall be continuing or (z) this Agreement shall have terminated not prohibit any Lender from exercising setoff rights in accordance with Section 12.15, the balance, if any, of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents in accordance with their terms4.9.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (ia) through (vd) of Section 10.1(i) 8.1.9 with respect to any Parent Guarantor or any Borrowerthe Borrowers) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent, upon the direction of the Required Lenders (or, solely with respect to an Event of Default under Section 8.1.3 due solely to the applicable Borrower’s failure to observe the covenants contained in Section 7.2.4, at the request of the Required Revolving Lenders), shall by written notice to Borrowers and each Lender (a) the Company declare all or any portion of the outstanding principal amount of the Loans and other Obligations (including Reimbursement Obligations, but excluding Hedging Obligations and Cash Management Obligations) to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate or (b) direct and the Borrowers shall automatically and immediately be obligated to pay (Cash Collateralize all Letter of Credit Outstandings, and each Borrower agrees that upon receipt of such notice, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at and the Payment Office such additional amount of cash, to be held as security by Administrative Collateral Agent for the benefit of the Secured Creditors, as is equal to the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawings, provided that, at such time as (y) no Event of Default shall be continuing or (z) this Agreement shall have terminated the right to take any or all actions and exercise any or all remedies available to a secured party under the Loan Documents or applicable law or in accordance with Section 12.15, the balance, if any, of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents in accordance with their termsequity.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (i), (j) through or (vk) of Section 10.1(i) with respect to any Parent Guarantor or any Borrowerthis Article) shall occur for any reasonoccur, whether voluntary or involuntarythen, and be continuingat any time thereafter during the continuance of such event, the Administrative AgentAgent may, upon and at the direction request of the Required LendersLenders shall, shall by written notice to Borrowers and each Lender (a) declare all the Parent, take either or any portion both of the outstanding principal amount of following actions, at the Loans same or different times: (i) terminate the Commitments, and other Obligations to be due and payable and/or thereupon the Commitments (if not theretofore terminated) shall terminate immediately, and (ii) declare the Loans then outstanding to be terminated, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall in whole (or in part, in which case any principal not so declared to be due and become immediately payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other Obligations of the Loan Parties accrued hereunder, shall become due and payable immediately, without further notice, demand or presentment, and/ordemand, as protest or other notice of any kind, all of which are hereby waived by the case may beLoan Parties. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Commitments authority to enforce rights and remedies hereunder and under the other Loan Documents shall terminate or (b) direct Borrowers to pay (be vested exclusively in, and each Borrower agrees that upon receipt of all actions and proceedings at law in connection with such noticeenforcement shall be instituted and maintained exclusively by, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at the Payment Office such additional amount of cash, to be held as security by Administrative Agent in accordance with this Section and Section 7.2 for the benefit of all the Secured CreditorsLenders; provided, as is equal to however, that the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawings, provided that, at such time as (y) no Event of Default foregoing shall be continuing or (z) this Agreement shall have terminated not prohibit any Lender from exercising setoff rights in accordance with Section 12.15, the balance, if any, of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents in accordance with their terms.