Common use of Effect of Event of Default Clause in Contracts

Effect of Event of Default. If any Event of Default described in Section 13.1.4 shall occur in respect of the Company, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 13.1.3 shall occur in respect of the Company, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 9.1.2 shall occur occur, all Liabilities shall immediately become due and payable and the Applicant shall immediately become obligated to deliver to the Bank cash collateral in respect an amount equal to the face amount of the Companyall outstanding Letters of Credit; and if any other Event of Default shall occur, the Commitments shall Bank may declare all Liabilities to be due and payable and may demand that the Applicant immediately terminate and deliver to the Loans and Bank cash collateral in an amount equal to the face amount of all other Obligations hereunder outstanding Letters of Credit, whereupon all Liabilities shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company Applicant shall immediately become obligated to Cash Collateralize deliver to the Bank cash collateral in an amount equal to the face amount of all outstanding Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kindCredit. The Administrative Agent Bank shall promptly advise the Company Applicant of any such declaration, but failure to do so shall not impair the effect of such declaration. Any The Applicant hereby grants the Bank a security interest in all cash collateral delivered hereunder hereunder. All cash collateral shall be held by the Administrative Agent (without liability for interest thereon) Bank and applied to the Obligations Liabilities arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of CreditCredit have been fully drawn, expired or been terminated, such cash collateral shall be applied by the Administrative Agent Bank, first, to any remaining Obligations hereunder Liabilities and, then, to any other liabilities of the Applicant to the Bank, and any excess shall be delivered to the Company Applicant or as a court of competent jurisdiction may electdirect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 11.1.4 shall occur in respect of the Companyoccur, the Commitments (if they have not theretofore terminated) shall immediately terminate and the Loans and all other Obligations obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shallLenders) shall declare the Commitments (if they have not theretofore terminated) to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments (if they have not theretofore terminated) shall immediately terminate (or be reduced, as applicable) and/or the all Loans and all other Obligations obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the all Letters of Credit (all or any, as applicable)Credit, all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Notwithstanding the foregoing, the effect as an Event of Default of any event described in Section 11.1.1 or Section 11.1.4 may be waived by the written concurrence of all of the Lenders, and the effect as an Event of Default of any other event described in this Section 11 may be waived by the written concurrence of the Required Lenders (except as provided in Section 13.1). Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to reimbursement obligations under the Obligations arising in connection with any drawing under a Letter Letters of Credit. After the expiration or termination of all the Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may electdirect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 12.1.4 shall occur in respect of the Companyoccur, the Commitments (if they have not theretofore terminated) shall immediately terminate and the Loans Notes and all other Obligations obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize deliver to the Agent cash collateral in an amount equal to the outstanding face amount of all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shallBanks) shall declare the Commitments (if they have not theretofore terminated) to be terminated in whole or in part and/or declare all or any part of the Loans Notes and all other Obligations obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize deliver to the Agent cash collateral in amount equal to the outstanding face amount of all or any Letters of Credit, whereupon the Commitments (if they have not theretofore terminated) shall immediately terminate (or be reduced, as applicable) and/or the Loans all Notes and all other Obligations obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize deliver to the Agent cash collateral in an amount equal to the face amount of all Letters of Credit (all or any, as applicable)Credit, all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Notwithstanding the foregoing, the effect as an Event of Default of any event described in Section 12.1.1 or Section 12.1.4 may be waived by the written concurrence of all of the Banks, and the effect as an Event of Default of any other event described in this Section 12 may be waived by the written concurrence of the Required Banks. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 12.1.4 shall occur in respect of the Companyoccur, the Commitments (if they have not theretofore terminated) shall immediately terminate and the Loans and all other Obligations obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shallBanks) shall declare the Commitments (if they have not theretofore terminated) to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments (if they have not theretofore terminated) shall immediately terminate (or be reduced, as applicable) and/or the all Loans and all other Obligations obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the all Letters of Credit (all or any, as applicable)Credit, all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Notwithstanding the foregoing, the effect as an Event of Default of any event described in Section 12.1.1 or Section 12.1.4 may be waived by the written concurrence of all of the Banks, and the effect as an Event of Default of any other event described in this Section 12 may be waived by the written concurrence of the Required Banks. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 12.1.3 shall occur in with respect of to the Company, the Commitments (if they have not theretofore terminated) shall immediately terminate and the Commitments shall be reduced to zero and the Loans and all other Obligations obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to deliver to the Administrative Agent Cash Collateralize Collateral in an amount equal to the outstanding Dollar Equivalent face amount of all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shallLenders) shall declare the Commitments (if they have not theretofore terminated) to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations obligations hereunder to be due and payable and/or demand that the Company immediately deliver to the Administrative Agent Cash Collateralize Collateral in amount equal to the outstanding Dollar Equivalent face amount of all or any Letters of Credit, whereupon the Commitments (if they have not theretofore terminated) shall immediately terminate (or be reduced, as applicable) and/or the all Loans and all other Obligations obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to deliver to the Administrative Agent Cash Collateralize Collateral in an amount equal to the Dollar Equivalent face amount of all Letters of Credit (all or any, as applicable)Credit, all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company in writing of any such declaration, but failure to do so shall not impair the effect of such declaration. Notwithstanding the foregoing, the effect as an Event of Default of any event described in Section 12.1.1 or Section 12.1.3 may be waived by the written concurrence of all of the Lenders, and the effect as an Event of Default of any other event described in this Section 12 may be waived by the written concurrence of the Required Lenders. Any cash collateral Cash Collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral Cash Collateral shall be applied by the Administrative Agent to any remaining Obligations obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may electdirect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 13.1(c) shall occur in respect of the Company, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 shall occur in respect of the CompanyCompany (regardless as to whether the time periods specified therein shall have expired), the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Creditpayable, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Creditpayable, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The If practical, the Administrative Agent shall use its reasonable efforts to promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by declaration nor result in liability of any kind or nature to the Administrative Agent (without liability for interest thereon) and applied the Lenders. If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Lenders, may exercise, in addition to all other rights and remedies against the Company and each other Loan Party granted to them in this Agreement, the other Loan Documents and in any other instrument or agreement securing, evidencing or relating to the Obligations arising in connection with Obligations, and all rights and remedies of a creditor under any drawing under a Letter of Credit. After the expiration applicable law or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may electat equity.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 12.1.3 shall occur in respect of the Companyoccur, the Commitments (if they have not theretofore terminated) shall immediately terminate and the Loans and all other Obligations obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize deliver to the Administrative Agent cash collateral in an amount equal to the outstanding face amount of all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shallLenders) shall declare the Commitments (if they have not theretofore terminated) to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize deliver to the Administrative Agent cash collateral in amount equal to the outstanding face amount of all or any Letters of Credit, whereupon the Commitments (if they have not theretofore terminated) shall immediately terminate (or be reduced, as applicable) and/or the all Loans and all other Obligations obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize deliver to the Administrative Agent cash collateral in an amount equal to the face amount of all Letters of Credit (all or any, as applicable)Credit, all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 10.1.2 shall occur in respect of the Companyand be continuing, the Commitments with respect to such Borrower (or if such Event of Default relates to Guarantor, any Significant Subsidiary or Section 10.1.7, all Borrowers) (if they have not theretofore terminated) shall immediately terminate and the Loans and all other Obligations hereunder Liabilities of such Borrower shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Creditpayable, all without presentment, demand, protest or notice of any kind; and, if in the case of any other Event of Default shall occur and be continuingDefault, the Administrative Agent may (andor shall, upon the written request of the Required Lenders shallBanks) declare the Commitments of such Borrower (or if such Event of Default relates to Guarantor, any Significant Subsidiary or Section 10.1.7, all Borrowers) (if they have not theretofore terminated) to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder Liabilities with respect to such Borrower to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Creditpayable, whereupon the Commitments with respect to such Borrower (or if such Event of Default relates to Guarantor, any Significant Subsidiary or Section 10.1.7, all Borrowers) (if they have not theretofore terminated) shall immediately terminate (and all Liabilities with respect to such Borrower or be reducedall Borrowers, as applicable) and/or the Loans and other Obligations hereunder case may be, shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable)payable, all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise such Borrower or all Borrowers, as the Company case may be, and each Bank of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall Notwithstanding the foregoing or any provision of Section 13.1, the effect as an Event of Default of any event described in Section 10.1.2 may be held waived by the Administrative Agent (without liability for interest thereon) written concurrence of the Banks holding 100% of the aggregate unpaid principal amount of the Loans, and applied to the Obligations arising effect as an Event of Default of any other event described in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall this Section 10 may be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company or waived as a court of competent jurisdiction may electprovided in Section 13.1.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 13.1(d) shall occur in respect of the CompanyBorrower, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company Borrower shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company Borrower immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company Borrower shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company Borrower of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder hereunder, in the priority set forth in Section 7.2, and any excess shall be delivered to the Company Borrower or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 12.1.3 shall occur in respect of the Companyoccur, the Commitments (if they have not theretofore terminated) shall immediately terminate and the Loans and all other Obligations obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shallBanks) shall declare the Commitments (if they have not theretofore terminated) to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments (if they have not theretofore terminated) shall immediately terminate (or be reduced, as applicable) and/or the all Loans and all other Obligations obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the all Letters of Credit (all or any, as applicable)Credit, all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Notwithstanding the foregoing, the effect as an Event of Default of any event described in Section 12.1.1 or Section 12.1.3 may be waived by the written concurrence of all of the Banks, and the effect as an Event of Default of any other event described in this Section 12 may be waived by the written concurrence of the Required Banks. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 shall occur and be continuing beyond any cure period provided for in this Agreement with respect to such Event of Default, the Agent may (i) by notice to the Company, (A) declare the Commitments of the Lenders to be terminated, whereupon the same shall immediately terminate forthwith terminate, and (B) declare the entire unpaid principal amount of the Loans and any Notes, all interest accrued and unpaid thereon and all other Obligations, including without limitation, (subject only to any limitation imposed by applicable law) all out-of-pocket expenses, including, without limitation, attorneys’ fees and legal expenses, incurred by any Lender in endeavoring to collect any amounts payable hereunder which are not paid when due, whether by acceleration or otherwise, all of which expenses shall be deemed added to the Obligations hereunder immediately upon the occurrence of an Event of Default, to be forthwith due and payable, whereupon the Loans and any Notes, all such accrued interest and all such other Obligations shall become immediately and be forthwith due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Creditpayable, all without presentment, demand, protest or further notice of any kind; and, if any other Event all of Default which are hereby expressly waived by the Company, provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Company under the Bankruptcy Code, the result which would otherwise occur only upon giving of notice by the Agent to the Company as specified in this clause (i) shall occur and be continuingautomatically, without the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company giving of any such declarationnotice; and (ii) whether or not the actions referred to in clause (i) have been taken, but failure (A) exercise any or all of the Lenders’ and/or the Agent’s rights and remedies under the Collateral Documents, and (B) proceed to do so shall not impair enforce all other rights and remedies available to the effect of such declaration. Any cash collateral delivered hereunder shall be held by Lenders and the Administrative Agent (without liability for interest thereonacting on behalf of the Lenders) under the Loan Documents and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may electapplicable law.

