Common use of Repudiation of Obligations Clause in Contracts

Repudiation of Obligations. At any time after the execution and delivery thereof, (i) the Guaranty for any reason, other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void or the Guarantor shall repudiate its Obligations thereunder, (ii) this Agreement for any reason shall cease to be in full force and effect (other than by reason of the satisfaction in full of the Obligations) or shall be declared null and void, or (iii) any Credit Party shall contest the validity or enforceability of any Loan Document, or deny that it has any further liability under any Loan Document to which it is a party; THEN, (1) upon the occurrence of any Event of Default described in Section 8.6 or 8.7, automatically, and (2) upon the occurrence of any other Event of Default, at the request of (or with the consent of) Requisite Lenders, upon notice to the Borrower by the Administrative Agent, (A) the Commitments, if any, of each Lender having such Commitments and the obligation of the Issuing Bank to issue any Letter of Credit shall immediately terminate; (B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party: (I) the unpaid principal amount of and accrued interest on the Loans, (II) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether 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 Letters of Credit), and (III) all other Obligations; provided the foregoing shall not affect in any way the obligations of Lenders under Section 2.2E; and (C) the Administrative Agent shall direct the Borrower to pay (and the Borrower hereby agrees upon receipt of such notice, or upon the occurrence of any Event of Default specified in Sections 8.6 and 8.7 to pay) to the Administrative Agent such additional amounts of cash, to be held as security for the Borrower’s reimbursement Obligations in respect of Letters of Credit then outstanding, equal to the Letter of Credit Usage at such time.

Repudiation of Obligations. At any time after the execution and delivery thereof, (i) any material provision of the Subsidiary Guaranty or any guaranty entered into by a Subsidiary of Borrower pursuant to subsection 6.7B for any reason, other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void or void, in either case, as to any material portion of Subsidiary Guarantors and other Subsidiaries guaranteeing the Guarantor shall repudiate its Obligations thereunderObligations, with respect to the Subsidiary Guaranty and any guaranty entered into pursuant to subsection 6.7B, (ii) this Agreement for any reason Collateral Document shall cease to create a valid security interest in the collateral purported to be covered thereby or shall 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) Obligations or shall be declared null any other termination of such Collateral Document in accordance with the terms hereof or thereof), in each case to the extent the same affects a material portion of the Collateral and voidin each case for any reason other than any act or omission of either Agent or any Lender, or (iii) any Credit Loan Party shall contest the validity or enforceability of any Loan Document, or deny that it has any further liability in writing its obligations under any Loan Document to which it is a party; THEN, : THEN (1i) upon the occurrence of any Event of Default described in Section subsection 8.6 or 8.7, automatically, and (2) upon the occurrence of any other Event of Default, at the request each of (or with the consent of) Requisite Lenders, upon notice to the Borrower by the Administrative Agent, (A) the Commitments, if any, of each Lender having such Commitments and the obligation of the Issuing Bank to issue any Letter of Credit shall immediately terminate; (B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party: (Ia) the unpaid principal amount of and accrued interest on the Loans, (IIb) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of 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 Letters Letter of Credit), and (IIIc) all other ObligationsObligations 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 Borrower, and the obligation of each Lender to make any Loan, the obligation of Administrative Agent to issue any Letter of Credit and the right of any Lender 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, Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to 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 Administrative Agent to issue any Letter of Credit and the right of any Lender 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 under Section 2.2E; 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) above, when received by Administrative Agent, shall be paid to Administrative Agent, for the benefit of Lenders, and (C) held by Administrative Agent, for the Administrative Agent shall direct benefit of Lenders, as collateral security for the Obligations of Borrower to pay (in respect of all outstanding Letters of Credit, and the Borrower hereby agrees upon receipt (X) grants to Administrative Agent, for the benefit of Lenders, a security interest in all such amounts, together with any interest accrued thereon and any Investments of such noticeamounts, or upon the occurrence of any Event of Default specified in Sections 8.6 and 8.7 to pay) to the Administrative Agent such additional amounts of cash, to be held as security for the Borrower’s reimbursement Obligations Obligations, (Y) agrees to execute and deliver to Administrative Agent all such documents and instruments as may be necessary or, in respect the opinion of Letters Administrative Agent, desirable in order to more fully evidence, perfect or protect such security interest, and (Z) agrees that, upon the honoring by any Issuing Bank of Credit then outstanding, equal to the any drawing under a Letter of Credit Usage issued by it, Administrative Agent is authorized and directed to apply any amounts held as collateral security in accordance with the terms of this paragraph to reimburse such Issuing Lender for the amount of such drawing. 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 timeparagraph 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 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, directly or indirectly, to benefit Borrower, and such provisions shall not at any time be construed so as to grant Borrower the right to require Lenders to rescind or annul any acceleration hereunder or to 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 in this paragraph are met.