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (i) through (v) of Section 10.1(i) with respect to any Parent Guarantor or any Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent, upon the direction of the Required Lenders, shall by written notice to Borrowers and each Lender (a) the Borrower declare all or any portion of the outstanding principal amount of the Loans and other Secured Obligations to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate or (b) direct Borrowers to pay (terminate. In that event, the Security Documents shall become immediately enforceable and each Borrower agrees that upon receipt of such notice, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at or the Payment Office such additional amount U.S. Collateral Agent, as applicable, in each case acting on the instructions of cashthe Lenders in their sole discretion, to be held as security exercises any right or recourse and/or proceeds by Administrative Agent any action, suit remedy or proceeding against any of the Credit Parties authorized or permitted by law for the benefit recovery of all the indebtedness, obligations or liabilities of the Credit Parties to the Secured Parties, and proceed to exercise any and all rights hereunder and under the Security Documents, and no such remedy for the enforcement of the rights of the Secured Creditors, as is equal to the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawings, provided that, at such time as (y) no Event of Default Parties shall be continuing or (z) this Agreement shall have terminated in accordance with Section 12.15, the balance, if any, of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforceexclusive of, or cause the U.S. Collateral Agent and Euro Collateral Agent dependent on, any other remedy, but anyone or more of such remedies may from time to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents time be exercised independently or in accordance with their termscombination.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (ia) through (vd) of Section 10.1(i) with respect to any Parent Guarantor or any Borrower9.1.9) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent, upon the direction of the Required Majority Lenders, shall by written notice to the Borrowers and each Lender (a) declare all or any portion of the outstanding principal amount of the Loans and other Secured Obligations (including Reimbursement Obligations) to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and other Secured Obligations which that shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate or (b) direct and the Borrowers shall automatically and immediately be obligated to pay (and each Borrower agrees that upon receipt Cash Collateralize all Letter of Credit Outstandings in an amount equal to 103% of such noticeLetter of Credit Outstandings. Furthermore, the Administrative Agent shall at the request of, or immediately may with the consent of, the Majority Lenders proceed to enforce its rights and automatically remedies under the Security Documents, the Guaranties, and any other Loan Document for the ratable benefit of itself, the Issuer and the other Secured Parties by appropriate proceedings. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of any such Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to the Administrative Agent at the Payment Office such additional amount of cash, to be held as security by Administrative Agent for the benefit of the Secured Creditors, as is equal to the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawings, provided that, at such time as (y) no Event of Default shall be continuing or (z) this Agreement shall have terminated in accordance with Section 12.15, the balance, if any, of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIVmay, and all of upon direction from the Liens and security interests created pursuant Majority Lenders, shall, also deliver such default notices or other notices as required under the Intercreditor Agreement to the Security Documents in accordance with their termscommence any blockage periods provided therein.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (ia) through (vd) of Section 10.1(i) 8.1.9 with respect to any Parent Guarantor or any BorrowerObligor) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent, upon the direction of the Required Lenders, shall by written notice to Borrowers and each Lender (a) the Borrower declare all or any portion of the outstanding principal amount of the Loans and other Obligations to be due and payable and/or the Commitments (if not theretofore terminated) to be terminatedpayable, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate terminate. Notwithstanding anything to the contrary contained herein or (b) direct Borrowers in any other Loan Document, the authority to pay (enforce rights and each Borrower agrees that upon receipt of remedies hereunder and under the other Loan Documents shall be vested exclusively in, and all actions and proceedings at law in connection with such noticeenforcement shall be instituted and maintained exclusively by, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at the Payment Office such additional amount of cash, to be held as security by Administrative Agent in accordance with this Section and Section 8.2 for the benefit of all the Secured CreditorsLenders; provided, as is equal to however, that the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawings, provided that, at such time as (y) no Event of Default foregoing shall be continuing or (z) this Agreement shall have terminated not prohibit any Lender from exercising setoff rights in accordance with Section 12.15, the balance, if any, of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents in accordance with their terms4.9.

