Common use of Failure of Security Clause in Contracts

Failure of Security. Any Collateral Document shall, at any time, cease to be in full force and effect (other than by reason of a release of Collateral in accordance with the terms thereof) or shall be declared null and void, or the validity or enforceability thereof shall be contested by any Loan Party, or Collateral Agent shall not have or cease to have a valid and perfected First Priority 128 security interest in the Collateral securing the Obligations (other than as a result of a failure by the relevant recording office to record or to register any material Closing Date Mortgage or Additional Mortgage (such materiality to be determined individually and in the aggregate): THEN (i) upon the occurrence of any Event of Default described in subsection 8.6 or 8.7, each of (a) the unpaid principal amount of and accrued interest on the Loans, (b) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit) and (c) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Company, and the obligation of each Lender to make any Loan, the obligation of US Administrative Agent to issue any Letter of Credit and the right of any Lender having a US Tranche Revolving Loan Commitment to issue any Letter of Credit hereunder shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, US Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to Company and Canadian Borrower, declare all or any portion of the amounts described in clauses (a) through (c) above to be, and the same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any Loan, the obligation of US Administrative Agent to issue any Letter of Credit and the right of any Lender having a US Tranche Revolving Loan Commitment to issue any Letter of Credit hereunder shall thereupon terminate; provided that the foregoing shall not affect in any way the obligations of Lenders having a US Tranche Revolving Loan Commitment under Subsection 3.3C(i). Any amounts described in clause (b) of the preceding paragraph, when received by US Administrative Agent, shall be held by US Administrative Agent pursuant to the terms of the Collateral Account Agreement and shall be applied as therein provided. Notwithstanding anything contained in the second preceding paragraph, if at any time within 60 days after an acceleration of the Loans pursuant to such paragraph Borrowers shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to subsection 10.6, then Requisite Lenders, by written notice to Company and Canadian Borrower, may at their option rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended to benefit Company or Canadian Borrower and do not grant Company or Canadian Borrower the right to require Lenders to rescind or annul any acceleration hereunder, even if the conditions set forth herein are met. 129

Failure of Security. Any Collateral Document shall, at any time, cease to be in full force and effect (other than by reason of a release of Collateral thereunder in accordance with the terms hereof or thereof, the satisfaction in full of the Obligations or any other termination of such Collateral Document in accordance with the terms hereof or thereof) or shall be declared null and void, or the validity or enforceability thereof shall be contested in writing by any Loan Party, or the Collateral Agent shall not have or shall cease to have a valid and perfected First Priority 128 security interest in any Collateral purported to be covered thereby, perfected and with at least the Collateral securing the Obligations (other than as a result of a failure priority required by the relevant recording office Collateral Document, in each case in excess of a period of five (5) Business Days and for any reason other than the failure of the Collateral Agent, the Administrative Agent or any Lender to record or take any action within its control, subject only to register any material Closing Date Mortgage or Additional Mortgage (such materiality to be determined individually Liens permitted under the applicable Collateral Documents and in the aggregate): Permitted Liens; THEN (i) upon the occurrence of any Event of Default described in subsection 8.6 or 8.7, each of (a) the unpaid principal amount of and accrued interest on the Term Loans, and (b) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit) and (c) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by the Company, and the obligation of each Lender to make any Term Loan, the obligation of US Administrative Agent to issue any Letter of Credit and the right of any Lender having a US Tranche Revolving Loan Commitment to issue any Letter of Credit hereunder shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, US the Administrative Agent shall, upon the written request or with of the written consent of Requisite Lenders, by written notice to Company and Canadian Borrowerthe Company, declare all or any portion of the amounts described in clauses (a) through and (cb) above to be, and the same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any Loan, the obligation of US Administrative Agent to issue any Letter of Credit and the right of any Lender having a US Tranche Revolving Loan Commitment to issue any Letter of Credit hereunder shall thereupon terminate; provided that the foregoing shall not affect in any way the obligations of Lenders having a US Tranche Revolving Loan Commitment under Subsection 3.3C(i). Any amounts described in clause (b) of the preceding paragraph, when received by US Administrative Agent, shall be held by US Administrative Agent pursuant to the terms of the Collateral Account Agreement and shall be applied as therein provided. Notwithstanding anything contained in the second preceding paragraph, if at any time within 60 sixty (60) days after an acceleration of the Term Loans pursuant to such paragraph Borrowers the Company shall pay all arrears of interest inter- est and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default Defaults and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Term Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to subsection 10.610.5, then the Requisite Lenders, by written notice to Company and Canadian Borrowerthe Company, may at their option rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind the Lenders to a decision which may be made at the election of the Requisite Lenders and are not intended to benefit the Company or Canadian Borrower and do not grant the Company or Canadian Borrower the right to require the Lenders to rescind or annul any acceleration hereunderhereunder or preclude the Agents or the Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth herein in this paragraph are met. 129.

Failure of Security. Any Collateral Document shall, at any time, cease to be in full force and effect (other than by reason of a release of Collateral in accordance with the terms thereof) or shall be declared null and void, or the validity or enforceability thereof shall be contested by any Loan Party, or Collateral Agent shall not have or cease to have a valid and perfected First Second Priority 128 security interest in the Collateral securing the Obligations (other than as a result of a failure by the relevant recording office to record or to register any material Closing Date Mortgage or Additional Mortgage (such materiality to be determined individually and in the aggregate): THEN ): (i) upon the occurrence of any Event of Default described in subsection 8.6 or 8.7, each of (a) the unpaid principal amount of and accrued interest on the Loans, and (b) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit) and (c) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Company, and the obligation of each Lender to make any Loan, the obligation of US Administrative Agent to issue any Letter of Credit and the right of any Lender having a US Tranche Revolving Loan Commitment to issue any Letter of Credit hereunder shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, US Administrative Agent shall, upon the written request or with the written consent of 110 Requisite Lenders, by written notice to Company and Canadian BorrowerCompany, declare all or any portion of the amounts described in clauses (a) through (cb) above to be, and the same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any Loan, the obligation of US Administrative Agent to issue any Letter of Credit and the right of any Lender having a US Tranche Revolving Loan Commitment to issue any Letter of Credit hereunder shall thereupon terminate; provided that the foregoing shall not affect in any way the obligations of Lenders having a US Tranche Revolving Loan Commitment under Subsection 3.3C(i). Any amounts described in clause (b) of the preceding paragraph, when received by US Administrative Agent, shall be held by US Administrative Agent pursuant to the terms of the Collateral Account Agreement and shall be applied as therein provided. Notwithstanding anything contained in the second preceding paragraph, if at any time within 60 days after an acceleration of the Loans pursuant to such paragraph Borrowers Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to subsection 10.6, then Requisite Lenders, by written notice to Company and Canadian BorrowerCompany, may at their option rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended to benefit Company or Canadian Borrower and do not grant Company or Canadian Borrower the right to require Lenders to rescind or annul any acceleration hereunder, even if the conditions set forth herein are met. 129.