Repudiation of Obligations. At any time after the execution and delivery thereof, (i) any material provision of the Subsidiary Guaranty or any guaranty entered into by a Subsidiary of Company pursuant to subsection 6.7B for any reason, other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void or void, as to any material portion of Subsidiary Guarantors and other Subsidiaries guaranteeing the Guarantor shall repudiate its Obligations thereunderObligations, (ii) this Agreement for any reason Collateral Document shall cease to create a valid security interest in the collateral purported to be covered thereby or shall 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) Obligations or shall be declared null any other termination of such Collateral Document in accordance with the terms hereof or thereof), in each case to the extent the same affects a material portion of the Collateral and voidin each case for any reason other than any act or omission of Administrative Agent or any Lender, or (iii) any Credit Loan Party shall contest the validity or enforceability of any Loan Document, or deny that it has any further liability in writing its obligations under any Loan Document to which it is a party; THEN, : THEN (1i) upon the occurrence of any Event of Default described in Section subsection 8.6 or 8.7, automatically, and (2) upon the occurrence of any other Event of Default, at the request each of (or with the consent of) Requisite Lenders, upon notice to the Borrower by the Administrative Agent, (A) the Commitments, if any, of each Lender having such Commitments and the obligation of the Issuing Bank to issue any Letter of Credit shall immediately terminate; (B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party: (Ia) the unpaid principal amount of and accrued interest on the Loans, (IIb) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of 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 Letters Letter of Credit), and (IIIc) all other ObligationsObligations shall automatically become immediately due and payable, without presentment, demand, protest or other requirements of any 113 kind, all of which are hereby expressly waived by Company, and the obligation of each Lender to make any Loan, the obligation of Administrative Agent to issue any Letter of Credit and the right of any Lender 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, Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to 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, the obligation of Administrative Agent to issue any Letter of Credit and the right of any Lender to issue any Letter of Credit hereunder shall thereupon terminate; provided that the foregoing shall not affect in any way the obligations of Lenders under Section 2.2E; and 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 (Cb) the above, when received by Administrative Agent, shall be held by Administrative Agent pursuant to the terms of the Collateral Account Agreement and shall direct be applied as therein provided. Notwithstanding anything contained in the Borrower second preceding paragraph, if at any time within 60 days after an acceleration of the Loans pursuant to pay clause (and the Borrower hereby agrees upon receipt ii) of such noticeparagraph 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 upon the occurrence of waived pursuant to subsection 10.6, then Requisite Lenders, by written notice to Company, may at their option rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default specified in Sections 8.6 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 8.7 are not intended, directly or indirectly, to pay) benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent such additional amounts or Lenders from exercising any of cashthe rights or remedies available to them under any of the Loan Documents, to be held as security for even if the Borrower’s reimbursement Obligations conditions set forth in respect of Letters of Credit then outstanding, equal to the Letter of Credit Usage at such timethis paragraph are met.

Repudiation of Obligations. At any time after the execution and delivery thereof, (i) any material provision of the Company Guaranty, the Subsidiary Guaranty or any guaranty entered into by a Subsidiary of Company pursuant to subsection 6.7B for any reason, other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void void, in either case, as to Company, with respect to the Company Guaranty, or as to any material portion of Subsidiary Guarantors and other Subsidiaries guaranteeing the Guarantor shall repudiate its Obligations thereunderObligations, with respect to the Subsidiary Guaranty and any guaranty entered into pursuant to subsection 6.7B, (ii) this Agreement for any reason Collateral Document shall cease to create a valid security interest in the collateral purported to be covered thereby or shall 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) Obligations or shall be declared null any other termination of such Collateral Document in accordance with the terms hereof or thereof), in each case to the extent the same affects a material portion of the Collateral and voidin each case for any reason other than any act or omission of either Agent or any Lender, or (iii) any Credit Loan Party shall contest the validity or enforceability of any Loan Document, or deny that it has any further liability in writing its obligations under any Loan Document to which it is a party; THEN, : THEN (1i) upon the occurrence of any Event of Default described in Section subsection 8.6 or 8.7, automatically, and (2) upon the occurrence of any other Event of Default, at the request each of (or with the consent of) Requisite Lenders, upon notice to the Borrower by the Administrative Agent, (A) the Commitments, if any, of each Lender having such Commitments and the obligation of the Issuing Bank to issue any Letter of Credit shall immediately terminate; (B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party: (Ia) the unpaid principal amount of and accrued interest on the Loans, (IIb) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of 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 Letters Letter of Credit), and (IIIc) all other ObligationsObligations 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 Borrowers, and the obligation of each Lender to make any Loan, the obligation of Administrative Agent to issue any Letter of Credit and the right of any Lender 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, Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to Borrowers, 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 Administrative Agent to issue any Letter of Credit and the right of any Lender 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 under Section 2.2E; and (Csubsection 3.3C(i) or the Administrative Agent shall direct the Borrower obligations of Lenders to pay (and the Borrower hereby agrees upon receipt of such notice, or upon the occurrence of purchase participations in any Event of Default specified unpaid Swing Line Loans as provided in Sections 8.6 and 8.7 to pay) to the Administrative Agent such additional amounts of cash, to be held as security for the Borrower’s reimbursement Obligations in respect of Letters of Credit then outstanding, equal to the Letter of Credit Usage at such timesubsection 2.1A(v).