Action if Other Event of Default. (a) If any Event of Default (other than any Event of Default described in clauses CLAUSES (ia) through (vb) of Section 10.1(i) or with respect to any Parent Guarantor or any Borrowerthe Borrower and Managing General Partner, (e) of SECTION 9.1.8) shall occur for any reason, whether voluntary or involuntary, and be continuing, Administrative the Agent, upon the direction of the Required Lenders, shall by written notice to Borrowers and each Lender (a) the Borrower declare all or any portion of the outstanding principal amount of the Loans and other Obligations to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate or terminate. (b) direct Borrowers The right of the Lenders to pay make any declaration or acceleration by virtue of an Event of Default described in SECTION 9.1.1.-9.1.11 (excluding, however, proceedings under SECTION 9.1.8. relating directly to the Borrower), however is subject to the condition that if, at, any time before such declaration, such Event of Default is cured by or for the account of the Borrower, then in every such case any such default and each Borrower agrees its consequences shall be deemed to be annulled, but no such annulment shall extend to or affect any subsequent default or impair or exhaust any right or power consequent thereon. (c) The affirmative vote of Lenders holding at least 66-2/3% of the outstanding principal amount of the Obligations may rescind or annul the acceleration at any time, provided that upon receipt of such notice, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at the Payment Office such additional amount of cash, to be held as security by Administrative Agent for the benefit of the Secured Creditors, as is equal to the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawings, provided that, at such time as (y) no Event of Default shall be continuing or (z) this Agreement shall have terminated in accordance with Section 12.15, the balance, if any, of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents in accordance with their terms.has been cured. 113

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (ia) through (vd) of Section 10.1(i) 8.1.9 with respect to any Parent Guarantor or any the Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent, upon the direction of the Required Lenders, shall (or with the consent of the Required Lenders, may) by written notice to Borrowers and each Lender (a) the Borrower declare all or any portion of the outstanding principal amount of the Loans and other Obligations to be due and payable and/or the Commitments (if not theretofore terminated) to be terminatedpayable, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as . Notwithstanding anything to the case may becontrary contained herein or in any other Loan Document, the Commitments authority to enforce rights and remedies hereunder and under the other Loan Documents shall terminate or (b) direct Borrowers to pay (be vested exclusively in, and each Borrower agrees that upon receipt of all actions and proceedings at law in connection with such noticeenforcement shall be instituted and maintained exclusively by, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at and the Payment Office such additional amount of cash, to be held as security by Administrative Collateral Agent in accordance with this Section and Section 8.2 for the benefit of all the Secured Creditors, as is equal to Lenders; provided that the sum of foregoing shall not prohibit (ai) the aggregate Stated Amount of all Letters of Credit issued for Administrative Agent from exercising the account of Crown Holdings rights and remedies that inure to its Subsidiaries benefit (solely in its capacity as Administrative Agent) hereunder and then outstanding and under the other Loan Documents, (bii) the aggregate amount of all Unpaid Drawings, provided that, at such time as (y) no Event of Default shall be continuing or (z) this Agreement shall have terminated any Lender from exercising setoff rights in accordance with Section 12.154.9 or the other Loan Documents, (iii) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the balancependency of a proceeding relative to any Obligor under any Debtor Relief Law and provided further that if no Person is acting as Administrative Agent, if any, of then the amount held pursuant to this clause (b) Required Lenders shall be returned have the rights otherwise ascribed to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents in accordance with their termsAdministrative Agent.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (ia) through (vd) of Section 10.1(i) 8.1.9 with respect to any Parent Guarantor or any the Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative AgentAgent may and, upon the direction of the Required Lenders, shall shall, by written notice to Borrowers and each Lender the Borrower, (ai) declare all or any portion of the outstanding principal amount of the Loans and other Obligations (including Reimbursement Obligations) to be due and payable and/or payable, (ii) the Commitments (if not theretofore terminated) to be terminated, and (iii) exercise on behalf of itself and the Secured Parties all rights and remedies available to it and the Secured Parties under the Loan Documents or applicable law; whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand demand, protest or presentmentpresentment (all of which are hereby expressly waived by the Borrower), and/or, as the case may be, the Commitments shall terminate and the Borrower shall automatically and immediately be obligated to Cash Collateralize all Letter of Credit Outstandings. Notwithstanding anything to the contrary contained herein or (b) direct Borrowers in any other Loan Document, the authority to pay (enforce rights and each Borrower agrees that upon receipt of remedies hereunder and under the other Loan Documents shall be vested exclusively in, and all actions and