Effect of Event of Default. If any Event of Default described in -------------------------- Section 13.1.4 12.1.4 shall occur in respect of the Companyoccur, the Commitments (if they have not theretofore -------------- terminated) shall immediately terminate and the Loans Notes and all other Obligations obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize deliver to the Agent cash collateral in an amount equal to the outstanding face amount of all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shallBanks) shall declare the Commitments (if they have not theretofore terminated) to be terminated in whole or in part and/or declare all or any part of the Loans Notes and all other Obligations obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize deliver to the Agent cash collateral in amount equal to the outstanding face amount of all or any Letters of Credit, whereupon the Commitments (if they have not theretofore terminated) shall immediately terminate (or be reduced, as applicable) and/or the Loans all Notes and all other Obligations obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize deliver to the Agent cash collateral in an amount equal to the face amount of all Letters of Credit (all or any, as applicable)Credit, all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Notwithstanding the foregoing, the effect as an Event of Default of any event described in Section 12.1.1 or Section 12.1.4 may be waived by the -------------- -------------- written concurrence of all of the Banks, and the effect as an Event of Default of any other event described in this Section 12 may be waived by the written ---------- concurrence of the Required Banks. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 12.1.3 shall occur in respect of the Companyoccur, the Commitments (if they have not theretofore terminated) shall immediately terminate and the Loans and all other Obligations obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to deliver to the Administrative Agent Cash Collateralize Collateral in an amount equal to the outstanding Dollar Equivalent Amount face amount of all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shallLenders) shall declare the Commitments (if they have not theretofore terminated) to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations obligations hereunder to be due and payable and/or demand that the Company immediately deliver to the Administrative Agent Cash Collateralize Collateral in amount equal to the Dollar Equivalent Amount of the outstanding face amount of all or any Letters of Credit, whereupon the Commitments (if they have not theretofore terminated) shall immediately terminate (or be reduced, as applicable) and/or the all Loans and all other Obligations obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to deliver to the Administrative Agent Cash Collateralize Collateral in an amount equal to the Dollar Equivalent Amount of the face amount of all Letters of Credit (all or any, as applicable)Credit, all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral Cash Collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral Cash Collateral shall be applied by the Administrative Agent to any remaining Obligations obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 shall occur in respect of the Company, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect. If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Lenders, may exercise, in addition to all other rights and remedies against the Company and each other Loan Party granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, including, without limitation, the Collateral Documents and the other Loan Documents, and all rights and remedies of a creditor under any applicable law or at equity.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 11.1.4 shall occur in respect of the Companyoccur, the Commitments (if they have not theretofore terminated) shall immediately terminate and the Loans and all other Obligations obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shallBanks) shall declare the Commitments (if they have not theretofore terminated) to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments (if they have not theretofore terminated) shall immediately terminate (or be reduced, as applicable) and/or the all Loans and all other Obligations obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the all Letters of Credit (all or any, as applicable)Credit, all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Notwithstanding the foregoing, the effect as an Event of Default of any event described in Section 11.1.1 or Section 11.1.4 may be waived by the written concurrence of all of the Banks, and the effect as an Event of Default of any other event described in this Section 11 may be waived by the written concurrence of the Required Banks. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 shall occur in respect of the CompanyBorrower, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company Borrower shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company Borrower immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company Borrower shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company Borrower of any such declaration, but failure to do so shall not impair the effect of such declaration. Any Subject to the terms of the Intercreditor Agreement, any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company Borrower or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 12.1.4 shall occur in respect of the Companyoccur, the Commitments (if they have not theretofore terminated) shall immediately terminate and the Loans and all other Obligations obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shallBanks) shall declare the Commitments (if they have not theretofore terminated) to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments (if they have not theretofore terminated) shall immediately terminate (or be reduced, as applicable) and/or the all Loans and all other Obligations obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the all Letters of Credit (all or any, as applicable)Credit, all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Notwithstanding the foregoing, the effect as an Event of Default of any event described in Section 12.1.1 or Section 12.1.4 may be waived by the written concurrence of all of the Banks, and the effect as an Event of Default of any other event described in this Section 12 may be waived by the written concurrence of the Required Banks. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 13.1(d) shall occur in respect of the Company, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 13.1.3 shall occur in respect of the Companyany Co-Borrower, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company Co-Borrowers shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company Co-Borrowers immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company Co-Borrowers shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company Co-Borrowers of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company Co-Borrowers or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 SECTION 12.1.4 shall occur in respect of the Companyoccur, the Commitments (if they have not theretofore terminated) shall immediately terminate and the Loans Revolving Notes and all other Obligations obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize deliver to the Agent cash collateral in an amount equal to the outstanding face amount of all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if in the case of any other Event of Default shall occur and be continuingDefault, the Administrative Agent may (and, and upon the written request of the Required Lenders Banks shall) declare the Commitments (if they have not theretofore terminated) to be terminated in whole or in part and/or declare all or any part of the Loans Revolving Notes and all other Obligations obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize deliver to the Agent cash collateral in an amount equal to the outstanding face amount of all or any Letters of Credit, whereupon the Commitments (if they have not theretofore terminated) shall immediately terminate (or be reduced, as applicable) and/or the Loans all Revolving Notes and all other Obligations obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize deliver to the Agent cash collateral in an amount equal to the face amount of all Letters of Credit (all or any, as applicable)Credit, all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder by the Company to the Agent shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 shall occur in respect of the Company, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of CreditL/C Obligations, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of CreditL/C Obligations, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit L/C Obligations (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the L/C Obligations arising in connection with any drawing under a Letter of Creditas and to the extent due. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect. During the existence of any Event of Default or Default the Administrative Agent shall specifically be permitted to communicate directly with the Company’s certified public accountants and Company hereby authorizes and instructs those accountants to disclose such financial information as the Administrative Agent shall request.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 7.1(e) shall occur in respect of the Companyand is continuing, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable payable, and the Company Max Bermuda shall become immediately obligated to Cash Collateralize all Letters deliver to the Administrative Agent cash collateral in an amount equal to 102% of Credit, the outstanding LC Obligations all without presentment, demand, protest or notice of any kind; and, if in the case of any other Event of Default shall occur and be continuingDefault, the Administrative Agent may (andmay, and upon the written request of the Required Lenders shall) declare , terminate the Aggregate Commitments to be terminated in whole or in part and/or hereunder and declare all or any part portion of the Loans and all other Obligations hereunder to be due and payable payable, and/or demand that Max Bermuda immediately deliver to the Company immediately Administrative Agent Cash Collateralize and Cash Equivalents in an amount equal to 102% of the outstanding LC Obligations whereupon the Aggregate Commitments shall terminate and all or any Letters such portion of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (payable, and/or demand that Max Bermuda immediately deliver to the Administrative Agent Cash and Cash Equivalents in whole or in part, as applicable) and/or an amount equal to the Company shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), outstanding LC Obligations all without presentment, demand, protest or further notice of any kind. The Administrative Agent shall promptly advise the Company Borrowers of any such declaration, declaration but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall Notwithstanding the foregoing, the effect as an Event of Default of any event described in Section 7.1(a) may not be held waived except by consent of all of the Lenders and acknowledged by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may electwriting.