Repudiation of Obligations. At any time after the execution and delivery thereof, (i) the any Guaranty for any reason, other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void or the Guarantor shall repudiate its Obligations thereundervoid, (ii) this Agreement for any reason Collateral Document shall 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 ObligationsObligations or any other termination of such Collateral Document in accordance with the terms hereof or thereof) or shall be declared null and void, or Administrative Agent shall not have or shall cease to have a valid and perfected First Priority Lien in any Collateral purported to be covered thereby, in each case for any reason other than the failure of any Agent or any Lender to take any action within its control, or (iii) any Credit Loan Party shall contest the validity or enforceability of any Loan Document, Document in writing or deny in writing that it has any further liability liability, including with respect to future advances by Lenders, under any Loan Document to which it is a party; THEN, : THEN (1i) upon the occurrence of any Event of Default described in Section subsection 8.6 or 8.7, automatically, and (2) upon the occurrence of any other Event of Default, at the request each of (or with the consent of) Requisite Lenders, upon notice to the Borrower by the Administrative Agent, (A) the Commitments, if any, of each Lender having such Commitments and the obligation of the Issuing Bank to issue any Letter of Credit shall immediately terminate; (B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party: (Ia) the unpaid principal amount of and accrued interest on the Loans, (IIb) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of 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 Letters Letter of Credit), and (IIIc) all other ObligationsObligations 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 Administrative Agent to issue any Letter of Credit and the right of any Lender 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, Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to 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, the obligation of Administrative Agent to issue any Letter of Credit and the right of any Lender to issue any Letter of Credit hereunder shall thereupon terminate; provided that the foregoing shall not affect in any way the obligations of Lenders under Section 2.2E; 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) above, when received by Administrative Agent, shall be held by Administrative Agent and applied as follows: If for any reason the aggregate amount delivered by Company as aforesaid is less than the amount described in clause (Cb) above (the "AGGREGATE AVAILABLE AMOUNT"), the aggregate amount so delivered shall be apportioned among all outstanding Letters of Credit in accordance with the ratio of the maximum amount available for drawing under each such Letter of Credit (as to such Letter of Credit, the "MAXIMUM AVAILABLE AMOUNT") to the Aggregate Available Amount. Upon any drawing under any outstanding Letters of Credit in respect of which Company has delivered to Administrative Agent any amounts described above, Administrative Agent shall direct apply such amounts to reimburse the Borrower Issuing Lender for the amount of such drawing. In the event of cancellation or expiration of any Letter of Credit in respect of which Company has any amounts described above, or in the event of any reduction in the Maximum Available Amount under such Letter of Credit, Administrative Agent shall apply the amount then on deposit with it in respect of such Letter of Credit (less, in the case of such a reduction, the Maximum Available Amount under such Letter of Credit immediately after such reduction) first, to the extent of any excess, to the cash collateralization of any outstanding Letters of Credit in respect of which Company has failed to pay all or a portion of the amounts described above (such cash collateralization to be apportioned among all such Letters of Credit in the manner described above), second, to the extent of any further excess, to the payment of any other outstanding Obligations in such order as Administrative Agent shall elect, and third, to the Borrower hereby agrees upon receipt extent of any further excess, to the payment to whomsoever shall be lawfully entitled to receive such funds. 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 noticeparagraph 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 upon the occurrence of waived pursuant to subsection 10.6, then Requisite Lenders, by written notice to Company, may at their option rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default specified in Sections 8.6 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 8.7 are not intended, directly or indirectly, to pay) benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent such additional amounts or Lenders from exercising any of cashthe rights or remedies available to them under any of the Loan Documents, to be held as security for even if the Borrower’s reimbursement Obligations conditions set forth in respect of Letters of Credit then outstanding, equal to the Letter of Credit Usage at such timethis paragraph are met.