proceedings at law in connection with such noticeenforcement shall be instituted and maintained exclusively by, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at the Payment Office such additional amount of cashin accordance with this Section, to be held as security by Administrative Agent Section 8.2 for the benefit of all the Secured CreditorsLenders and the Issuer; provided, that the foregoing shall not prohibit (i) the Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as Issuer or Swing Line Lender, as is equal to the sum of (acase may be) hereunder and under the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawingsother Loan Documents, provided that, at such time as (y) no Event of Default shall be continuing or (zii) this Agreement shall have terminated any Lender from exercising setoff rights in accordance with Section 12.15, the balance, if any, of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents in accordance with their terms4.9.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (ia) through (vd) of Section 10.1(i) 8.1.9 with respect to any Parent Guarantor or any Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent, upon the direction of the Required Lenders, shall (or with the consent of the Required Lenders, may) by written notice to the Borrowers and each Lender (a) declare all or any portion of the outstanding principal amount of the Loans and other Obligations (including Reimbursement Obligations) to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate and the Borrowers shall automatically and immediately be obligated to Cash Collateralize all Letter of Credit Outstandings and Canadian BAs. Notwithstanding anything to the contrary contained herein or (b) direct Borrowers in any other Loan Document, the authority to pay (enforce rights and each Borrower agrees that upon receipt of remedies hereunder and under the other Loan Documents shall be vested exclusively in, and all actions and proceedings at law in connection with such noticeenforcement shall be instituted and maintained exclusively by, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at and the Payment Office such additional amount of cash, to be held as security by Administrative Collateral Agent in accordance with this Section and Section 8.2 for the benefit of all the Secured CreditorsLenders and the Issuers; provided that the foregoing shall not prohibit (i) any Issuer or the Swing Line Lender or the Administrative Agent from exercising the rights and remedies that inure to its benefit (solely in its capacity as an Issuer or Swing Line Lender or Administrative Agent, as is equal to the sum of case may be) hereunder and under the other Loan Documents, (aii) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawings, provided that, at such time as (y) no Event of Default shall be continuing or (z) this Agreement shall have terminated any Lender from exercising setoff rights in accordance with Section 12.154.9 or the other Loan Documents, (iii) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the balancependency of a proceeding relative to any Obligor under any Debtor Relief Law and provided further that if no Person is acting as Administrative Agent, if any, of then the amount held pursuant to this clause (b) Required Lenders shall be returned have the rights otherwise ascribed to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents in accordance with their termsAdministrative Agent.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (i) through (v) of Section 10.1(i) with respect to any Parent Guarantor Company or any Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, Administrative Agent, upon the direction of the Required Lenders, Requisite Lenders shall by written notice to Borrowers and each Lender (a) declare all or any portion of the outstanding principal amount of the Loans and other Obligations to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate or (b) direct Borrowers to pay (and each Borrower agrees that upon receipt of such notice, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at the Payment Office such additional amount of cash, to be held as security by Administrative Agent for the benefit of the Secured CreditorsParties, as is equal to the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawings, provided that, at such time as (y) no Event of Default shall be continuing or (z) this Agreement shall have terminated in accordance with Section 12.15, the balance, if any, of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Collateral Documents in accordance with their terms.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (ia) through (ve) of Section 10.1(i) 8.1.9 with respect to any Parent Guarantor or any the Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, Administrative Agent, upon the direction or with the consent of the Required Lenders, shall take such action that Administrative Agent deems advisable to protect and enforce the rights of the Lenders against Borrower and in the Borrowing Base Properties, including, without limitation, (i) by written notice to Borrowers and each Lender (a) the Borrower declare all or any portion of the outstanding principal amount of the Loans and other Obligations (including Reimbursement Obligations) to be due and payable and/or the Revolving Loan Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such the Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, and the Commitments shall terminate and Borrower shall automatically and immediately be obligated to deposit with Administrative Agent cash collateral in an amount equal to all Letter of Credit Outstandings and (ii) enforcing or (b) direct Borrowers availing itself of any or all rights or remedies as set forth in the Loan Documents against Borrower and the Borrowing Base Properties, including, without limitation, all rights or remedies available at law or in equity. Unless waived in writing by Administrative