Common use of Rights upon Default and Event of Default Clause in Contracts

Rights upon Default and Event of Default. Subject to Section 7.5, upon the occurrence of a Default, the Agent may, and shall at the request of the Required Lenders, on notice to the Borrower, declare that the ability of the Borrower to obtain any further Advance under the Credit Facilities shall be suspended pending the remedying of the Default. Subject to Section 7.5, upon the occurrence of any Event of Default which is continuing, the Agent may, and shall at the request of the Required Lenders, without notice to the Borrower, do either or both of the following: (a) declare that the Commitments have expired and that each Lender’s obligations to make Advances, if any, have terminated; and (b) declare the entire principal amount of all Advances outstanding, all unpaid accrued interest and all fees and other amounts required to be paid by the Borrower hereunder to be immediately due and payable without the necessity of presentment for payment, notice of non-payment and of protest (all of which are hereby expressly waived) and proceed to exercise any and all rights and remedies hereunder and under any other Document or otherwise permitted by law; provided that, upon the occurrence of an Event of Default under Section 9.1(10) or Section 9.1(11), the Lenders’ obligations to make further Advances under the Credit Facilities shall automatically terminate and the entire principal amount of all outstanding Advances, all unpaid accrued interest and all fees and other amounts payable under this Agreement shall become due immediately due and payable, without the necessity of presentment for payment, notice of non-payment and of protest (all of which are hereby expressly waived) and the Agent may, and shall the request of the Required Lenders, proceed to exercise any and all rights and remedies hereunder and under any other Document or otherwise permitted by law. Immediately upon receipt of a declaration under Section 9.2(b), the Borrower shall pay to the Agent and the Lenders all Advances and other amounts payable by it under this Agreement and the other Documents, including an amount equal to the aggregate of the face amounts of all Bankers’ Acceptances which have not matured. The Borrower shall execute such security documents with respect to those Bankers’ Acceptances and any amounts paid in respect thereof as the Agent shall require. From and after the date of the occurrence of an Event of Default and for so long as such Event of Default continues, to the extent interest on overdue amounts has not been applied pursuant to Section 4.5, all Advances shall bear interest or fees at the rates otherwise applicable plus two percent (2%) per annum in order to compensate the Lenders for the additional risk.

Rights upon Default and Event of Default. Subject to Section 7.5, upon Upon the occurrence of a Default, the Agent may, and the Agent shall at upon the request instructions of the Required Majority Lenders, on notice to the Borrower, declare that the ability of the Borrower to obtain require any further Advance Advances under the Credit Facilities shall be suspended pending the remedying of the Default. Subject Upon the occurrence of an Event of Default pursuant to Section 7.5Sections 10.1(i) or 10.1(j), the Agent shall, and upon the occurrence of any other Event of Default which is continuingand for so long as the other Event of Default shall continue, the Agent may, and the Agent shall at upon the request instructions of the Required Majority Lenders, without notice to the Borrower, do either or both of the following: (a) declare that the Commitments have Total Commitment under each Credit Facility has expired and that each Lender’s the Lenders' obligations to make Advances, if any, Advances have terminated; and (b) declare the entire principal amount of all Advances outstanding, all unpaid accrued interest and all fees and other amounts required to be paid by the Borrower hereunder to be immediately due and payable without the necessity of presentment for payment, notice of non-payment and of protest (all of which are hereby expressly waived) and proceed to exercise any and all rights and remedies hereunder and under any other Document Document. From and after the issuance of any declaration referred to in this Section 10.2, no Lender shall be required to honour any cheque or otherwise permitted other instrument presented to it by law; provided that, upon the occurrence of an Event of Default under Section 9.1(10) or Section 9.1(11), the Lenders’ obligations to make further Advances under the Credit Facilities shall automatically terminate and the entire principal amount of all outstanding Advances, all unpaid accrued interest and all fees and other amounts payable under this Agreement shall become due immediately due and payable, without the necessity of presentment for payment, notice of non-payment and of protest (all of which are hereby expressly waived) and the Agent may, and shall the request any Borrower regardless of the Required Lenders, proceed to exercise any and all rights and remedies hereunder and under any other Document date of issue or otherwise permitted by lawpresentation. Immediately upon receipt of a declaration under Section 9.2(b10.2(b), the Borrower Borrowers shall pay to the Agent and on behalf of the Lenders all Advances and other amounts payable by it outstanding hereunder including, if applicable, the Hedge Contract Exposure owing under this Agreement and each Hedge Contract with a Lender. Without limiting the other Documentsgenerality of the foregoing, including an amount equal SunOpta shall pay to the aggregate Agent on behalf of the Lenders the face amounts amount of all Bankers’ ' Acceptances which have not matured. The Borrower matured which amounts shall execute such be held by the Agent as collateral security documents for SunOpta's obligations and with respect to those Bankers’ Acceptances and ' Acceptances. The Hedge Contract Exposure under any amounts paid Hedge Contract shall be determined in respect thereof as accordance with the Agent shall require. From and after the date of the occurrence of an Event of Default and for so long as such Event of Default continues, to the extent interest on overdue amounts has not been applied pursuant to Section 4.5, all Advances shall bear interest or fees at the rates otherwise applicable plus two percent (2%) per annum in order to compensate the Lenders for the additional riskHedge Agreement.