Failure of Security. Any Collateral Document shall, at any time, cease to be in full force and effect (other than by reason of a release of Collateral in accordance with the terms thereof) or shall be declared null and void, or the validity or enforceability thereof shall be contested by any Loan Party, or Collateral Agent shall not have or cease to have a valid and perfected First Priority 128 security interest Lien in the Collateral securing the Obligations (other than as a result of a failure by the relevant recording office to record or to register any material Closing Date Mortgage or Additional Mortgage (such materiality to be determined individually and in the aggregate): Collateral: THEN (i) upon the occurrence of any Event of Default described in subsection 8.6 or 8.7, each of (a) the unpaid principal amount of and accrued interest on the Loans, (b) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit) ), and (c) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Company, and the obligation of each Lender to make any Loan, the obligation of US Administrative Agent to issue any Letter of Credit and the right of any Lender having a US Tranche Revolving Loan Commitment to issue any Letter of Credit hereunder shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, US Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to Company and Canadian BorrowerCompany, declare all or any portion of the amounts described in clauses (a) through (c) above to be, and the same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any Loan, the obligation of US Administrative Agent to issue any Letter of Credit and the right of any Lender having a US Tranche Revolving Loan Commitment to issue any Letter of Credit hereunder shall thereupon terminate; provided that the foregoing shall not affect in any way the obligations of Lenders having a US Tranche Revolving Loan Commitment under Subsection subsection 3.3C(i). Any amounts described in clause (b) of the preceding paragraphabove, when received by US Administrative Agent, shall be held by US Administrative Agent pursuant to the terms of the Collateral Account Security Agreement and shall be applied as therein provided. Notwithstanding anything contained in the second preceding paragraph, if at any time within 60 days after an acceleration of the Loans pursuant to such paragraph Borrowers Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to subsection 10.6, then Requisite Lenders, by written notice to Company and Canadian BorrowerCompany, may at their option rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended intended, directly or indirectly, to benefit Company or Canadian Borrower Company, and do such provisions shall not at any time be construed so as to grant Company or Canadian Borrower the right to require Lenders to rescind or annul any acceleration hereunderhereunder or to preclude Agent or Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth herein in this paragraph are met. 129.

Failure of Security. Any From and after the execution, acknowledgement and filing of any Collateral Document shallby Company, at or any timeSubsidiary any such Collateral Document shall be revoked by Company, or such Subsidiary or shall be declared by a court of competent jurisdiction to be null and void or shall cease to be in full force and effect (other than by reason of a release of Collateral in accordance with the terms thereof) or shall be declared null and void, or the validity or enforceability thereof shall be contested by any Loan Party, or Collateral Agent shall not have or cease to have a valid and perfected First Priority 128 security interest in the Collateral securing the Obligations (other than as a result of a failure by the relevant recording office to record any change in law; or to register Company, or any Subsidiary that has executed any Collateral Document shall default in any material Closing Date Mortgage respect in the performance or Additional Mortgage (such materiality observance of any material term, covenant, condition or agreement on its part to be determined individually performed or observed under such Collateral Document beyond any applicable grace period; or Lenders shall fail to have a valid, perfected and enforceable first priority Lien (subject to the Liens permitted by subsection 6.2) on Company's, or any Subsidiary's (that has executed any Collateral Document) right, title and interest in all or any material portion of the aggregate): THEN capital stock described therein as a result of any change in law, the expiration of any required filings or recordations with respect thereto, the declaration by a court of competent jurisdiction that such Lien is null and void or the imposition of any priming Lien under applicable state or federal law; or Company shall contest in any manner that such Collateral Document constitutes its valid and enforceable agreement or shall assert in any manner that it has no further obligation or liability under such Collateral Documents; (i) upon the occurrence of any Event of Default described in subsection 8.6 7.6 or 8.77.7, each of (a) the unpaid principal amount of and accrued interest on the Loans, (b) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit) and (c) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Company, and the obligation of each Lender to make any Loan, the obligation of US Administrative Agent to issue any Letter of Credit and the right of any Lender having a US Tranche Revolving Loan Commitment to issue any Letter of Credit hereunder shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, US Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to Company and Canadian BorrowerCompany, declare all or any portion of the amounts described in clauses (a) through and (cb) above to be, and the same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any Loan, the obligation of US Administrative Agent to issue any Letter of Credit and the right of any Lender having a US Tranche Revolving Loan Commitment to issue any Letter of Credit hereunder shall thereupon terminate; provided that the foregoing shall not affect in any way the obligations of Lenders having a US Tranche Revolving Loan Commitment under Subsection 3.3C(i). Any amounts described in clause (b) of the preceding paragraph, when received by US Administrative Agent, shall be held by US Administrative Agent pursuant to the terms of the Collateral Account Agreement and shall be applied as therein provided. Notwithstanding anything contained in the second preceding paragraph, if at any time within 60 days after an acceleration of the Loans pursuant to such paragraph Borrowers Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to subsection 10.69.5, then Requisite Lenders, by written notice to Company and Canadian BorrowerCompany, may at their option rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended to benefit Company or Canadian Borrower and do not grant Company or Canadian Borrower the right to require Lenders to rescind or annul any acceleration hereunder, even if the conditions set forth herein are met. 129.

Failure of Security. Any Collateral Document shall, at any time, cease to be in full force and effect (other than by reason of a release of Collateral in accordance with the terms thereof) or shall be declared null and void, or the validity or enforceability thereof shall be contested by any Loan Party, or Collateral Agent shall not have or cease to have a valid and perfected First Priority 128 first priority security interest in the Collateral securing the Obligations (other than as a result of a failure by the relevant recording office to record or to register any material Closing Date Mortgage or Additional Mortgage (such materiality purported to be determined individually and covered (excluding Collateral having a fair market value in the aggregate): THEN aggregate of up to $100,000); (i) upon the occurrence of any Event of Default described in subsection 8.6 or 8.7, each of (a) the unpaid principal amount of and accrued interest on the Loans, (b) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit) ), and (c) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Companyeach Borrower, and the obligation of each Lender to make any Loan, the obligation of US Administrative Agent to issue any Letter of Credit and the right of any Lender having a US Tranche Revolving Loan Commitment to issue any Letter of Credit hereunder shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, US Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to Company and Canadian each Borrower, declare all or any portion of the amounts described in clauses (a) through (c) above to be, and the same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any Loan, the obligation of US Administrative Agent to issue any Letter of Credit and the right of any Lender having a US Tranche Revolving Loan Commitment to issue any Letter of Credit hereunder shall thereupon terminate; provided that the foregoing shall not affect in any way the -------- obligations of Lenders having a US Tranche Revolving Loan Commitment under Subsection subsection 3.3C(i) or the obligations of Lenders to purchase participations in any unpaid Swing Line Loans as provided in subsection 2.1A(v). Any amounts described in clause (b) of the preceding paragraphabove, when received by US Administrative Agent, shall be held by US Administrative Agent pursuant to the terms of the Collateral Account Agreement and shall be applied as therein provided. Notwithstanding anything contained in the second preceding paragraph, if at any time within 60 days after an acceleration of the Loans pursuant to such paragraph Borrowers each Borrower shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to subsection 10.6, then Requisite Lenders, by written notice to Company and Canadian each Borrower, may at their option rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of 132 Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended to benefit Company or Canadian any Borrower and do not grant Company or Canadian any Borrower the right to require Lenders to rescind or annul any acceleration hereunder, even if the conditions set forth herein are met. 129.