Agent, and subject in all events to pay (and the express provisions of each Borrower agrees that upon receipt of such noticeLoan Document, or immediately and automatically upon the occurrence and during the continuance of any an Event of Default specified Default, all or any one or more of the rights, powers, privileges and other remedies available to Administrative Agent against Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower or at law or in Section 10.1(i) equity may be exercised by Administrative Agent at any time and from time to time, whether or not all or any of the Indebtedness shall be declared due and payable, and whether or not Administrative Agent shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the Borrowing Base Properties. Any such Borrower it will pay) to Administrative Agent at the Payment Office such additional amount of cash, to be held as security actions taken by Administrative Agent for the benefit of the Secured Creditorsshall be cumulative and concurrent and may be pursued independently, as is equal to the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawingssingly, provided thatsuccessively, together or otherwise, at such time and in such order as (y) no Administrative Agent may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Administrative Agent permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, Borrower agrees that if an Event of Default is continuing (i) neither Administrative Agent nor the Lenders shall be continuing subject to any one action or election of remedies law or rule and (ii) all liens and other rights, remedies or privileges provided to Administrative Agent and the Lenders shall remain in full force and effect until Administrative Agent and the Lenders have exhausted all of its remedies against the Borrowing Base Properties and the First Lien Mortgages have been foreclosed, sold and/or otherwise realized upon in satisfaction of the Indebtedness or the Indebtedness has been paid in full. With respect to Borrower and the Collateral, nothing contained herein or in any other Loan Document shall be construed as requiring Administrative Agent or the Lenders to resort to the Borrowing Base Properties for the satisfaction of any of the Indebtedness, and Administrative Agent may seek satisfaction out of the Borrowing Base Properties or any part thereof, in its absolute discretion in respect of the Indebtedness. In addition, Administrative Agent shall have the right from time to time to partially foreclose this Agreement and the First Lien Mortgages in any manner and for any amounts secured by this Agreement or the First Lien Mortgages then due and payable as determined by Administrative Agent in its sole discretion, including, without limitation, the following circumstances: (i) in the event Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal or interest, Administrative Agent may foreclose this Agreement and the First Lien Mortgages to recover such delinquent payments, or (zii) in the event Administrative Agent elects to accelerate less than the entire outstanding principal balance of the Loans, Administrative Agent may foreclose this Agreement shall have terminated in accordance with Section 12.15and the First Lien Mortgages to recover so much of the principal balance of the Loans as Administrative Agent may accelerate and such other sums secured by this Agreement or the First Lien Mortgages as Administrative Agent may elect. Notwithstanding one or more partial foreclosures, the balance, if any, of the amount held pursuant Borrowing Base Properties shall remain subject to this clause (b) shall be returned Agreement and the First Lien Mortgages to secure payment of sums secured by this Agreement and the Borrowers First Lien Mortgages and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents in accordance with their termsnot previously recovered.

Action if Other Event of Default. (a) If any Event of Default (other than any Event of Default described in clauses (ia) through (vd) of Section 10.1(i) 8.1.9 with respect to any Parent Guarantor or any the Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent, upon the direction of the Required Lenders, shall by written notice to Borrowers and each Lender (a) the Borrower declare all or any portion of the outstanding principal amount of the Loans and other Obligations (including Reimbursement Obligations) to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate or and the Borrower shall automatically and immediately be obligated to Cash Collateralize all Letter of Credit Outstandings. (b) direct Borrowers to pay (and each Borrower agrees that upon receipt Without limiting the generality of such noticethe foregoing or limiting in any way the rights of the Secured Parties under any Loan Document or otherwise under applicable law, or immediately and automatically upon at any time after the occurrence occurrence, and during the continuance continuance, of any Event of Default specified in arising under clause (a) of Section 10.1(i) with respect to such Borrower it will pay) to 8.1.1, or anytime after the acceleration of the Loans, the Administrative Agent Agent, at the Payment Office such additional amount direction of cashthe Required Lenders, shall be entitled to be held as security apply for and have a receiver or receiver and manager appointed under state or Federal law of the United States by Administrative Agent for the benefit a court of competent jurisdiction in any action taken by any of the Secured CreditorsParties to enforce their rights and remedies hereunder and under any Loan Document in order to manage, as is equal protect, preserve, sell and otherwise dispose of all or any portion of the Collateral and continue the operation of the businesses of the Borrower and its Subsidiaries, and to collect all revenues and profits thereof and apply the same to the sum payment of all expenses and other charges of such