Effect of Event of Default. If Notwithstanding anything to the contrary contained in this Agreement, if any Event of Default described in Section 13.1.4 shall occur in respect of the Companyany Borrower, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Creditpayable, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Creditpayable, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company Parent of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by The Borrower also waives the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination benefit of all Letters of Creditvaluation, such cash collateral shall be applied appraisal and exemption laws. UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, EACH BORROWER HEREBY WAIVES ALL RIGHTS TO NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY THE LENDER OF ITS RIGHTS TO REPOSSESS THE COLLATERAL WITHOUT JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON THE COLLATERAL WITHOUT PRIOR NOTICE OR HEARING. Each Borrower acknowledges that it has been advised by the Administrative Agent its counsel with respect to any remaining Obligations hereunder this transaction and any excess shall be delivered to the Company or as a court of competent jurisdiction may electthis Agreement, including, without limitation, all waivers contained herein.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 12.1.3 shall occur in respect of the Companyoccur, the Commitments (if they have not theretofore terminated) shall immediately terminate and the Loans Notes and all other Obligations obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize deliver to the Administrative Agent cash collateral in a Dollar Equivalent amount equal to the outstanding face amount of all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if and in the case of any other Event of Default shall occur and be continuingDefault, the Administrative Agent may (andshall, upon the written request of the Required Lenders shall) Lenders, declare the Commitments (if they have not theretofore terminated) to be terminated in whole or in part and/or declare all or any part of the Loans Notes and all other Obligations obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize deliver to the Administrative Agent cash collateral in a Dollar Equivalent amount equal to the outstanding face amount of all or any Letters of Credit, whereupon the Commitments (if they have not theretofore terminated) shall immediately terminate (or be reduced, as applicable) and/or the Loans all Notes and all other Obligations obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize deliver to the Administrative Agent cash collateral in a Dollar Equivalent amount equal to the face amount of all Letters of Credit (all or any, as applicable)Credit, all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise Notwithstanding the Company foregoing, the effect as an Event of Default of any such declarationevent described in Section 12.1.1 or 12.1.3 may be waived by the written concurrence of all of the Lenders, but failure to do so shall not impair and the effect as an Event of such declarationDefault of any other event described in this Section 12 may be waived by the written concurrence of the Required Lenders. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations obligations of the Company hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may electdirect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 10.1.2 shall occur in respect and be continuing, all Liabilities of such Borrower, or if such Event of Default relates to any CCPA Pledgor (not consisting of Conseco or any Significant Subsidiary) (or if any Event of Default under subsection (f) or (g) of Section 5.01 of the CompanyAppendix (as such term is defined in the Conseco Guaranty), the Commitments made applicable to Conseco, CIHC or any other Significant Subsidiary pursuant to Sections 10.1.6 and 10.1.7 hereof, shall immediately terminate occur and the Loans and be continuing as to Conseco, CIHC or any CCPA Pledgor consisting of any Significant Subsidiary), all other Obligations hereunder Liabilities of all Borrowers, shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Creditpayable, all without presentment, demand, protest or notice of any kind; and, if in the case of any other Event of Default shall occur and be continuingDefault, the Administrative Agent may (andor shall, upon the written request of the Required Lenders shallBanks) declare the Commitments all Liabilities with respect to be terminated in whole such Borrower, or in part and/or declare all if such Event of Default relates to Conseco, CIHC, or any part CCPA Pledgor, all Liabilities of the Loans and all other Obligations hereunder Borrowers, to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Creditpayable, whereupon the Commitments shall immediately terminate (all Liabilities with respect to such Borrower or be reducedall Borrowers, as applicable) and/or the Loans and other Obligations hereunder case may be, shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable)payable, all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise such Borrower or all Borrowers, as the Company case may be, and each Bank of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall Notwithstanding the foregoing or any provision of Section 13.1, the effect of an Event of Default of any event described in Section 10.1.2 may be held waived by the written concurrence of the Banks holding 100% of the aggregate unpaid principal amount of the Loans, and the effect of an Event of Default of any other event described in this Section 10 may be waived as provided in Section 13.1. In any such circumstance where the Liabilities of any Borrower or all Borrowers (as the case may be) have become immediately due and payable, whether automatically or upon any such declaration (as the case may be), the Administrative Agent may (without liability for interest thereonor shall, upon the written request of the Required Banks) exercise or not exercise, as it deems appropriate, on behalf of itself and applied the Banks, any and all other rights and remedies available (including after taking into account, as to Conseco and CIHC only, the Obligations arising restrictions set forth in connection Sections 2.1 and 6.1 of the Conseco Guaranty (except with respect to said Section 6.1, if the restrictions set forth in Section 6.1 of the Conseco Guaranty have been rendered inoperative or have been otherwise qualified pursuant to Section 6.2 or Section 6.4 of the Conseco Guaranty)) to it and the Banks under the Loan Documents and/or applicable law against such Borrower or all Borrowers or any drawing under a Letter of Credit. After combination thereof (as the expiration or termination of all Letters of Creditcase may be), such cash collateral shall be applied by the Administrative Agent to Conseco, CIHC, and/or any remaining Obligations hereunder CCPA Pledgor and any excess shall be delivered to the Company or as a court of competent jurisdiction may electtheir respective property.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 shall occur in respect of the Companyoccur, the Commitments (if they have not theretofore terminated) shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company Borrowers shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shallLenders) shall declare the Commitments (if they have not theretofore terminated) to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company Borrowers immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments (if they have not theretofore terminated) shall immediately terminate (or be reduced, as applicable) and/or the all Loans and all other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company Borrowers shall immediately become obligated to Cash Collateralize the all Letters of Credit (all or any, as applicable)Credit, all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company Funds Administrator of any such declaration, but failure to do so shall not impair the effect of such declaration. Notwithstanding the foregoing, the effect as an Event of Default of any event described in Section 13.1.1 or Section 13.1.4 may be waived by the written concurrence of all of the Lenders, and the effect as an Event of Default of any other event described in this Section 13 may be waived by the written concurrence of the Required Lenders. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company Funds Administrator or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 12.1.4 shall occur in respect of the Companyoccur, the Commitments (if they have not theretofore terminated) shall immediately terminate and the Loans and all other Obligations obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shallBanks) shall declare the Commitments (if they have not theretofore terminated) to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments (if they have not theretofore terminated) shall immediately terminate (or be reduced, as applicable) and/or the all Loans and all other Obligations obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the all Letters of Credit (all or any, as applicable)Credit, all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by Notwithstanding the Administrative Agent (without liability for interest thereon) and applied to foregoing, the Obligations arising effect as an Event of Default of any event described in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect.Section 12.1.1

Effect of Event of Default. If any Event of Default described in Section 13.1.4 13.1(c) shall occur in respect of the Company, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect.. 105

Effect of Event of Default. If any Event of Default described in Section 13.1.4 12.1.3 shall occur in respect of the Companyoccur, the Commitments (if they have not theretofore terminated) shall immediately terminate and the Loans and all other Obligations obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to deliver to the Administrative Agent Cash Collateralize Collateral in an amount equal to the outstanding Dollar Equivalent face amount of all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shallLenders) shall declare the Commitments (if they have not theretofore terminated) to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations obligations hereunder to be due and payable and/or demand that the Company immediately deliver to the Administrative Agent Cash Collateralize Collateral in amount equal to the Dollar Equivalent of the outstanding face amount of all or any Letters of Credit, whereupon the Commitments (if they have not theretofore terminated) shall immediately terminate (or be reduced, as applicable) and/or the all Loans and all other Obligations obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to deliver to the Administrative Agent Cash Collateralize Collateral in an amount equal to the Dollar Equivalent of the face amount of all Letters of Credit (all or any, as applicable)Credit, all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral Cash Collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral Cash Collateral shall be applied by the Administrative Agent to any remaining Obligations obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 12.1.4 shall occur in respect of the Companyoccur, the Commitments (if they have not theretofore terminated) shall immediately terminate and the Loans and all other Obligations obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize deliver to the Administrative Agent cash collateral in an amount equal to the outstanding face amount of all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shallBanks) shall declare the Commitments (if they have not theretofore terminated) to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize deliver to the Administrative Agent cash collateral in amount equal to the outstanding face amount of all or any Letters of Credit, whereupon the Commitments (if they have not theretofore terminated) shall immediately terminate (or be reduced, as applicable) and/or the all Loans and all other Obligations obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize deliver to the Administrative Agent cash collateral in an amount equal to the face amount of all Letters of Credit (all or any, as applicable)Credit, all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Notwithstanding the foregoing, the effect as an Event of Default of any event described in Section 12.1.1 or Section 12.1.4 may be waived by the written concurrence of all of the Banks, and the effect as an Event of Default of any other event described in this Section 12 may be waived by the written concurrence of the Required Banks. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 shall occur occurs in respect of the Companyany Borrower, then the Commitments shall will immediately terminate and the Loans and all other Obligations hereunder shall under this Agreement will become immediately due and payable and the Company shall Borrowers will become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if . If any other Event of Default shall occur occurs and be is continuing, the then Administrative Agent may (and, upon the written request of the Required Lenders shall) declare declare, in a written notice to Borrower Representative, the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder under this Agreement to be due and payable and/or demand that the Company Borrowers immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall will immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall under this Agreement will become immediately due and payable (in whole or in part, as applicable) and/or the Company Borrowers shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kindkind (other than as expressly provided for above in this sentence). The Administrative Agent shall promptly advise the Company Borrower Representative of any such declaration, but failure to do so shall will not impair the effect of any such declaration. Any cash collateral delivered hereunder shall under this Agreement will be held by the Administrative Agent (without liability for interest thereon) and applied by Administrative Agent to the any remaining Obligations arising in connection with under this Agreement, and any drawing under excess will be delivered to Borrower Representative or as a Letter court of Creditcompetent jurisdiction elects. After the expiration or termination of all Letters of Credit, all such cash collateral shall will be applied by the Administrative Agent to any remaining Obligations hereunder under this Agreement and any excess shall will be delivered to the Company Borrower Representative or as a court of competent jurisdiction may electelects.