Failure of Security. Any Collateral Document shall, at any time, cease to be in full force and effect (other than by reason of a release of Collateral thereunder in accordance with the terms hereof or thereof, the satisfaction in full of the Obligations (other than indemnification obligations not due and payable) or any other termination of such Collateral Document in accordance with the terms hereof or thereof) or shall be declared null and void, or the validity or enforceability thereof shall be contested in writing by any Loan Party, or the Collateral Agent shall not have or shall cease to have a valid and perfected First Priority 128 security interest in any Collateral purported to be covered thereby having a fair market value exceeding $750,000, perfected and with the Collateral securing the Obligations (other than as a result of a failure priority required by the relevant recording office Collateral Document, for any reason other than the failure of the Collateral Agent, the Administrative Agent or any Lender to record or take any action within its control, subject only to register any material Closing Date Mortgage or Additional Mortgage (such materiality to be determined individually and in Liens permitted under the aggregate): THEN applicable Collateral Documents; (i) upon the occurrence of any Event of Default described in subsection 8.6 or 8.7, each of (a) the unpaid principal amount of and accrued interest on the Loans, (b) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit) and (c) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Company, and the obligation of each Lender to make any Loan, the obligation of US Administrative Agent the Issuing Bank to issue any Letter of Credit and the right of any Lender having a US Tranche Revolving Loan Commitment to issue any Letter of Credit hereunder shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, US the Administrative Agent shall, upon the written request or with of the written consent of Requisite Lenders, by written notice to Company and Canadian BorrowerCompany, declare all or any portion of the amounts described in clauses (a) through (c) above to be, and the same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any Loan, Loan and the obligation of US Administrative Agent the Issuing Bank to issue any Letter of Credit and the right of any Lender having a US Tranche Revolving Loan Commitment to issue any Letter of Credit hereunder shall thereupon terminate; provided that the foregoing shall -------- not affect in any way the obligations of the Lenders having a US Tranche Revolving Loan Commitment under Subsection subsection 3.3C(i). Any amounts described in clause (bi)(b) of the preceding paragraphabove, when received by US the Administrative Agent or the Collateral Agent, shall be held by US Administrative the Collateral Agent pursuant to the terms of the Collateral Account Agreement and shall be applied as therein provided. Notwithstanding anything contained in the second preceding paragraph, if at any time within 60 sixty (60) days after an acceleration of the Loans pursuant to such paragraph Borrowers Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default Defaults and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to subsection 10.6, then the Requisite Lenders, by written notice to Company and Canadian BorrowerCompany, may at their option rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind the Lenders to a decision which may be made at the election of the Requisite Lenders and are not intended to benefit Company or Canadian Borrower and do not grant Company or Canadian Borrower the right to require the Lenders to rescind or annul any acceleration hereunderhereunder or preclude the Agents or the Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth herein in this paragraph are met. 129.

Failure of Security. Any Collateral Document shall, at any time, cease to be in full force and effect (other than by reason of a release of Collateral in accordance with the terms thereof) or shall be declared null and void, or the validity or enforceability thereof shall be contested by any Loan Party, or Collateral Agent shall not have or cease to have a valid and perfected First Priority 128 first priority security interest in the Collateral securing the Obligations (other than as a result of a failure by the relevant recording office to record or to register any material Closing Date Mortgage or Additional Mortgage (such materiality purported to be determined individually and covered (excluding Collateral having a fair market value in the aggregate): THEN aggregate of up to $100,000); (i) upon the occurrence of any Event of Default described in subsection 8.6 or 8.7, each of (a) the unpaid principal amount of and accrued interest on the Loans, (b) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit) ), and (c) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Companyeach Borrower, and the obligation of each Lender to make any Loan, the obligation of US Administrative Agent to issue any Letter of Credit and the right of any Lender having a US Tranche Revolving Loan Commitment to issue any Letter of Credit hereunder shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, US Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to Company and Canadian each Borrower, declare all or any portion of the amounts described in clauses (a) through (c) above to be, and the same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any Loan, the obligation of US Administrative Agent to issue any Letter of Credit and the right of any Lender having a US Tranche Revolving Loan Commitment to issue any Letter of Credit hereunder shall thereupon terminate; provided that the foregoing shall not affect in any way the -------- obligations of Lenders having a US Tranche Revolving Loan Commitment under Subsection subsection 3.3C(i) or the obligations of Lenders to purchase participations in any unpaid Swing Line Loans as provided in subsection 2.1A(v). Any amounts described in clause (b) of the preceding paragraphabove, when received by US Administrative Agent, shall be held by US Administrative Agent pursuant to the terms of the Collateral Account Agreement and shall be applied as therein provided. Notwithstanding anything contained in the second preceding paragraph, if at any time within 60 days after an acceleration of the Loans pursuant to such paragraph Borrowers each Borrower shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to subsection 10.6, then Requisite Lenders, by written notice to Company and Canadian each Borrower, may at their option rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended to benefit Company or Canadian any Borrower and do not grant Company or Canadian any Borrower the right to require Lenders to rescind or annul any acceleration hereunder, even if the conditions set forth herein are met. 129.

Failure of Security. Any Collateral Document shall, at any time, cease to be in full force and effect (other than by reason of a release of Collateral in accordance with the terms thereof) or shall be declared null and void, or the validity or enforceability thereof shall be contested by any Loan Party, or Collateral Agent shall not have or cease to have a valid and perfected First Priority 128 security interest Lien in the Collateral securing the Obligations (other than as a result of a failure by the relevant recording office to record or to register any material Closing Date Mortgage or Additional Mortgage (such materiality to be determined individually and in the aggregate): Collateral: THEN (i) upon the occurrence of any Event of Default described in subsection 8.6 or 8.7, each of (a) the unpaid principal amount of and accrued interest on the Loans, (b) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit) ), and (c) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by CompanyBorrower, and the obligation of each Lender to make any Loan, the obligation of US Administrative Agent to issue any Letter of Credit and the right of any Lender having a US Tranche Revolving Loan Commitment to issue any Letter of Credit hereunder shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, US Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to Company and Canadian Borrower, declare all or any portion of the amounts described in clauses (a) through (c) above to be, and the same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any Loan, the obligation of US Administrative Agent to issue any Letter of Credit and the right of any Lender having a US Tranche Revolving Loan Commitment to issue any Letter of Credit hereunder shall thereupon terminate; provided that the foregoing shall not affect in any way the obligations of Lenders having a US Tranche Revolving Loan Commitment under Subsection subsection 3.3C(i). Any amounts described in clause (b) of the preceding paragraphabove, when received by US Administrative Agent, shall be held by US Administrative Agent pursuant to the terms of the Collateral Account Security Agreement and shall be applied as therein provided. Notwithstanding anything contained in the second preceding paragraph, if at any time within 60 days after an acceleration of the Loans pursuant to such paragraph Borrowers Borrower shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to subsection 10.6, then Requisite Lenders, by written notice to Company and Canadian Borrower, may at their option rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended intended, directly or indirectly, to benefit Company or Canadian Borrower Borrower, and do such provisions shall not at any time be construed so as to grant Company or Canadian Borrower the right to require Lenders to rescind or annul any acceleration hereunderhereunder or to preclude Agent or Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth herein in this paragraph are met. 129Section 9. AGENT