receivership, including the compensation of the receiver, and to the payment of the Obligations as aforesaid until a sale or other disposition of such Collateral shall be finally made and consummated. Each of the Parent and the Borrower (afor itself and, with all due authority, each of its Subsidiaries) hereby irrevocably consents to and waives any right to object to or otherwise contest the appointment of a receiver as provided above. Each of the Parent and the Borrower (for itself and, with all due authority, each of its Subsidiaries) grants such waiver and consent knowingly after having discussed the implications thereof with counsel, acknowledges that the uncontested right to have a receiver appointed for the foregoing purposes is considered essential by the Secured Parties in connection with the enforcement of their rights and remedies hereunder and under any Loan Document, and the availability of such appointment as a remedy under the foregoing circumstances was a material factor in inducing the Secured Parties to make (and commit to make) the aggregate Stated Amount Credit Extensions to the Borrower; and agrees to enter into any and all stipulations in any legal actions, or agreements or other instruments in connection with the foregoing and to cooperate fully with the Secured Parties in connection with the assumption and exercise of control by the receiver over all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawings, provided that, at such time as (y) no Event of Default shall be continuing or (z) this Agreement shall have terminated in accordance with Section 12.15, the balance, if any, any portion of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents in accordance with their termsCollateral.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses CLAUSES (ia) through (vd) of Section 10.1(i) SECTION 8.1.9 with respect to any Parent Guarantor or any either Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent, upon the direction of the Required Lenders, shall by written notice to the Borrowers and each Lender (a) declare all or any portion of the outstanding principal amount of the Loans and other Obligations (including Reimbursement Obligations) to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate or (b) direct and the Borrowers shall automatically and immediately be obligated to pay (and each Borrower agrees that upon receipt of such notice, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at the Payment Office such additional amount of cash, to be held as security by Administrative Agent for the benefit of the Secured Creditors, as is equal to the sum of (a) the aggregate Stated Amount of Cash Collateralize all Letters Letter of Credit issued for Outstandings; PROVIDED that if less than the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate total principal amount of all Unpaid DrawingsLoans and other Obligations are declared to be due and payable, provided that, at such time as (y) no Event of Default the amount so declared due and payable shall be continuing or (z) this Agreement shall have terminated in accordance with Section 12.15, the balance, if any, of the amount held pursuant to this clause (b) shall be returned to allocated PRO RATA between the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents in accordance with their termsrespective Borrowings.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (i) through (v) of Section 10.1(i) with respect to any Parent Guarantor or any Borrower7.1.8) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative AgentAgent may or, upon the direction of the Required LendersLender, shall shall, by written notice to Borrowers and each Lender the Borrower, declare a Commitment Termination Event. Upon any such declaration, (ai) declare all or any portion to the extent required by the terms of the outstanding principal amount Pledge Agreement, the Borrower shall cease purchasing Fund Investments, (ii) the Administrative Agent or the Lender may declare the Note to be immediately due and payable in full (without presentment, demand, protest or notice of any kind all of which are hereby waived by the Loans Borrower) and all other Obligations to be due and payable and/or and terminate the Commitments (if not theretofore terminated) to be terminatedCommitment, whereupon the full unpaid amount of such Loans the Note and any and all other Obligations which shall be so declared due and payable shall be and become immediately due and payable. In addition, without further notice, demand upon any such declaration or presentment, and/or, as the case may beupon any such automatic occurrence, the Commitments Secured Parties Representative, on behalf of the Secured Parties and at the direction of the Administrative Agent, shall terminate have, in addition to all other rights and remedies under this Agreement or (b) direct Borrowers to pay (otherwise, all other rights and each Borrower agrees that upon receipt remedies provided under the UCC of such noticethe applicable jurisdiction and other Applicable Law, or immediately and automatically upon the occurrence and during the continuance of which rights shall be cumulative. If any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at shall have occurred, the Payment Office such additional amount of cash, to be held as security by Administrative Agent for the benefit of the Secured Creditors, as is equal to the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawings, provided that, at such time as (y) no Event of Default Applicable Margin shall be continuing or (z) this Agreement shall have terminated in accordance with Section 12.15, the balance, if any, of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created increased pursuant to the Security Documents in accordance with their termsdefinition thereof, effective as of the date of the occurrence of such Event of Default, and shall apply after the occurrence of such Event of Default.