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 7.1(d) shall occur in respect of the Companyoccur, the Commitments (if they have not theretofore terminated) shall immediately terminate and the all Loans and all interest and other Obligations amounts due hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Creditpayable, all without presentment, demand, protest demand or notice of any kindkind (all of which are hereby expressly waived by the Borrowers); and, if in the case of any other Event of Default shall occur and be continuingDefault, the Administrative Agent may (andwith the consent of the Required Banks, and shall upon the written request of the Required Lenders shall) Banks, declare the Commitments (if they have not theretofore terminated) to be terminated in whole or in part and/or declare all or any part of the Loans and all interest and other Obligations amounts due hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Creditpayable, whereupon the Commitments (if they have not theretofore terminated) shall immediately terminate (or be reduced, as applicable) and/or the all Loans and all interest and other Obligations amounts due hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable)payable, all without presentment, demand, protest demand or notice of any kindkind (all of which are hereby expressly waived by the Borrowers). The Administrative Agent shall promptly advise the Company and each Bank of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall Notwithstanding the foregoing, the effect as an Event of Default of any event described in Section 7.1(a) or Section 7.1(d) may be held waived by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination written concurrence of all Letters of Creditthe Banks, such cash collateral shall and the effect as an Event of Default of any other event described in Section 7.1 may be applied waived by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to written concurrence of the Company or as a court of competent jurisdiction may electRequired Banks.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 12.1(f) or Section 12.1(g) shall occur in respect of the Companyoccur, the Commitments and the Total Commitment (if they have not theretofore terminated) shall immediately and automatically terminate and the Loans all Loans, all interest thereon, and all other Obligations hereunder amounts payable under this Agreement shall become immediately and automatically due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Creditpayable, all without presentment, demand, protest or notice of any kindkind (including notice of intent to accelerate), all of which are hereby expressly waived by the Borrower; and, if in the case of the occurrence of any other Event of Default shall occur and be continuingDefault, the Administrative Agent may (andAgent, upon the written request of the Required Lenders shall) Majority Banks, shall declare the Commitments and the Total Commitment (if they have not theretofore terminated) to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder Loans to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Creditpayable, whereupon the Commitments and the Total Commitment (if they have not theretofore terminated) shall immediately terminate (or be reducedand all Loans, as applicable) and/or the Loans all interest thereon, and all other Obligations hereunder amounts payable under this Agreement shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable)payable, all without presentment, demand, protest or notice of any kindkind (including notice of intent to accelerate), all of which are hereby expressly waived by the Borrower. The Administrative Agent shall promptly advise Promptly following the Company making of any such declaration, the Administrative Agent shall give notice thereof to the Borrower and each Bank, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 SECTION 12.1.4 shall occur in respect of the Companyoccur, the Commitments (if they have not theretofore terminated) shall immediately terminate and the Loans Notes and all other Obligations obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize deliver to the Agent cash collateral in an amount equal to the outstanding face amount of all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shallBanks) shall declare the Commitments (if they have not theretofore terminated) to be terminated in whole or in part and/or declare all or any part of the Loans Notes and all other Obligations obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize deliver to the Agent cash collateral in amount equal to the outstanding face amount of all or any Letters of Credit, whereupon the Commitments (if they have not theretofore terminated) shall immediately terminate (or be reduced, as applicable) and/or the Loans all Notes and all other Obligations obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize deliver to the Agent cash collateral in an amount equal to the face amount of all Letters of Credit (all or any, as applicable)Credit, all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Notwithstanding the foregoing, the effect as an Event of Default of any event described in SECTION 12.1.1 or SECTION 12.1.4 may be waived by the written concurrence of all of the Banks, and the effect as an Event of Default of any other event described in this SECTION 12 may be waived by the written concurrence of the Required Banks. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 shall occur in respect of the Companyoccur, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company Borrowers shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company Borrowers immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company Borrowers shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company Borrowers of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company Borrowers or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 shall occur in respect of the Companyany Loan Party, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company Loan Parties shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders Facility A Lenders, in the case of the Revolving Commitment and Term Loan A Commitment, or subject to the Intercreditor Agreement, the Required Facility B Lenders, in the case of the Term Loan B Commitment, shall) declare the respective Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company Loan Parties immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company Loan Parties shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company Loan Party Representative of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company Loan Party Representative, on behalf of the Loan Parties, or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 shall occur in respect of the Companyany Borrower, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company Borrowers shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kindkind (provided, however, that notwithstanding the foregoing, Hedging Obligations shall terminate only in accordance with the terms of the relevant Hedging Agreement); and, if any other Event of Default shall occur and be continuing, the Administrative Agent Lender may (and, upon the by written request of the Required Lenders shall) notice to Loan Parties declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company Borrowers immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company Borrowers shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind, except as otherwise expressly required in this Agreement and any other Loan Document. The Administrative Agent Lender shall promptly advise the Company Borrowers of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent Lender (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent Lender to any remaining Obligations hereunder and any excess shall be delivered to the Company Borrowers or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 13.1.3 shall occur in respect of the Company, the Commitments Commitment shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent Lender may (and, upon the written request of the Required Lenders shall) declare the Commitments Commitment to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments Commitment shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent Lender shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent Lender (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent Lender to any remaining Obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may electdirect. If any Event of Default occurs and is continuing, any amounts received by Lender on account of the Obligations shall be applied by Lender to the Obligations in such order as Lender may determine.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 shall occur in respect of the Companya Borrower, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company Borrowers shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company Borrowers immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company Borrowers shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company Borrowers of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company Borrowers or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 12.1(b) shall occur in respect of the Companyoccur, the Commitments Commitment (if not theretofore terminated) shall automatically and immediately terminate terminate, and the Loans Notes and the Obligations and all other Obligations hereunder amounts payable under the Loan Documents shall become automatically and immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable)payable, all without presentment, demand, protest or notice of any kind. Upon the occurrence of any Event of Default and during the continuance thereof (other than the event described in Section 12.1(b)), the Agent may (and shall, at the direction of the Required Banks) declare the Commitment (if not theretofore terminated) to be terminated and may also declare the Notes, the Obligations, all other amounts payable under the Loan Documents to be due and payable, whereupon the Commitment shall immediately terminate and the Notes and the Obligations shall become immediately due and payable, all without presentment, demand, protest or other notice of any kind. The Administrative Agent shall promptly advise the Company Borrower of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held Except as expressly provided above in this Section presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Administrative Agent Borrower. Upon the occurrence of any Event of Default and during the continuance thereof, the Agent, may, at its option (without liability for interest thereon) and applied to shall, at the Obligations arising in connection with direction of the Required Banks), exercise any drawing of its rights under this Agreement, the other Loan Documents or any rights and remedies of a Letter of Credit. After secured party under the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may electUniform Commercial Code.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 shall occur in respect of the Company, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Credit and Existing Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Credit and Existing Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit and Existing Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Collateral Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit or Existing Letter of Credit. After the expiration or termination of all Letters of Credit and Existing Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 shall occur in respect of the CompanyLoan Parties, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company Loan Parties shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company Loan Parties immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company Loan Parties shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 shall occur in respect of the Company, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 shall occur in respect of the CompanyBorrower, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company Borrower shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company Borrower immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company Borrower shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company Borrower of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company Borrower or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 12.1(b) shall occur in respect of the Companyoccur, the Commitments Commitment (if not theretofore terminated) shall automatically and immediately terminate terminate, and the Loans Notes and the Obligations and all other Obligations hereunder amounts payable under the Loan Documents and the Letter of Credit shall become automatically and immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable)payable, all without presentment, demand, protest or notice of any kind. Upon the occurrence of any Event of Default and during the continuance thereof (other than the event described in Section 12.1(b)), the Agent may (and shall, at the direction of the Required Banks) declare the Commitment (if not theretofore terminated) to be terminated and may also declare the Notes, the Obligations, all other amounts payable under the Loan Documents and the Letter of Credit to be due and payable, whereupon the Commitment shall immediately terminate and the Notes and the Obligations shall become immediately due and payable, all without presentment, demand, protest or other notice of any kind. The Administrative Agent shall promptly advise the Company Borrower of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held Except as expressly provided above in this Section presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Administrative Agent Borrower. Upon the occurrence of any Event of Default and during the continuance thereof, the Agent, may, at its option (without liability for interest thereon) and applied to shall, at the Obligations arising in connection with direction of the Required Banks), exercise any drawing of its rights under this Agreement, the other Loan Documents or any rights and remedies of a Letter of Credit. After secured party under the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may electUniform Commercial Code.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 13.1.3 shall occur in respect of the Companyany Borrower, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company Borrowers shall become immediately jointly and severally obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company Borrowers immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company Borrowers shall immediately become jointly and severally obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company Borrowers of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company Borrowers or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 shall occur in respect of the Company, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest protest, notice of intent to accelerate, notice of acceleration, or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect.