Failure of Security. Any Collateral Document shall, at any time, cease to be in full force and effect (other than by reason of a release of Collateral in accordance with the terms thereof) or shall be declared null and void, or the validity or enforceability thereof shall be contested by any Loan Party, or Collateral Administrative Agent shall not have or cease to have a valid and perfected First Priority 128 security interest in the Collateral securing the Obligations (other than as a result of a failure by the relevant recording office to record or to register any material Closing Date Mortgage or Additional Mortgage (such materiality to be determined individually and in the aggregate): Collateral: THEN (i) upon the occurrence of any Event of Default described in subsection 8.6 or 8.7, each of (a) the unpaid principal amount of and accrued interest on the Loans, (b) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit) ), and (c) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Company, and the obligation of each Lender to make any Loan, the obligation of US Administrative Agent to issue any Letter of Credit and the right of any Lender having a US Tranche Revolving Loan Commitment to issue any Letter of Credit hereunder shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, US Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to Company and Canadian BorrowerCompany, declare all or any portion of the amounts described in clauses (a) through (c) above to be, and the same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any Loan, the obligation of US Administrative Agent to issue any Letter of Credit and the right of any Lender having a US Tranche Revolving Loan Commitment to issue any Letter of Credit hereunder shall thereupon terminate; provided that the -------- foregoing shall not affect in any way the obligations of Lenders having a US Tranche Revolving Loan Commitment under Subsection subsection 3.3C(i). Any amounts described in clause (b) of the preceding paragraphabove, when received by US Administrative Agent, shall be held by US Administrative Agent pursuant to the terms of the Collateral Account Agreement and shall be applied as therein provided. 123 Notwithstanding anything contained in the second preceding paragraph, if at any time within 60 days after an acceleration of the Loans pursuant to such paragraph Borrowers Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to subsection 10.6, then Requisite Lenders, by written notice to Company and Canadian BorrowerCompany, may at their option rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended to benefit Company or Canadian Borrower and do not grant Company or Canadian Borrower the right to require Lenders to rescind or annul any acceleration hereunder, even if the conditions set forth herein are met. 129.

Failure of Security. Any Collateral Document shall, at any time, cease to be in full force and effect (other than by reason of a release of Collateral thereunder in accordance with the terms hereof or thereof, the satisfaction in full of the Obligations (other than indemnification obligations not due and payable) or any other termination of such Collateral Document in accordance with the terms hereof or thereof) or shall be declared null and void, or the validity or enforceability thereof shall be contested in writing by any Loan Party, or the Collateral Agent shall not have or shall cease to have a valid and perfected First Priority 128 security interest in any Collateral purported to be covered thereby having a fair market value exceeding $1,000,000, perfected and with the Collateral securing the Obligations (other than as a result of a failure priority required by the relevant recording office Collateral Document, for any reason other than the failure of the Collateral Agent, the Administrative Agent or 115 any Lender to record or take any action within its control, subject only to register any material Closing Date Mortgage or Additional Mortgage (such materiality to be determined individually and in Liens permitted under the aggregate): applicable Collateral Documents; THEN (i) upon the occurrence of any Event of Default described in subsection 8.6 or 8.7, each of (a) the unpaid principal amount of and accrued interest on the Loans, (b) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit) and (c) all other Obligations Obligations, shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by ChipPAC and Company, and the obligation of each Lender to make any Loan, Loan and the obligation of US Administrative Agent the Issuing Bank to issue any Letter of Credit and the right of any Lender having a US Tranche Revolving Loan Commitment to issue any Letter of Credit hereunder shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, US the Administrative Agent shall, upon the written request or with of the written consent of Requisite Lenders, by written notice to Company and Canadian BorrowerCompany, declare all or any portion of the amounts described in clauses (a) through (c) above to be, and the same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any Loan, Loan and the obligation of US Administrative Agent the Issuing Bank to issue any Letter of Credit and the right of any Lender having a US Tranche Revolving Loan Commitment to issue any Letter of Credit hereunder shall thereupon terminate; provided that the foregoing -------- shall not affect in any way the obligations of the Lenders having a US Tranche Revolving Loan Commitment under Subsection subsection 3.3C(i). Any amounts described in clause (b) of the preceding paragraph, when received by US Administrative Agent, shall be held by US Administrative Agent pursuant to the terms of the Collateral Account Agreement and shall be applied as therein provided. Notwithstanding anything contained in the second preceding paragraph, if at any time within 60 sixty (60) days after an acceleration of the Loans pursuant to such paragraph Borrowers Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default Defaults and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to subsection 10.6, then the Requisite Lenders, by written notice to Company and Canadian BorrowerCompany, may at their option rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind the Lenders to a decision which may be made at the election of the Requisite Lenders and are not intended to benefit Company or Canadian Borrower and do not grant Company or Canadian Borrower the right to require the Lenders to rescind or annul any acceleration hereunderhereunder or preclude the Agents or the Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth herein in this paragraph are met. 129.

Failure of Security. Any Upon execution and delivery thereof, any Shared Collateral Document shall, at any time, cease to be in full force and effect (other than by reason of a release of Collateral thereunder in accordance with the terms hereof or thereof, the satisfaction in full of the Obligations or any other termination of such Shared Collateral Document in accordance with the terms hereof or thereof) or shall be declared null and void, or the validity or enforceability thereof shall be contested in writing by any Loan Party, or Collateral Agent shall not have or shall cease to have have, for any reason other than the failure of Collateral Agent or any Lender to take any action within its control, a valid and perfected First Priority 128 security interest in any Collateral purported to be covered thereby having a fair market value individually or in the Collateral securing aggregate exceeding $500,000, perfected and with the Obligations (other than as a result of a failure priority required by this Agreement and the relevant recording office Shared Collateral Document and subject only to record or to register any material Closing Date Mortgage or Additional Mortgage (such materiality to be determined individually Liens permitted under this Agreement and in the aggregate): applicable Shared Collateral Document; THEN (i) upon the occurrence of any Event of Default described in subsection 8.6 or 8.7, each of (a) the unpaid principal amount of and accrued interest on the Loans, Loans and (b) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit) and (c) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Company, and the obligation of each Lender to make any Loan, the obligation of US Administrative Agent to issue any Letter of Credit and the right of any Lender having a US Tranche Revolving Loan Commitment to issue any Letter of Credit hereunder shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, US Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to Company and Canadian BorrowerCompany, declare all or any portion of the amounts described in clauses (a) through and (cb) above to be, and the same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any Loan, the obligation of US Administrative Agent to issue any Letter of Credit and the right of any Lender having a US Tranche Revolving Loan Commitment to issue any Letter of Credit hereunder shall thereupon terminate; provided that the foregoing shall not affect in any way the obligations of Lenders having a US Tranche Revolving Loan Commitment under Subsection 3.3C(i). Any amounts described in clause (b) of the preceding paragraph, when received by US Administrative Agent, shall be held by US Administrative Agent pursuant to the terms of the Collateral Account Agreement and shall be applied as therein provided. Notwithstanding anything contained in the second preceding paragraph, if at any time within 60 days after an acceleration of the Loans pursuant to clause (ii) of such paragraph Borrowers Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to subsection 10.6, then Requisite Lenders, by written notice to Company and Canadian BorrowerCompany, may at their option rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended to benefit Company or Canadian Borrower and do not grant Company or Canadian Borrower Company, at any time, the right to require Lenders to rescind or annul any acceleration hereunderhereunder or preclude Lenders from exercising any of their rights or remedies, even if the conditions set forth herein are met. 129.