Action if Other Event of Default. (a) If any Event of Default (other than any Event of Default described in clauses CLAUSE (ia), (b) through (v) of Section 10.1(i) or with respect to any Parent Guarantor or any Borrowerthe Borrower and Managing General Partner, (e) of SECTION 9.1.8) shall occur for any reason, whether voluntary or involuntary, and be continuing, Administrative the Agent, upon the direction of the Required Lenders, shall by written notice to Borrowers and each Lender (a) the Borrower declare all or any portion of the outstanding principal amount of the Loans and other Obligations to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate or terminate. (b) direct Borrowers The right of the Lenders to pay make any declaration or acceleration by virtue of an Event of Default described in SECTION 9.1.1.-9.1.11 (excluding, however, proceedings under SECTION 9.1.8. relating directly to the Borrower), however is subject to the condition that if, at, any time before such declaration, such Event of Default is cured by or for the account of the Borrower, then in every such case any such default and each Borrower agrees its consequences shall be deemed to be annulled, but no such annulment shall extend to or affect any subsequent default or impair or exhaust any right or power consequent thereon. (c) The affirmative vote of Lenders holding at least 66- 2/3% of the outstanding principal amount of the Obligations may rescind or annul the acceleration at any time, provided that upon receipt of such notice, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at the Payment Office such additional amount of cash, to be held as security by Administrative Agent for the benefit of the Secured Creditors, as is equal to the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawings, provided that, at such time as (y) no Event of Default shall be continuing or (z) this Agreement shall have terminated in accordance with Section 12.15, the balance, if any, of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents in accordance with their termshas been cured.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (i) through (v) of Section 10.1(i) with respect to any Parent Guarantor or any Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, Administrative Agent, upon the direction of the Required Lenders, shall by written notice to Borrowers and each Lender (a) declare all or any portion of the outstanding principal amount of the Loans and other Obligations to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate or (b) direct Borrowers to pay (and each Borrower agrees that upon receipt of such notice, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at the Payment Office such additional amount of cash, to be held as security by 216 Administrative Agent for the benefit of the Secured Creditors, as is equal to the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawings, provided that, at such time as (y) no Event of Default shall be continuing or (z) this Agreement shall have terminated in accordance with Section 12.15, the balance, if any, of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents in accordance with their terms.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (i) through (v) of Section 10.1(i) with respect to any Parent Guarantor or any Borrower9.1.8) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent, upon the direction of the Required Lenders, shall by written notice to Borrowers and each Lender (a) the Borrower declare all or any portion of the outstanding principal amount of the Loans and all other Obligations to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such the Loans and all other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate terminate. Notwithstanding anything to the contrary contained herein or (b) direct Borrowers in any other Loan Document, the authority to pay (enforce rights and each Borrower agrees that upon receipt of remedies hereunder and under the other Loan Documents shall be vested exclusively in, and all actions and proceedings at law in connection with such noticeenforcement shall be instituted and maintained exclusively by, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent in accordance with this Section and at the Payment Office such additional amount instruction of cash, to be held as security by Administrative Agent the Required Lenders for the benefit of all the Secured CreditorsLenders; provided, as is equal to however, that the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawings, provided that, at such time as (y) no Event of Default foregoing shall be continuing or (z) this Agreement shall have terminated not prohibit any Lender from exercising setoff rights in accordance with Section 12.15, the balance, if any, terms of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents in accordance with their terms.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (i) through (v) of Section 10.1(i) with respect to any Parent Guarantor or any Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, Administrative Agent, upon the direction of the Required Lenders, shall by written notice to Borrowers and each Lender (a) declare all or any portion of the outstanding principal amount of the Loans and other Obligations to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate or (b) direct Borrowers to pay (and each Borrower agrees that upon receipt of such notice, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at the Payment Office such additional amount of cash, to be held as security by Administrative Agent for the benefit of the Secured Creditors, as is equal to the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawings, provided that, at such time as (y) no Event of Default shall be continuing or (z) this Agreement shall have terminated in accordance with Section 12.15, the balance, if any, of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents in accordance with their terms.