Effect of Event of Default. If (a) Upon the occurrence and during the continuance, of any Event of Default described specified in Section 13.1.4 Subsection 7.1, the Agent shall occur in respect at the request of, or may with the consent of, the Majority Banks, (i) declare all obligations of the CompanyBanks under this Agreement to be immediately terminated, and (ii) declare all Indebtedness evidenced by the Revolving Credit Note, the Commitments shall immediately terminate Term Loan Note and any other Indebtedness of the Loans and all other Obligations hereunder shall become Borrowers, or any Subsidiary of the Borrowers, to the Agent or the Banks under this Agreement or any Loan Document, to be immediately due and payable payable, whereupon the Revolving Credit Note, the Term Loan Note and the Company all such Indebtedness shall become immediately obligated to Cash Collateralize all Letters of Creditand be forthwith due and payable, all without presentment, demand, protest and all benefits of valuation and appraisement laws, or other notice of any kind, all of which are hereby expressly waived by the Borrowers; andprovided, however, that if any other Event of Default specified in Subsection 7.1(h) shall occur and be continuingoccur, all Indebtedness evidenced by the Revolving Credit Note, the Administrative Agent may (and, upon the written request Term Loan Note and any other Indebtedness of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all Borrowers, or any part Subsidiary or Affiliate of the Loans and all other Obligations hereunder Borrowers, to be the Agent or the Banks under this Agreement or any Loan Document shall thereupon become due and payable and/or demand that concurrently therewith, and the Company Banks' obligations to lend shall immediately Cash Collateralize all terminate, without any further action by the Agent or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans Bank and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest and all benefits of valuation and appraisement laws or other notice of any kind. The Administrative Agent shall promptly advise the Company , all of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held which are hereby expressly waived by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may electBorrowers.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 shall occur in respect of the Company, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent Lender may (and, upon the written request of the Required Lenders Lender shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent Lender shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent Lender (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent Lender to any remaining Obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any (a) an Event of Default described in Section 13.1.4 10.1.2 shall occur have occurred, (b) any Guarantor Event of Default described in respect Section 12(c) of the CompanyILFC Guaranty shall have occurred or (c) the Indenture Trustee shall have declared the Indenture Notes to be immediately due and payable or the Indenture Notes shall otherwise have become immediately due and payable, then the Commitments (if they have not theretofore terminated) shall immediately terminate and the all Loans and all interest and other Obligations amounts due hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Creditpayable, all without presentment, demand, protest demand or notice of any kind, all of which are hereby waived by the Borrower; and, if in the case of any other Event of Default shall occur and be continuingDefault, the Administrative Agent may (andmay, and upon the written request of the Required Lenders Banks shall) , declare the Commitments (if they have not theretofore terminated) to be terminated in whole or in part and/or declare and all or any part of the Loans and all interest and other Obligations amounts due hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Creditpayable, whereupon the Commitments (if they have not theretofore terminated) shall immediately terminate (or be reduced, as applicable) and/or the and all Loans and all interest and other Obligations amounts due hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable)payable, all without presentment, demand, protest demand or notice of any kind, all of which are hereby waived by the Borrower. The Administrative Agent shall promptly advise the Company Borrower, each Bank, the Guarantor, the Indenture Trustee, the Servicer and the Security Trustee of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder The Banks agree that all remedies to be taken with respect to (x) the Collateral shall be held exercised by the Administrative Security Trustee acting in accordance with the terms of the Security Trust Agreement and (y) the ILFC Guaranty and any SPV Guaranty shall be exercised by the Security Trustee acting in accordance with the terms of the ILFC Guaranty, such SPV Guaranty and the Security Trust Agreement. Upon the written direction of 100% of the Banks, the Agent (without liability for interest thereon) and applied will, by written notice to the Obligations arising in connection Borrower, the Indenture Trustee, the Guarantor, the Servicer and the Security Trustee, rescind and annul any declaration made pursuant to this Section 10.2 thereby annulling its consequences if: (i) there has been paid to the Banks amounts sufficient to pay all overdue installments of interest on the Loans, and the principal of the Loans that would have become due other than by reason of such declaration of acceleration; (ii) the rescission does not conflict with any drawing under a Letter judgment or decree; (iii) all Events of Credit. After Default (other than the expiration Events of Default arising solely by reason of such acceleration) have been cured or termination waived; and (iv) the acceleration of all Letters the Indenture Notes has been rescinded pursuant to Section 5.02 of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may electIndenture.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 12.1.4 shall occur in respect of the Companyoccur, the Commitments (if they have not theretofore terminated) shall immediately terminate and the Loans and all other Obligations obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shallBanks) shall declare the Commitments (if they have not theretofore terminated) to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments (if they have not theretofore terminated) shall immediately terminate (or be reduced, as applicable) and/or the all Loans and all other Obligations obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the all Letters of Credit (all or any, as applicable)Credit, all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall Notwithstanding the foregoing, the effect as an Event of Default of any event described in Section 12.1.1 or Section 12.1.4 may be held waived by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination written concurrence of all Letters of Creditthe Banks, such cash collateral shall be applied by and the Administrative Agent to effect as an Event of Default of any remaining Obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction other event described in this Section 12 may elect.be

Effect of Event of Default. If any Event of Default described in Section 13.1.4 12.1.3 shall occur in respect of the Companyoccur, the Commitments (if they have not theretofore terminated) shall immediately terminate and the Loans and all other Obligations obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize deliver to the Administrative Agent cash collateral in an amount equal to the outstanding face amount of all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shallLenders) shall declare the Commitments (if they have not theretofore terminated) to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize deliver to the Administrative Agent cash collateral in amount equal to the outstanding face amount of all or any Letters of Credit, whereupon the Commitments (if they have not theretofore terminated) shall immediately terminate (or be reduced, as applicable) and/or the all Loans and all other Obligations obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize deliver to the Administrative Agent cash collateral in an amount equal to the face amount of all Letters of Credit (all or any, as applicable)Credit, all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect.. 60 SECTION 13 PARENT GUARANTY 13.1

Effect of Event of Default. If any Event of Default described in Section 13.1.4 13.1(c) shall occur in respect of the Company, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect. Notwithstanding the foregoing, it is understood and agreed that, (x) the Administrative Agent and the Lenders shall not be permitted to take any of the foregoing actions with respect to any Unmatured Event of Default or Event of Default occurring during the period between the Effective Date and the Closing Date and (y) during the period between the Effective Date and the Closing Date, the Administrative Agent and the Lenders shall not have any right to terminate any unused Commitments for any reason, whether upon the occurrence of any Unmatured Event of Default or Event of Default otherwise; provided that the foregoing shall not alter the obligation of the Company to satisfy the conditions precedent to the funding of the Loans by the Lenders on the Effective Date and the Closing Date set forth in Sections 12.1 and 12.2, respectively.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 shall occur in respect of the Companyoccur, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company Borrower shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) Lenders, declare the respective Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company Borrower immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company Borrower shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company Borrower of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company Borrower, or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 12.1.3 shall occur in with respect of to the Company, the Commitments (if they have not theretofore terminated) shall immediately terminate and the Commitment Amount shall be reduced to zero and the Loans and all other Obligations obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to deliver to the Administrative Agent Cash Collateralize Collateral in an amount equal to the outstanding Dollar Equivalent face amount of all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shallBanks) shall declare the Commitments (if they have not theretofore terminated) to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations obligations hereunder to be due and payable and/or demand that the Company immediately deliver to the Administrative Agent Cash Collateralize Collateral in amount equal to the outstanding Dollar Equivalent face amount of all or any Letters of Credit, whereupon the Commitments (if they have not theretofore terminated) shall immediately terminate (or be reduced, as applicable) and/or the all Loans and all other Obligations obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to deliver to the Administrative Agent Cash Collateralize Collateral in an amount equal to the Dollar Equivalent face amount of all Letters of Credit (all or any, as applicable)Credit, all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company in writing of any such declaration, but failure to do so shall not impair the effect of such declaration. Notwithstanding the foregoing, the effect as an Event of Default of any event described in Section 12.1.1 or Section 12.1.3 may be waived by the written concurrence of all of the Banks, and the effect as an Event of Default of any other event described in this Section 12 may be waived by the written concurrence of the Required Banks. Any cash collateral Cash Collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral Cash Collateral shall be applied by the Administrative Agent to any remaining Obligations obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may electdirect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 12.1.3 shall occur in respect of the CompanyBorrower, the Commitments Commitment and Revolving Credit Facility shall immediately terminate and the Loans Advances and all other Obligations hereunder shall become immediately due and payable and the Company Borrower shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent Lender may (and, upon the written request of the Required Lenders shall) declare the Commitments Commitment and Revolving Credit Facility to be terminated in whole or in part and/or declare all or any part of the Loans Advances and all other Obligations hereunder to be due and payable and/or demand that the Company Borrower immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments Commitment and Revolving Credit Facility shall immediately terminate (or be reduced, as applicable) and/or the Loans Advances and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company Borrower shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent Lender shall promptly advise the Company Borrower of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral Cash Collateral delivered hereunder shall be held by the Administrative Agent Xxxxxx (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral Cash Collateral shall be applied by the Administrative Agent Lender to any remaining Obligations hereunder and any excess shall be delivered to the Company Borrower or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 shall occur in respect of the Company, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company Companies immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company Companies shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company Companies of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company Companies or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 shall occur in respect of the Company, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent Agents may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect. During the existence of any Event of Default or Default the Agents shall specifically be permitted to communicate directly with the Company's certified public accountants and Company hereby authorizes and instructs those accountants to disclose such financial information as Agents shall request.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 shall occur in respect of the Company, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral Collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral Collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 shall occur in respect of the Company, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect. If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Lenders, may exercise, in addition to all 1240807.08 other rights and remedies against the Company and each other Loan Party granted to them in this Agreement, the other Loan Documents and in any other instrument or agreement securing, evidencing or relating to the Obligations, and all rights and remedies of a creditor under any applicable law or at equity.