Failure of Security. Any Collateral Document shall, at any time, cease to be in full force and effect (other than by reason of a release of Collateral in accordance with the terms thereof) or shall be declared null and void, or the validity or enforceability thereof shall be contested by any Loan Party, or Collateral Administrative Agent shall not have or cease to have a valid and perfected First Priority 128 first priority security interest in the Collateral securing the Obligations (other than as a result of a failure by the relevant recording office Collateral, subject to record or to register any material Closing Date Mortgage or Additional Mortgage (such materiality to be determined individually and in the aggregate): THEN Permitted Liens: (i) upon the occurrence of any Event of Default described in subsection Sections 8.6 or 8.7, each of (a) the unpaid principal amount of and accrued interest on the Loans, (b) an amount equal to the maximum amount that may at any time be drawn under all Standby Letters of Credit then outstanding (whether or not any beneficiary under any such Standby Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Standby Letter of Credit) ), and (c) all 108 116 other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by CompanyBorrowers, and the obligation of each Lender to make any Loan, the obligation of US Administrative Agent to issue any Standby Letter of Credit and the right of any Lender having a US Tranche Revolving Loan Commitment to issue any Standby Letter of Credit hereunder shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, US Administrative Agent shall, upon the written request or with the written consent of the Requisite Lenders, by written notice to Company and Canadian BorrowerBorrowers, declare all or any portion of the amounts described in clauses (a) through (c) above to be, and the same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any Loan, the obligation of US Administrative Agent to issue any Standby Letter of Credit and the right of any Lender having a US Tranche Revolving Loan Commitment to issue any Standby Letter of Credit hereunder shall thereupon terminate; provided that the foregoing shall not affect in any way the obligations of Lenders having a US Tranche Revolving Loan Commitment under Subsection Section 3.3C(i). Any amounts described in clause (b) of the preceding paragraphabove, when received by US Administrative Agent, shall be held by US Administrative Agent pursuant to the terms of the Collateral Account Agreement and shall be applied as therein provided. Notwithstanding anything contained in the second preceding paragraph, if at any time within 60 days after an acceleration of the Loans pursuant to such paragraph Borrowers shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to subsection Section 10.6, then the Requisite Lenders, by written notice to Company and Canadian BorrowerBorrowers, may at their option rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of the Requisite Lenders and are not intended to benefit Company or Canadian Borrower Borrowers and do not grant Company or Canadian Borrower Borrowers the right to require Lenders to rescind or annul any acceleration hereunder, even if the conditions set forth herein are met. 129.

Failure of Security. Any From and after the execution, acknowledgment, and filing of any Collateral Document shallby any Obligor, at any time, such Collateral Document shall be revoked by such Obligor or shall be declared by a court of competent jurisdiction to be null and void or shall cease to be in full force and effect as a result of any change in any Legal Requirement; or Lenders shall fail to have a valid, perfected, and enforceable first priority Lien (other than subject to Permitted Encumbrances) on any Obligor's right, title, and interest in all the Collateral as a result of any change in any Legal Requirements, the expiration of any required filings or recordations with respect to the Collateral Documents, the declaration by reason a court of a release of Collateral in accordance with the terms thereof) or shall be declared competent jurisdiction that such Lien is null and void, or the validity imposition of any priming Lien under applicable Legal Requirement; or enforceability thereof any Obligor shall be contested by contest in any Loan Party, or manner that such Collateral Agent shall not have or cease to have a Document constitutes its valid and perfected First Priority 128 security interest enforceable agreement or shall assert in the any manner that it has no further obligation or liability under such Collateral securing the Obligations Documents; (other than as a result of a failure by the relevant recording office to record or to register any material Closing Date Mortgage or Additional Mortgage (such materiality to be determined individually and in the aggregate): THEN (ia) upon the occurrence of any Event of Default described in subsection 8.6 SECTION 7.6 or 8.77.7, each of (ai) the unpaid principal amount of and accrued interest on the Loans, (b) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit) and (cii) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest protest, notice of acceleration, notice of intention to accelerate, or other requirements of any kind, all of which are hereby AMENDED AND RESTATED CREDIT AGREEMENT 58 expressly waived by CompanyBorrower, and the obligation of each Lender to make any Loan, the obligation of US Administrative Agent to issue any Letter of Credit and the right of any Lender having a US Tranche Revolving Loan Commitment to issue any Letter of Credit hereunder shall thereupon terminate, and (iib) upon the occurrence and during the continuation of any other Event of Default, US Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to Company and Canadian Borrower, declare all or any portion of the amounts described in clauses CLAUSES (ai) through and (cii) above to be, and the same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any Loan, the obligation of US Administrative Agent to issue any Letter of Credit and the right of any Lender having a US Tranche Revolving Loan Commitment to issue any Letter of Credit hereunder thereupon shall thereupon terminate; provided that the foregoing shall not affect in any way the obligations of Lenders having a US Tranche Revolving Loan Commitment under Subsection 3.3C(i). Any amounts described in clause (b) of the preceding paragraph, when received by US Administrative Agent, shall be held by US Administrative Agent pursuant to the terms of the Collateral Account Agreement and shall be applied as therein provided. Notwithstanding anything contained in the second preceding paragraph, if at any time within 60 days after an acceleration of the Loans pursuant to such paragraph Borrowers shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to subsection 10.6, then Requisite Lenders, by written notice to Company and Canadian Borrower, may at their option rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended to benefit Company or Canadian Borrower and do not grant Company or Canadian Borrower the right to require Lenders to rescind or annul any acceleration hereunder, even if the conditions set forth herein are met. 129.