Repudiation of Obligations. At any time after the execution and delivery thereof, (i) the Guaranty for any reason, other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void or the Guarantor shall repudiate its Obligations thereunder, (ii) this Agreement for any reason shall cease to be in full force and effect (other than by reason of the satisfaction in full of the Obligations) or shall be declared null and void, or (iii) any Credit Party shall contest the validity or enforceability of any Loan Document, or deny that it has any further liability under any Loan Document to which it is a party; THEN, (1) upon the occurrence of any Event of Default described in Section 8.6 or 8.7, automatically, and (2) upon the occurrence of any other Event of Default, at the request of (or with the consent of) Requisite Lenders, upon notice to the Borrower by the Administrative Agent, (A) the Revolving Commitments, if any, of each Lender having such Revolving Commitments and the obligation of the Issuing Bank to issue any Letter of Credit shall immediately terminate; (B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party: (I) the unpaid principal amount of and accrued interest on the Revolving Loans, (II) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether 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 Letters of Credit), and (III) all other Obligations; provided provided, the foregoing shall not affect in any way the obligations of Lenders under Section 2.2E; and (C) the Administrative Agent shall direct the Borrower to pay (and the Borrower hereby agrees upon receipt of such notice, or upon the occurrence of any Event of Default specified in Sections 8.6 and 8.7 to pay) to the Administrative Agent such additional amounts of cash, to be held as security for the Borrower’s reimbursement Obligations in respect of Letters of Credit then outstanding, equal to the Letter of Credit Usage at such time.

Repudiation of Obligations. At any time after the execution and delivery thereof, (i) the Guaranty any Loan Document or any provision thereof, for any reason, other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void or the Guarantor shall repudiate its Obligations thereundervoid, (ii) this Agreement for any reason Collateral Document shall 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 ObligationsObligations or any other termination of such Collateral Document in accordance with the terms hereof or thereof) or shall be declared null and void, or Administrative Agent shall not have or shall cease to have a valid and perfected First Priority Lien in any Collateral purported to be covered thereby (other than in accordance with its terms), in each case for any reason other than the failure of Administrative Agent or any Lender to take any action within its control, or (iii) any Credit Loan Party shall contest the validity or enforceability of any Loan Document, Document or any provision thereof in writing or deny in writing that it has any further liability liability, including with respect to future advances by Lenders, under any Loan Document to which it is a party; THEN, : THEN (1i) upon the occurrence of any Event of Default described in Section subsection 8.6 or 8.7, automatically, and (2) upon the occurrence of any other Event of Default, at the request each of (or with the consent of) Requisite Lenders, upon notice to the Borrower by the Administrative Agent, (A) the Commitments, if any, of each Lender having such Commitments and the obligation of the Issuing Bank to issue any Letter of Credit shall immediately terminate; (B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party: (Ia) the unpaid principal amount of and accrued interest on the Loans, (IIb) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of 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 Letters Letter of Credit), and (IIIc) all other ObligationsObligations 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 Administrative Agent to issue any Letter of Credit and the right of any Lender 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, Administrative Agent shall, upon the written request or with the written consent of Requisite Lenders, by written notice to Company, declare all or any portion of the amounts described in 110 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 Administrative Agent to issue any Letter of Credit and the right of any Lender to issue any Letter of Credit hereunder shall thereupon terminate; provided PROVIDED that the foregoing shall not affect in any way the obligations of Revolving Lenders under Section 2.2E; and subsection 3.3C(i) or the obligations of Revolving Lenders to purchase assignments of any unpaid Swing Line Loans as provided in subsection 2.1A(iii). Any amounts described in clause (Cb) the above, when received by Administrative Agent, shall be held by Administrative Agent pursuant to the terms of the Security Agreement and shall direct be applied as therein provided. Notwithstanding anything contained in the Borrower second preceding paragraph, if at any time within 60 days after an acceleration of the Loans pursuant to pay clause (and the Borrower hereby agrees upon receipt ii) of such noticeparagraph Company shall pay all arrears of interest and all payments on account of principal which shall have become due other 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 upon the occurrence of waived pursuant to subsection 10.6, then Requisite Lenders, by written notice to Company, may at their option rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Event of Default specified in Sections 8.6 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 8.7 are not intended, directly or indirectly, to pay) benefit Company, and such provisions shall not at any time be construed so as to grant Company the right to require Lenders to rescind or annul any acceleration hereunder or to preclude Administrative Agent such additional amounts or Lenders from exercising any of cashthe rights or remedies available to them under any of the Loan Documents, to be held as security for even if the Borrower’s reimbursement Obligations conditions set forth in respect of Letters of Credit then outstanding, equal to the Letter of Credit Usage at such timethis paragraph are met.