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 shall occur in respect of the Companyany Borrower and not be waived in accordance with Section 14.1, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company Borrowers shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kindkind (provided, however, that notwithstanding the foregoing, Hedging Obligations shall terminate only in accordance with the terms of the relevant Hedging Agreement); and, if any other Event of Default shall occur and be continuingcontinuing and not be waived in accordance with Section 14.1, the Administrative Agent Lender may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company Borrowers immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company Borrowers shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent Lender shall promptly advise the Company Borrowers in writing of any such declaration, but failure to do so notify Borrowers shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent Lender (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent Lender to any remaining Obligations hereunder and any excess shall be delivered to the Company Borrowers or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 SECTION 12.1.3 shall occur in respect of the Companyoccur, the Commitments (if they have not theretofore terminated) shall immediately terminate and the Loans and all other Obligations obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shallBanks) shall declare the Commitments (if they have not theretofore terminated) to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments (if they have not theretofore terminated) shall immediately terminate (or be reduced, as applicable) and/or the all Loans and all other Obligations obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the all Letters of Credit (all or any, as applicable)Credit, all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Notwithstanding the foregoing, the effect as an Event of Default of any event described in SECTION 12.1.1 or SECTION 12.1.3 may be waived by the written concurrence of all of the Banks, and the effect as an Event of Default of any other event described in this SECTION 12 may be waived by the written concurrence of the Required Banks. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section Sections 13.1.4 or 13.1.5, subject to any applicable grace periods, shall occur in respect of the Company, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 shall occur in respect of the Companyoccur, the Commitments (if they have not theretofore terminated) shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company Parent and other applicable Borrowers shall become immediately obligated to Cash Collateralize all Letters of CreditCredit then outstanding, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments (if they have not theretofore terminated) to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder or any other Loan Document to be due and payable and/or demand that the Company Parent and other applicable Borrowers immediately Cash Collateralize all or any outstanding Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company Parent and other applicable Borrowers shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), in each case as so declared and demanded, all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company Parent of any such declaration, or demand, but failure to do so shall not impair the effect of such declarationdeclaration or demand. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations (with respect to which the Person delivering such cash collateral is liable for) arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect.Credit then

Effect of Event of Default. If any Event of Default described in -------------------------- Section 13.1.4 8.1(d) shall occur in respect of the Companyoccur, the Commitments (if they have not theretofore -------------- terminated) shall immediately terminate and the all Loans and all interest and other Obligations amounts due hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Creditpayable, all without presentment, demand, protest demand or notice of any kindkind (all of which are hereby expressly waived by the Borrowers); and, if in the case of any other Event of Default shall occur and be continuingDefault, the Administrative Agent may (andwith the consent of the Required Banks, and shall upon the written request of the Required Lenders shall) Banks, declare the Commitments (if they have not theretofore terminated) to be terminated in whole or in part and/or declare all or any part of the Loans and all interest and other Obligations amounts due hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Creditpayable, whereupon the Commitments (if they have not theretofore terminated) shall immediately terminate (or be reduced, as applicable) and/or the all Loans and all interest and other Obligations amounts due hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable)payable, all without presentment, demand, protest demand or notice of any kindkind (all of which are hereby expressly waived by the Borrowers). The Administrative Agent shall promptly advise the Company Borrowers and each Bank of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall Notwithstanding the foregoing, the effect as an Event of Default of any event described in Section 8.1(a) or Section 8.1(d) may be held -------------- -------------- waived by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination written concurrence of all Letters of Creditthe Banks, such cash collateral shall and the effect as an Event of Default of any other event described in Section 8.1 may be applied waived ----------- by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to written concurrence of the Company or as a court of competent jurisdiction may electRequired Banks.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 7.1(d) shall occur in respect of the Companyand is continuing, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable payable, and the Company Max Bermuda shall become immediately obligated to Cash Collateralize all Letters deliver to the Administrative Agent cash collateral in an amount equal to 102% of Credit, the outstanding LC Obligations all without presentment, demand, protest or notice of any kind; and, if in the case of any other Event of Default shall occur and be continuingDefault, the Administrative Agent may (andmay, and upon the written request of the Required Lenders shall) declare , terminate the Aggregate Commitments to be terminated in whole or in part and/or hereunder and declare all or any part portion of the Loans and all other Obligations hereunder to be due and payable payable, and/or demand that Max Bermuda immediately deliver to the Company immediately Administrative Agent Cash Collateralize and Cash Equivalents in an amount equal to 102% of the outstanding LC Obligations whereupon the Aggregate Commitments shall terminate and all or any Letters such portion of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (payable, and/or demand that Max Bermuda immediately deliver to the Administrative Agent Cash and Cash Equivalents in whole or in part, as applicable) and/or an amount equal to the Company shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), outstanding LC Obligations all without presentment, demand, protest or further notice of any kind. The Administrative Agent shall promptly advise the Company Borrowers of any such declaration, declaration but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall Notwithstanding the foregoing, the effect as an Event of Default of any event described in Section 7.1(a) may not be held waived except by consent of all of the Lenders and acknowledged by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may electwriting.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 shall occur in respect of the Company, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect. If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Lenders, may exercise, in addition to all other rights and remedies against the Company and each other Loan Party granted to them in this Agreement, the other Loan Documents and in any other instrument or agreement securing, evidencing or relating to the Obligations, and all rights and remedies of a creditor under any applicable law or at equity.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 shall occur in respect of the Company, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Notwithstanding the foregoing, the effect as an Event of Default of any event described in Section 13.1.1 or 13.1.4 may be waived in writing by all the Lenders, and the effect as an Event of Default or any other event described in this Section 13 may be waived in writing by the Required Lenders. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 shall occur occurs in respect of the Companyany Borrower, then the Commitments shall will immediately terminate and the Loans and all other Obligations hereunder shall under this Agreement will become immediately due and payable and the Company shall Borrowers will become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if . If any other Event of Default shall occur occurs and be is continuing, the then Administrative Agent may (and, upon the written request of the Required Lenders shall) declare declare, in a written notice to Borrower Representative, the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder under this Agreement to be due and payable and/or demand that the Company Borrowers immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall will immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall under this Agreement will become immediately due and payable (in whole or in part, as applicable) and/or the Company Borrowers shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kindkind (other than as expressly provided for above in this sentence). The Administrative Agent shall promptly advise the Company Borrower Representative of any such declaration, but failure to do so shall will not impair the effect of any such declaration. Any cash collateral delivered hereunder shall under this Agreement will be held by the Administrative Agent (without liability for interest thereon) and applied by Administrative Agent to the any remaining Obligations arising in connection with under this Agreement, and any drawing under excess will be delivered to Borrower Representative or as a Letter court of Creditcompetent jurisdiction elects. After the expiration or termination of all Letters of Credit, all such cash collateral shall will be applied by the Administrative Agent to any remaining Obligations hereunder under this Agreement and any excess shall will be delivered to the Company Borrower Representative or as a court of competent jurisdiction may elect.elects. 117

Effect of Event of Default. If any Event of Default described in Section 13.1.4 12.1.4 shall occur in respect of the Companyoccur, the Commitments Commitment (if it has not theretofore terminated) shall immediately terminate and the Loans and all other Obligations obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize cash collateralize all Letters of CreditCredit pursuant to documentation satisfactory to the Bank, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, continuing and the Administrative Agent may (and, upon the written request of the Required Lenders shall) Bank shall declare the Commitments Commitment (if it has not theretofore terminated) to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize cash collateralize all or any Letters of CreditCredit pursuant to documentation satisfactory to the Bank, whereupon then the Commitments Commitment (if it has not theretofore terminated) shall immediately terminate (or be reduced, as applicable) and/or the all Loans and all other Obligations obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the cash collateralize all Letters of Credit (all or any, as applicable)pursuant to documentation satisfactory to the Bank, all without presentment, demand, protest or notice of any kind. The Administrative Agent Bank shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Notwithstanding the foregoing, the effect as an Event of Default of any event described in this Section 12 may be waived in writing by the Bank. Any cash collateral delivered hereunder shall be held by the Administrative Agent Bank (without liability for interest thereon) and applied to the Obligations obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters each Letter of Credit, such the cash collateral related to such Letter of Credit shall be applied by the Administrative Agent Bank to any remaining Obligations obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described shall occur, InterMune may (i) by notice to Purchaser, (A) declare its commitment to accept the Acquisition Note in Section 13.1.4 shall occur in respect place of the CompanyAcquisition Installment Payments to be terminated, upon which declaration such commitment to accept the Commitments Acquisition Note shall immediately terminate forthwith terminate, and/or (B) declare the entire unpaid outstanding principal amount of the Acquisition Note and all interest accrued and unpaid on the Loans foregoing and all other Obligations hereunder to be forthwith due and payable, whereupon the Acquisition Note and all such accrued interest shall become immediately and be forthwith due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Creditpayable, all without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Purchaser; andprovided that if an event described in Section 6.01(f) or (g) shall occur, the result of which would otherwise occur only upon giving of notice by InterMune to Purchaser as specified in this clause (i) shall occur automatically, without the giving of any such notice; and (ii) whether or not the actions referred to in clause (i) have been taken, (A) exercise any or all of InterMune’s rights and remedies under the Collateral Documents, and (B) proceed to enforce all other rights and remedies available to InterMune under the Acquisition Documents and applicable law; and provided, further, that if any other an Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request occurs because of a breach of the Required Lenders shallcovenant set forth in Section 5.02(j) declare and InterMune elects to exercise its rights to the Commitments Collateral under Section 6 the Security Agreement, all obligations, whether outstanding or potentially arising in the future, owed to be terminated in whole or in part and/or declare all or any part of InterMune by Purchaser under the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments Acquisition Note shall immediately terminate (or be reduced, as applicable) and/or the Loans released and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may electterminated.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 12.1.7 shall occur in respect of the Companyoccur, the Commitments (if they have not theretofore terminated) shall immediately terminate and the Loans and all other Obligations obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shallBanks) shall declare the Commitments (if they have not theretofore terminated) to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments (if they have not theretofore terminated) shall immediately terminate (or be reduced, as applicable) and/or the all Loans and all other Obligations obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the all Letters of Credit (all or any, as applicable)Credit, all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Notwithstanding the foregoing, the effect as an Event of Default of any event described in Section 12.1.1 or Section 12.1.7 may be waived by the written concurrence of all of the Banks, and the effect as an Event of Default of any other event described in this Section 12 may be waived by the written concurrence of the Required Banks. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may electrequire.