Failure of Security. Any Collateral Document shall, at any time, cease to be in full force and effect (other than by reason of a release of Collateral in accordance with the terms thereof) or shall be declared null and void, or the validity or enforceability thereof shall be contested by any Loan Party, or Collateral Agent shall not have or cease to have a valid and perfected First Priority 128 first priority security interest in the Collateral securing the Obligations (other than as a result of a failure by the relevant recording office to record or to register any material Closing Date Mortgage or Additional Mortgage (such materiality purported to be determined individually and covered (excluding Collateral having a fair market value in the aggregate): THEN aggregate of up to $100,000); (i) upon the occurrence of any Event of Default described in subsection 8.6 or 8.7, each of (a) the unpaid principal amount of and accrued interest on the Loans, (b) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have 125 presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit) ), and (c) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Companyeach Borrower, and the obligation of each Lender to make any Loan, the obligation of US Administrative Agent to issue any Letter of Credit and the right of any Lender having a US Tranche Revolving Loan Commitment to issue any Letter of Credit hereunder shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, US Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to Company and Canadian each Borrower, declare all or any portion of the amounts described in clauses (a) through (c) above to be, and the same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any Loan, the obligation of US Administrative Agent to issue any Letter of Credit and the right of any Lender having a US Tranche Revolving Loan Commitment to issue any Letter of Credit hereunder shall thereupon terminate; provided that the foregoing shall -------- not affect in any way the obligations of Lenders having a US Tranche Revolving Loan Commitment under Subsection subsection 3.3C(i) or the obligations of Lenders to purchase participations in any unpaid Swing Line Loans as provided in subsection 2.1A(v). Any amounts described in clause (b) of the preceding paragraphabove, when received by US Administrative Agent, shall be held by US Administrative Agent pursuant to the terms of the Collateral Account Agreement and shall be applied as therein provided. Notwithstanding anything contained in the second preceding paragraph, if at any time within 60 days after an acceleration of the Loans pursuant to such paragraph Borrowers each Borrower shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to subsection 10.6, then Requisite Lenders, by written notice to Company and Canadian each Borrower, may at their option rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended to benefit Company or Canadian any Borrower and do not grant Company or Canadian any Borrower the right to require Lenders to rescind or annul any acceleration hereunder, even if the conditions set forth herein are met. 129.

Failure of Security. Any Collateral Document shall, at any time, cease to be in full force and effect (other than by reason of a release of Collateral thereunder in accordance with the terms hereof or thereof, the satisfaction in full of the Obligations or any other termination of such Collateral Document in accordance with the terms hereof or thereof) or shall be declared null and void, or the validity or enforceability thereof shall be contested in writing by any Loan Party, or the Collateral Agent shall not have or shall cease to have a valid and perfected First Priority 128 security interest in any Collateral purported to be covered thereby, perfected and with the Collateral securing the Obligations (other than as a result of a failure priority required by the relevant recording office Collateral Document, for any reason other than the failure of the Collateral Agent, the Administrative Agent or any Lender to record or take any action within its control, subject only to register any material Closing Date Mortgage or Additional Mortgage (such materiality to be determined individually and in Liens permitted under the aggregate): applicable Collateral Documents; THEN (i) upon the occurrence of any Event of Default described in subsection 8.6 or 8.7, each of (a) the unpaid principal amount of and accrued interest on the Loans, (b) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit) and (c) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by the Company, and the obligation of each Lender to make any Loan, the obligation of US Administrative Agent the Issuing Bank to issue any Letter of Credit and the right of any Lender having a US Tranche Revolving Loan Commitment to issue any Letter of Credit hereunder shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, US the Administrative Agent shall, upon the written request or with of the written consent of Requisite Lenders, by written notice to Company and Canadian Borrowerthe Company, declare all or any portion of the amounts described in clauses (a) through (c) above to be, and the same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any Loan, Loan and the obligation of US Administrative Agent the Issuing Bank to issue any Letter of Credit and the right of any Lender having a US Tranche Revolving Loan Commitment to issue any Letter of Credit hereunder shall thereupon terminate; provided that the foregoing shall not affect in any way the obligations of the Lenders having a US Tranche Revolving Loan Commitment under Subsection subsection 3.3C(i). Any amounts described in clause (bi)(b) of the preceding paragraphabove, when received by US the Administrative Agent or the Collateral Agent, shall be held by US Administrative the Collateral Agent pursuant to the terms of the Collateral Account Agreement and shall be applied as therein provided. Notwithstanding anything contained in the second preceding paragraph, if at any time within 60 sixty (60) days after an acceleration of the Loans pursuant to such paragraph Borrowers the Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default Defaults and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to subsection 10.6, then the Requisite Lenders, by written notice to Company and Canadian Borrowerthe Company, may at their option rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind the Lenders to a decision which may be made at the election of the Requisite Lenders and are not intended to benefit the Company or Canadian Borrower and do not grant the Company or Canadian Borrower the right to require the Lenders to rescind or annul any acceleration hereunderhereunder or preclude the Agents or the Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth herein in this paragraph are met. 129.

Failure of Security. Any Collateral Security Document shall, at any time, cease to be in full force and effect (other than by reason of a release of Collateral collateral in accordance with the terms hereof and thereof) or shall be declared null and void, or the validity or enforceability thereof shall be contested by any Loan Credit Party, or the Collateral Agent shall not have or cease to have a valid and perfected First Priority 128 security interest in first priority Lien on the Collateral securing (subject only to validly perfected and enforceable Permitted Encumbrances of record immediately prior to the Obligations (other than as a result Effective Date or otherwise permitted under the terms of a failure by the relevant recording office to record or to register any material Closing Date Mortgage or Additional Mortgage (such materiality to be determined individually and in the aggregate): THEN this Amended Loan Agreement); (i) upon the occurrence of any Event of Default described in the foregoing subsection 8.6 or 8.7, each of (a) the unpaid principal amount of and accrued interest on the Loans, Loans (b) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have presented, been presented or shall be entitled at such time to present, the drafts or and other documents or certificates required to draw under such the Letter of Credit) ), and (c) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Companyeach Borrower, and the obligation of each Lender to make any Loan, the obligation of US Administrative Agent Loan or to issue any Letter of Credit and the right of any Lender having a US Tranche Revolving Loan Commitment to issue any Letter of Credit hereunder shall thereupon terminate, provided that the foregoing shall not affect in any way the obligations of Tranche A Lenders and Tranche B Lenders under subsection 2.8D, and (ii) upon the occurrence and during the continuation of any other Event of Default, US Administrative Agent shall, shall (a) upon the written request or with the written consent of Requisite Tranche A Lenders, by written notice to Company and Canadian BorrowerCompany, declare all or any portion of the Tranche A Loans and the amounts described in clauses (ai)(b) through and (ci)(c) above (other than the Tranche B Loans unless Tranche B Lenders have accelerated Tranche B Loans) to be, and the same shall forthwith become, immediately due and payable, and the obligation of each Tranche A Lender to make any Loan, Tranche A Loan and the obligation of US Administrative Agent the Issuing Lender to issue any Letter of Credit shall thereupon terminate provided, that the foregoing shall not affect in any way the obligations of Tranche A Lenders and Tranche B Lenders under subsection 2.8D and (b) upon written request of Requisite Tranche B Lenders, by written notice to Company, declare all or any portion of the Tranche B Loans and the right amounts described in clauses (i)(b) and (i)(c) above (other than the Tranche A Loans unless Tranche A Lenders have accelerated Tranche A Loans) to be, and the same shall forthwith become, immediately due and payable, and the obligation of each Tranche B Lender to make any Tranche B Loan and the obligation of the Issuing Lender having a US Tranche Revolving Loan Commitment to issue any Letter of Credit hereunder shall thereupon terminate; , provided that the foregoing shall not affect in any way the obligations of Lenders having a US Tranche Revolving Loan Commitment under Subsection 3.3C(i). Any amounts described in clause (b) of the preceding paragraph, when received by US Administrative Agent, shall be held by US Administrative Agent pursuant to the terms of the Collateral Account Agreement and shall be applied as therein provided. Notwithstanding anything contained in the second preceding paragraph, if at any time within 60 days after an acceleration of the Loans pursuant to such paragraph Borrowers shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to subsection 10.6, then Requisite Lenders, by written notice to Company and Canadian Borrower, may at their option rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite A Lenders and are not intended to benefit Company or Canadian Borrower and do not grant Company or Canadian Borrower the right to require Tranche B Lenders to rescind or annul any acceleration hereunder, even if the conditions set forth herein are met. 129under subsections 2.

Failure of Security. Any Collateral Document shall, at any time, cease to be in full force and effect (other than by reason of a release of Collateral thereunder in accordance with the terms hereof or thereof, the satisfaction in full of the Obligations (other than indemnification obligations not due and payable) or any other termination of such Collateral Document in accordance with the terms hereof or thereof) or shall be declared null and void, or the validity or enforceability thereof shall be contested in writing by any Loan Party, or the Collateral Agent shall not have or shall cease to have a valid and perfected First Priority 128 security interest in any Collateral purported to be covered thereby having a fair market value exceeding $1,000,000, perfected and with the Collateral securing the Obligations (other than as a result of a failure priority required by the relevant recording office Collateral Document, for any reason other than the failure of the Collateral Agent, the Administrative Agent or any Lender to record or take any action within its control, subject only to register any material Closing Date Mortgage or Additional Mortgage (such materiality to be determined individually and in Liens permitted under the aggregate): THEN applicable Collateral Documents; (i) upon the occurrence of any Event of Default described in subsection 8.6 or 8.7, each of (a) the unpaid principal amount of and accrued interest on the Loans, (b) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit 148 shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit) and (c) all other Obligations Obligations, shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by ChipPAC and Company, and the obligation of each Lender to make any Loan, Loan and the obligation of US Administrative Agent the Issuing Bank to issue any Letter of Credit and the right of any Lender having a US Tranche Revolving Loan Commitment to issue any Letter of Credit hereunder shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, US the Administrative Agent shall, upon the written request or with of the written consent of Requisite Lenders, by written notice to Company and Canadian BorrowerCompany, declare all or any portion of the amounts described in clauses (a) through (c) above to be, and the same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any Loan, Loan and the obligation of US Administrative Agent the Issuing Bank to issue any Letter of Credit and the right of any Lender having a US Tranche Revolving Loan Commitment to issue any Letter of Credit hereunder shall thereupon terminate; provided that the foregoing shall not affect in any -------- way the obligations of the Lenders having a US Tranche Revolving Loan Commitment under Subsection subsection 3.3C(i). Any amounts described in clause (b) of the preceding paragraph, when received by US Administrative Agent, shall be held by US Administrative Agent pursuant to the terms of the Collateral Account Agreement and shall be applied as therein provided. Notwithstanding anything contained in the second preceding paragraph, if at any time within 60 sixty (60) days after an acceleration of the Loans pursuant to such paragraph Borrowers Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default Defaults and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to subsection 10.6, then the Requisite Lenders, by written notice to Company and Canadian BorrowerCompany, may at their option rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind the Lenders to a decision which may be made at the election of the Requisite Lenders and are not intended to benefit Company or Canadian Borrower and do not grant Company or Canadian Borrower the right to require the Lenders to rescind or annul any acceleration hereunderhereunder or preclude the Agents or the Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth herein in this paragraph are met. 129.

Failure of Security. Any Collateral Document shall, at any time, cease to be in full force and effect (other than by reason of a release of Collateral thereunder in accordance with the terms hereof or thereof, the satisfaction in full of the Obligations or any other termination of such Collateral Document in accordance with the terms hereof or thereof) or shall be declared null and void, or the validity or enforceability thereof shall be contested in writing by any Loan Party, or Collateral Administrative Agent shall not have or shall cease to have a valid and perfected First Priority 128 security interest in any Collateral purported to be covered thereby, perfected and with the Collateral securing the Obligations (other than as a result of a failure priority required by the relevant recording office Collateral Document, for any reason other than the failure of Administrative Agent or any Lender to record or take any action within its control, subject only to register any material Closing Date Mortgage or Additional Mortgage (such materiality to be determined individually and in Liens permitted under the aggregate): applicable Collateral Documents. THEN (i) upon the occurrence of any Event of Default described in subsection 8.6 or 8.7, each of (a) the unpaid principal amount of and accrued interest on the Loans, (b) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit) and (c) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Company, and the obligation of each Lender to make any Loan, the obligation of US Administrative Agent to issue any Letter of Credit and the right of any Lender having a US Tranche Revolving Loan Commitment to issue any Letter of Credit hereunder shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, US Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to Company and Canadian BorrowerCompany, declare all or any portion of the amounts described in clauses (a) through (c) above to be, and the same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any Loan, the obligation of US Administrative Agent to issue any Letter of Credit and the right of any Lender having a US Tranche Revolving Loan Commitment to issue any Letter of Credit hereunder shall thereupon terminate; provided that the foregoing shall not affect in any way the obligations of Lenders having a US Tranche Revolving Loan Commitment under Subsection subsection 3.3C(i) or the obligations of Lenders to purchase participations in any unpaid Swing Line Loans as provided in subsection 2.1A(iv). Any amounts described in clause (b) of the preceding paragraphabove, when received by US Administrative Agent, shall be held by US Administrative Agent pursuant to the terms of the Collateral Account Agreement and shall be applied as therein provided. Notwithstanding anything contained in the second preceding paragraph, if at any time within 60 days after an acceleration of the Loans pursuant to such paragraph Borrowers Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to subsection 10.6, then Requisite Lenders, by written notice to Company and Canadian BorrowerCompany, may at their option rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended to benefit Company or Canadian Borrower and do not grant Company or Canadian Borrower the right to require Lenders to rescind or annul any acceleration hereunderhereunder or preclude Agents or Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth herein in this paragraph are met. 129.