Effect of Event of Default. If any Event of Default described in -------------------------- Section 13.1.4 8.1(d) shall occur in respect of the Companyoccur, the Commitments (if they have not theretofore -------------- terminated) shall immediately terminate and the all Loans and all interest and other Obligations amounts due hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Creditpayable, all without presentment, demand, protest demand or notice of any kindkind (all of which are hereby expressly waived by the Borrower); and, if in the case of any other Event of Default shall occur and be continuingDefault, the Administrative Agent may (andwith the consent of the Required Banks, and shall upon the written request of the Required Lenders shall) Banks, declare the Commitments (if they have not theretofore terminated) to be terminated in whole or in part and/or declare all or any part of the Loans and all interest and other Obligations amounts due hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Creditpayable, whereupon the Commitments (if they have not theretofore terminated) shall immediately terminate (or be reduced, as applicable) and/or the all Loans and all interest and other Obligations amounts due hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable)payable, all without presentment, demand, protest demand or notice of any kindkind (all of which are hereby expressly waived by the Borrower). The Administrative Agent shall promptly advise the Company Borrower and each Bank of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall Notwithstanding the foregoing, the effect as an Event of Default of any event described in Section 8.1(a) or Section 8.1(d) may be held waived by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination written -------------- -------------- concurrence of all Letters of Creditthe Banks, such cash collateral shall and the effect as an Event of Default of any other event described in Section 8.1 may be applied waived by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to written concurrence of ----------- the Company or as a court of competent jurisdiction may electRequired Banks.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 shall occur in respect -------------------------- occur, the Lender may (i) by notice to the Purchaser, (A) declare its commitment to make additional Acquisition Loans to be terminated (but not its commitment to make additional Advances under the Credit Line unless Lender has accelerated the payment of Acquisition Loans and the outstanding Credit Line), upon which declaration such commitment to make additional Acquisition Loans shall forthwith terminate, and/or (B) declare the entire unpaid principal amount of the CompanyAcquisition Loans and the Acquisition Notes, the Commitments shall immediately terminate amounts owing under the Credit Line and the Loans Line of Credit Note, all interest accrued and unpaid on the foregoing and all other Obligations hereunder to be forthwith due and payable, whereupon the Acquisition Loans and the Acquisition Notes, the Credit Line and the Line of Credit Note, all such accrued interest and all such other Obligations shall become immediately and be forthwith due and payable (and the Company Credit Line Commitment Term shall become immediately obligated to Cash Collateralize all Letters of Creditterminate), all without presentment, demand, protest or further notice of any kind; and, all of which are hereby expressly waived by the Purchaser, provided that if any other Event an event described in Section 6.01(h) or (i) shall occur, the result which would otherwise occur only upon giving of Default notice by the Lender to the Purchaser as specified in this clause (i) shall occur and be continuingautomatically, without the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company giving of any such declarationnotice; and (ii) whether or not the actions referred to in clause (i) have been taken, but failure (A) exercise any or all of the Lender's rights and remedies under the Collateral Documents, and (B) proceed to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) enforce all other rights and applied remedies available to the Obligations arising in connection with any drawing Lender under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder Acquisition Financing Documents and any excess shall be delivered to the Company or as a court of competent jurisdiction may electapplicable law.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 SECTION 13.1.5 shall occur in respect of the Companyoccur, the Commitments Revolving Loan Commitment, the Term Loan Commitment, the Working Capital Commitment and the Letter of Credit Commitment (if not theretofore terminated) shall immediately terminate and the Loans Notes and all other Obligations hereunder Liabilities (including, without limitation, all of Borrower's contingent reimbursement obligations with respect to LC Guaranties) shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Creditpayable, all without presentment, demand, protest or notice of any kind; and, if in the case of any other Event of Default shall occur and be continuingDefault, the Administrative Agent Lender may declare such Commitments (and, upon the written request of the Required Lenders shallif not theretofore terminated) declare the Commitments to be terminated in whole or in part and/or declare all or any part of and the Loans Notes and all other Obligations hereunder Liabilities (including, without limitation, all of Borrower's contingent reimbursement obligations with respect to LC Guaranties) to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Creditpayable, whereupon the such Commitments (if not theretofore terminated) shall immediately terminate and the Notes and all other Liabilities (or be reducedincluding, as applicablewithout limitation, all of Borrower's contingent reimbursement obligations with respect to LC Guaranties) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable)payable, all without presentment, demand, protest or further notice of any kind. The Administrative Agent Lender shall promptly advise the Company Borrower of any such declaration, declaration but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall Notwithstanding the foregoing, the effect as an Event of Default of any event described in SECTION 13 may be held waived by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising Lender in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may electwriting.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 13.1.3 shall occur in respect of the Companyany Borrower, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company Borrowers shall become immediately jointly and severally obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company Borrowers immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company Borrowers shall immediately become jointly and severally obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company Borrowers of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company Borrowers or as a court of competent jurisdiction may elect.. Table of Contents

Effect of Event of Default. If any Event of Default described in Section 13.1.4 shall occur in respect of the Company, the Commitments Commitment shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company Loan Parties shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent Lender may (and, upon the written request of the Required Lenders shall) declare the Commitments Commitment to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company Loan Parties immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments Commitment shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company Loan Parties shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent Lender shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent Lender (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent Lender to any remaining Obligations hereunder and any excess shall be delivered to the Company for the benefit of the Loan Parties or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 shall occur in respect of the Company, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Credit and Existing Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Credit and Existing Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit and Existing Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit or Existing Letter of Credit. After the expiration or termination of all Letters of Credit and Existing Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 shall occur in respect of the CompanyBorrower, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company Borrower shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare declare, in a written notice to Borrower Representative, the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company Borrower immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company Borrower shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kindkind (other than as expressly provided for above in this sentence). The Administrative Agent shall promptly advise the Company Borrower of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company Borrower or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section Sections 13.1.4 or 13.1.5, subject to any applicable grace periods, shall occur in respect of the Company, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Secured Obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described -------------------------- in Section 13.1.4 shall occur in respect of the Companyany Loan Party, the Commitments -------------- shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company Loan Parties shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company Loan Parties immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company Loan Parties shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company Loan Parties of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company Loan Parties or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 shall occur in respect of the Companyany Borrower, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company Borrowers shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (andshall, upon the written request of the Required Lenders shall) Lenders, declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company Borrowers immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company Borrowers shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company Borrowers of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company Borrowers or as a court of competent jurisdiction may electdirect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 shall occur in respect of the Company, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect. The Administrative Agent, at the Company’s expense, shall also be entitled to retain appraisers in form and substance acceptable to it to reappraise any or all of the Borrowing Base Properties and use the Appraised Values resulting from such appraisals in its determination of the Company’s compliance with the terms and conditions of this Agreement and in furtherance of its exercise of rights and remedies under this Agreement and the other Loan Documents. In addition to the foregoing, during the continuance of an Event of Default, the Borrower and its Subsidiaries shall not, without the Administrative Agent’s prior approval, materially modify or change their cash management arrangements, which includes, without limitation, the movement of accounts or material amounts from existing cash management banks to new cash management banks.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 14.1.7 shall occur in respect of the Company, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 Sections 13.1(h) or 13.1(i) shall occur in respect of the Companyoccur, the Commitments (if they have not theretofore terminated) shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company Borrower shall become immediately obligated to deliver to the Administrative Agent Cash Collateralize all Letters of CreditCollateral in an amount equal to the Minimum Cash Collateral Amount, all without presentment, demand, protest or notice of any kind; and, and if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, and upon the written request of the Required Lenders shall) declare the Commitments (if they have not theretofore terminated) to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company Borrower immediately deliver to the Administrative Agent Cash Collateralize all or any Letters of CreditCollateral in amount equal to the Minimum Cash Collateral Amount, whereupon the 77 Patriot National Credit Agreement Commitments (if they have not theretofore terminated) shall immediately terminate (or be reduced, as applicable) and/or the all Loans and all other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company Borrower shall immediately become obligated to deliver such Cash Collateralize Collateral to the Letters of Credit (all or any, as applicable)Administrative Agent, all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company Borrower of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral Cash Collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of CreditLC Liabilities as they become due. After the expiration or termination of all Letters of Credit, such cash collateral Cash Collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company Borrower or as a court of competent jurisdiction may elect. Without limiting the foregoing provisions of this Section 13.2, if an Event of Default exists, the Administrative Agent may exercise all rights and remedies available upon an Event of Default pursuant to the any Collateral Document, any other Loan Document and Applicable Law.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 shall occur in respect of the Companyany Borrower, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company shall Borrowers shall, jointly and severally, become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company Borrowers immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company Borrowers shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company Borrower Representative of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company Borrower Representative or as a court of competent jurisdiction may elect. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the written request of the Required Lenders shall, enforce any or all rights and remedies under any of the Loan Documents or under applicable law.