Failure of Security. Any Collateral Document shall, at any time, cease to be in full force and effect (other than by reason of a release of Collateral thereunder in accordance with the terms hereof or thereof, the satisfaction in full of the Obligations or any other termination of such Collateral Document in accordance with the terms hereof or thereof) or shall be declared null and void, or the validity or enforceability thereof shall be contested in writing by any Loan Party, or the Collateral Agent shall not have or shall cease to have a valid and perfected First Priority 128 security interest in any Collateral purported to be covered thereby, perfected and with at least the Collateral securing the Obligations (other than as a result of a failure priority required by the relevant recording office Collateral Document, in each case in excess of a period of five (5) Business Days and for any reason other than the failure of the Collateral Agent, the Administrative Agent or any Lender to record or take any action within its control, subject only to register any material Closing Date Mortgage or Additional Mortgage (such materiality to be determined individually Liens permitted under the applicable Collateral Documents and in the aggregate): Permitted Liens. THEN (i) upon the occurrence of any Event of Default described in subsection 8.6 or 8.7, each of (a) the unpaid principal amount of and accrued interest on the Loans, (b) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit) and (c) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by the Company, and the obligation of each Lender to make any Loan, and of the obligation of US Administrative Agent Issuing Bank to issue any Letter of Credit and the right of any Lender having a US Tranche Revolving Loan Commitment to issue any Letter of Credit hereunder shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, US the Administrative Agent shall, upon the written request or with of the written consent of Requisite Lenders, by written notice to Company and Canadian Borrowerthe Company, declare all or any portion of the amounts described in clauses (a) through (c) above to be, and the same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any Loan, Loan and of the obligation of US Administrative Agent Issuing Bank to issue any Letter of Credit and the right of any Lender having a US Tranche Revolving Loan Commitment to issue any Letter of Credit hereunder shall thereupon terminate; provided that the foregoing shall not affect in any way the obligations of the Lenders having a US Tranche Revolving Loan Commitment under Subsection subsection 3.3C(i). Any amounts described in clause (bi)(b) of the preceding paragraphabove, when received by US the Administrative Agent or the Collateral Agent, shall be held by US Administrative the Collateral Agent pursuant to the terms of the Collateral Account Agreement and shall be applied as therein provided. Notwithstanding anything contained in the second preceding paragraph, if at any time within 60 sixty (60) days after an acceleration of the Loans pursuant to such paragraph Borrowers the Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default Defaults and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to subsection 10.610.5, then the Requisite Lenders, by written notice to Company and Canadian Borrowerthe Company, may at their option rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind the Lenders to a decision which may be made at the election of the Requisite Lenders and are not intended to benefit the Company or Canadian Borrower and do not grant the Company or Canadian Borrower the right to require the Lenders to rescind or annul any acceleration hereunderhereunder or preclude the Agents or the Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth herein in this paragraph are met. 129.

Failure of Security. Any Collateral Document shall, at any time, cease to be in full force and effect (other than by reason of a release of Collateral in accordance with the terms thereof) or shall be declared null and void, or the validity or enforceability thereof shall be contested by any Loan Party, or Collateral Agent shall not have or cease to have a valid and perfected First Priority 128 security interest Lien in the Collateral securing the Obligations (other than as a result of a failure by the relevant recording office to record or to register any material Closing Date Mortgage or Additional Mortgage (such materiality to be determined individually and in the aggregate): Collateral: THEN (i) upon the occurrence of any Event of Default described in subsection 8.6 or 8.7, each of (a) the unpaid principal amount of and accrued interest on the Loans, (b) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit) ), and (c) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by CompanyBorrower, and the obligation of each Lender to make any Loan, the obligation of US Administrative Agent to issue any Letter of Credit and the right of any Lender having a US Tranche Revolving Loan Commitment to issue any Letter of Credit hereunder shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, US Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to Company and Canadian Borrower, declare all or any portion of the amounts described in clauses (a) through (c) above to be, and the same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any Loan, the obligation of US Administrative Agent to issue any Letter of Credit and the right of any Lender having a US Tranche Revolving Loan Commitment to issue any Letter of Credit hereunder shall thereupon terminate; provided that the foregoing shall not affect in any way the obligations of Lenders having a US Tranche Revolving Loan Commitment under Subsection subsection 3.3C(i). Any amounts described in clause (b) of the preceding paragraphabove, when received by US Administrative Agent, shall be held by US Administrative Agent pursuant to the terms of the Collateral Account Security Agreement and shall be applied as therein provided. Notwithstanding anything contained in the second preceding paragraph, if at any time within 60 days after an acceleration of the Loans pursuant to such paragraph Borrowers Borrower shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to subsection 10.6, then Requisite Lenders, by written notice to Company and Canadian Borrower, may at their option rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended intended, directly or indirectly, to benefit Company or Canadian Borrower Borrower, and do such provisions shall not at any time be construed so as to grant Company or Canadian Borrower the right to require Lenders to rescind or annul any acceleration hereunderhereunder or to preclude Agent or Lenders from exercising any of the rights or remedies available to them under any of the Loan Documents, even if the conditions set forth herein in this paragraph are met. 129.

Failure of Security. Any Collateral Document shall, at any time, cease to be in full force and effect (other than by reason of a release of Collateral thereunder in accordance with the terms hereof or thereof, the satisfaction in full of the Obligations or any other termination of such Collateral Document in accordance with the terms hereof or thereof) or shall be declared null and void, or the validity or enforceability thereof shall be contested in 117 writing by any Loan Party, or Collateral Administrative Agent shall not have or shall cease to have a valid and perfected First Priority 128 first priority security interest (subject to Permitted Encumbrances) in all Collateral purported to be covered (excluding Collateral having a fair market value in the Collateral securing the Obligations (other than as a result aggregate of a failure by the relevant recording office up to record or to register any material Closing Date Mortgage or Additional Mortgage (such materiality to be determined individually and in the aggregate): $2,000,000). THEN (i) upon the occurrence of any Event of Default described in subsection 8.6 or 8.7, each of (a) the unpaid principal amount of and accrued interest on the Loans, (b) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit) ), and (c) all other Obligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Company, and the obligation of each Lender to make any Loan (including the obligation of Swingline Lender to make any Swingline Loan), the obligation of US Administrative Agent to issue any Letter of Credit and the right of any Lender having a US Tranche Revolving Loan Commitment to issue any Letter of Credit hereunder shall thereupon terminate, and (ii) upon the occurrence and during the continuation of any other Event of Default, US Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to Company and Canadian BorrowerCompany, declare all or any portion of the amounts described in clauses (a) through (c) above to be, and the same shall forthwith become, immediately due and payable, and the obligation of each Lender to make any Loan (including the obligation of Swingline Lender to make any Swingline Loan), the obligation of US Administrative Agent to issue any Letter of Credit and the right of any Lender having a US Tranche Revolving Loan Commitment to issue any Letter of Credit hereunder shall thereupon terminate; provided PROVIDED that the foregoing shall not affect in any way the obligations of Lenders having a US Tranche Revolving Loan Commitment under Subsection subsection 3.3C(i) or the obligations of Lenders to repay Swingline Loans or purchase participations therein as provided in subsection 2.1A(ii). Any amounts described in clause (b) of the preceding paragraphabove, when received by US Administrative Agent, shall be held by US Administrative Agent in the Collateral Account pursuant to the terms of the Collateral Account Agreement and shall be applied as therein provided. Notwithstanding anything contained in the second preceding paragraph, if at any time within 60 days after an acceleration of the Loans pursuant to such paragraph Borrowers Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to subsection 10.611.6, then Requisite Lenders, by written notice to Company and Canadian BorrowerCompany, may at their option rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended 118 to benefit Company or Canadian Borrower and do not grant Company or Canadian Borrower the right to require Lenders to rescind or annul any acceleration hereunder, even if the conditions set forth herein are met. 129.