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 12.1.4 shall occur in respect of the Companyoccur, the Commitments Commitment (if it has not theretofore terminated) shall immediately terminate and the Loans and all other Obligations obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Creditpayable, all without presentment, demand, protest or notice of any kindkind (except notices expressly required hereunder); and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) Lender shall declare the Commitments (if it has not theretofore terminated) to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Creditpayable, whereupon the Commitments Commitment (if it has not theretofore terminated) shall immediately terminate (or be reduced, as applicable) and/or the all Loans and all other Obligations obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable)payable, all without presentment, demand, protest or notice of any kindkind (except notices expressly required hereunder). The Administrative Agent Lender shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall Notwithstanding the foregoing, the effect as an Event of Default of any event described in Section 12.1.1 or Section 12.1.4 may be held waived by the Administrative Agent (without liability for interest thereon) written consent of Lender, and applied to the Obligations arising effect as an Event of Default of any other event described in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall this Section 12 may be applied waived by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company or as a court written consent of competent jurisdiction may electLender.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 shall occur in respect of the Companyany Loan Party, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company Companies shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company Companies immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company Companies shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company Representative of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company Companies or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in -------------------------- Section 13.1.4 12.1.4 shall occur in respect of the Companyoccur, the Commitments (if they have not theretofore -------------- terminated) shall immediately terminate and the Loans Notes and all other Obligations obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize deliver to the U.S. Agent cash collateral in an amount equal to the outstanding face amount of all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative U.S. Agent may (and, upon the written request of the Required Lenders shallBanks) shall declare the Commitments (if they have not theretofore terminated) to be terminated in whole or in part and/or declare all or any part of the Loans Notes and all other Obligations obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize deliver to the U.S. Agent cash collateral in amount equal to the outstanding face amount of all or any Letters of Credit, whereupon the Commitments (if they have not theretofore terminated) shall immediately terminate (or be reduced, as applicable) and/or the Loans all Notes and all other Obligations obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize deliver to the U.S. Agent cash collateral in an amount equal to the face amount of all Letters of Credit (all or any, as applicable)Credit, all without presentment, demand, protest or notice of any kind. The Administrative U.S. Agent shall promptly advise the Company Borrowers of any such declaration, but failure to do so shall not impair the effect of such declaration. Notwithstanding the foregoing, the effect as an Event of Default of any event described in Section 12.1.1 or -------------- Section 12.1.4 may be waived by the written concurrence of all of the Banks, and -------------- the effect as an Event of Default of any other event described in this Section ------- 12 may be waived by the written concurrence of the Required Banks. Any cash -- collateral delivered hereunder shall be held by the Administrative U.S. Agent (without liability for interest thereon) and applied to the Obligations obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative U.S. Agent to any remaining Obligations obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 shall occur in respect of the Companyoccur, the Commitments Revolving Authorization shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company Borrowers shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent Lender may (and, upon the written request of the Required Lenders shall) declare the Commitments Revolving Authorization to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company Borrowers immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments Revolving Authorization shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company Borrowers shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent Lender shall promptly advise the Company Borrowers of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent Lender (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent Lender to any remaining Obligations hereunder and any excess shall be delivered to the Company Borrowers or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 shall occur in respect of the Companyany Loan Party, the Commitments shall immediately terminate and the Revolving Loans and all other Obligations hereunder shall become immediately due and payable and the Company Loan Parties shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders Lenders, shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Revolving Loans and all other Obligations hereunder to be due and payable and/or demand that the Company Loan Parties immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Revolving Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company Loan Parties shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company Loan Party Representative of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company Loan Party Representative, on behalf of the Loan Parties, or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in -------------------------- Section 13.1.4 12.1.4 shall occur in respect of the Companyoccur, the Commitments (if they have not theretofore -------------- terminated) shall immediately terminate and the Loans Notes and all other Obligations obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize deliver to the U.S. Agent cash collateral in an amount equal to the outstanding face amount of all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative U.S. Agent may (and, upon the written request of the Required Lenders shallBanks) shall declare the Commitments (if they have not theretofore terminated) to be terminated in whole or in part and/or declare all or any part of the Loans Notes and all other Obligations obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize deliver to the U.S. Agent cash collateral in an amount equal to the outstanding face amount of all or any Letters of Credit, whereupon the Commitments (if they have not theretofore terminated) shall immediately terminate (or be reduced, as applicable) and/or the Loans all Notes and all other Obligations obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize deliver to the U.S. Agent cash collateral in an amount equal to the face amount of all Letters of Credit (all or any, as applicable)Credit, all without presentment, demand, protest or notice of any kind. The Administrative U.S. Agent shall promptly advise the Company Borrowers of any such declaration, but failure to do so shall not impair the effect of such declaration. Notwithstanding the foregoing, the effect as an Event of Default of any event described in Section 12.1.1 or Section 12.1.4 may be waived by the -------------- -------------- written concurrence of all of the Banks, and the effect as an Event of Default of any other event described in this Section 12 may be waived by the written ---------- concurrence of the Required Banks. Any cash collateral delivered hereunder shall be held by the Administrative U.S. Agent (without liability for interest thereon) and applied to the Obligations obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative U.S Agent to any remaining Obligations obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 shall occur in respect of the Companyoccur, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company Borrower shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company Borrower immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company Borrower shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company Borrower of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company Borrower or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 shall occur in respect of the Company, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and 1377643.07 other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company or as a court of competent jurisdiction may elect. If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Lenders, may exercise, in addition to all other rights and remedies against the Company and each other Loan Party granted to them in this Agreement, the other Loan Documents and in any other instrument or agreement securing, evidencing or relating to the Obligations, and all rights and remedies of a creditor under any applicable law or at equity.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 12.1.5 shall occur in respect of the Companyoccur, the Commitments (if they have not theretofore terminated) shall immediately terminate and the Loans and all other Obligations obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize deliver to the Administrative Agent cash collateral in an amount equal to the outstanding face amount of all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shallLenders) shall declare the Commitments (if they have not theretofore terminated) to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations obligations hereunder to be due and payable and/or demand that the Company immediately Cash Collateralize deliver to the Administrative Agent cash collateral in amount equal to the outstanding face amount of all or any Letters of Credit, whereupon the Commitments (if they have not theretofore terminated) shall immediately terminate (or be reduced, as applicable) and/or the all Loans and all other Obligations obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize deliver to the Administrative Agent cash collateral in an amount equal to the face amount of all Letters of Credit (all or any, as applicable)Credit, all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) Agent, and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company or Company's obligations, as a court of competent jurisdiction may electdescribed in Section 2.3.6.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 shall occur in respect of any of the CompanyLoan Parties, the Commitments shall immediately terminate and the Revolving Loans and all other Obligations hereunder shall become immediately due and payable and the Company Companies shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may (and, upon the written request of the Required Lenders shall) declare the Commitments to be terminated in whole or in part and/or declare all or any part of the Revolving Loans and all other Obligations hereunder to be due and payable and/or demand that the Company Companies immediately Cash Collateralize all or any Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Revolving Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or the Company Companies shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind. The Administrative Agent shall promptly advise the Company Companies of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) and applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination or cancellation of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder and any excess shall be delivered to the Company Companies or as a court of competent jurisdiction may elect.

Effect of Event of Default. If any Event of Default described in Section 13.1.4 shall occur in respect of the Company, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and the Company shall become immediately obligated to Cash Collateralize all Letters of Credit, all without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, the Administrative Agent may shall, at the request of, or may, with the consent of, the Majority Banks, (andi) by notice to the Borrower, upon the written request of the Required Lenders shall(A) declare the Commitments of the Banks (other than their respective L/C Commitments with respect to outstanding Letters of Credit) and any obligations of the Issuing Bank to issue, amend or renew Letters of Credit, to be terminated in whole terminated, whereupon the same shall forthwith terminate, and (B) declare an amount equal to the maximum aggregate amount that is or in part and/or at any time thereafter may become available for drawing under any outstanding Letters of Credit (whether or not any beneficiary shall have presented, or shall be entitled at such time to present, the drafts or other documents required to draw under such Letters of Credit) to be immediately due and payable, and declare all or any part the entire unpaid principal amount of the Loans and the Revolving Notes, all interest accrued and unpaid thereon and all other Obligations hereunder to be forthwith due and payable and/or demand that the Company immediately Cash Collateralize all or any payable, whereupon such amount with respect to Letters of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and the Revolving Notes, all such accrued interest and all such other Obligations hereunder shall become immediately and be forthwith due and payable (in whole or in partpayable, as applicable) and/or the Company shall immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or further notice of any kind. The Administrative , all of which are hereby expressly waived by the Borrower; provided that if an event described in Sections 11.01(e) or 11.01(f) shall occur, the result which would otherwise occur only upon giving of notice by the Agent to the Borrower as specified in this clause (i) shall promptly advise occur automatically, without the Company giving of any such declarationnotice; and (ii) whether or not the actions referred to in clause (i) have been taken, but failure (A) exercise any or all of the Agent's rights and remedies under the Collateral Documents, and (B) proceed to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by the Administrative Agent (without liability for interest thereon) enforce all other rights and applied remedies available to the Obligations arising in connection with any drawing Agent and the Banks under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by the Administrative Agent to any remaining Obligations hereunder Loan Documents and any excess shall be delivered to the Company or as a court of competent jurisdiction may electapplicable law.