Rights upon Default and Event of Default. Subject to Section 7.5, upon Upon the occurrence of a Default, the Administrative Agent may, and shall at upon the request instructions of the Required Lenders, on notice to the BorrowerBorrowers, declare that the ability of the Borrower Borrowers to obtain make any further Advance Borrowing under the any Credit Facilities Facility shall be suspended pending the remedying of the Default. Subject Upon the occurrence of an Event of Default pursuant to Section 7.511.1(9) or Section 11.1(10), the Administrative Agent shall without notice to the Borrowers, and upon the occurrence of any other Event of Default which is continuingand for so long as the other Event of Default shall continue, the Administrative Agent may, and shall at upon the request instructions of the Required Lenders, without notice to the Borrower, do either or both of the following: following with notice to Master Borrower: (a) declare that the Commitments have expired and that each Lender’s the Lenders’ obligations to make Advances, if any, Borrowings thereunder have terminated; and and (b) declare the entire principal amount of all Advances Borrowings outstanding, all unpaid accrued interest and all fees and other amounts required to be paid by the Borrower Borrowers hereunder to be immediately due and payable without the necessity of presentment for payment, notice of non-payment and of protest (all of which are hereby expressly waived) and proceed to exercise any and all rights and remedies hereunder and under any other Loan Document or otherwise permitted by law; provided that. From and after the issuance of any declaration referred to in this Section 11.211.3, upon no Lender shall be required to honour any cheque or other instrument presented to it by the occurrence of an Event of Default under Section 9.1(10) or Section 9.1(11), the Lenders’ obligations to make further Advances under the Credit Facilities shall automatically terminate and the entire principal amount of all outstanding Advances, all unpaid accrued interest and all fees and other amounts payable under this Agreement shall become due immediately due and payable, without the necessity of presentment for payment, notice of non-payment and of protest (all of which are hereby expressly waived) and the Agent may, and shall the request Borrowers regardless of the Required Lenders, proceed to exercise any and all rights and remedies hereunder and under any other Document date of issue or otherwise permitted by lawpresentation. Immediately upon receipt of a declaration under Section 9.2(b11.211.3(b), the Borrower Borrowers shall pay to the Administrative Agent and on behalf of the Lenders all Advances and other amounts outstanding hereunder including the maximum amount payable under all outstanding Letters of Credit which are unmatured or unexpired, which amounts shall be held by it under the Administrative Agent pursuant to the provisions of this Agreement and Agreement. If the other DocumentsBorrowers does not pay any such amount so required to be paid, including an amount the applicable Lender shall have the option at any time without notice to the Borrowers to make a Prime Loan to the Borrowers equal to the aggregate of the face amounts of all Bankers’ Acceptances which have not matured. The Borrower shall execute that amount, such security documents with respect Loan to those Bankers’ Acceptances and any amounts paid in respect thereof as the Agent shall require. From and after the date of the occurrence of an Event of Default and for so long as such Event of Default continues, to the extent interest on overdue amounts has not been applied pursuant to Section 4.5, all Advances shall bear interest or fees at the rates otherwise applicable plus two percent (2%) per annum specified in order to compensate this Agreement. The proceeds of such Loan shall be held by the Lenders Administrative Agent in a non-interest bearing account as collateral security for the additional risk.Borrowers’ obligations under such Letters of Credit. The

Rights upon Default and Event of Default. Subject to Section 7.5, upon Upon the occurrence of a Default, the Administrative Agent may, and shall at upon the request instructions of the Required Majority Lenders, on notice to the BorrowerBorrowers, declare that the ability of the any Borrower to obtain make any further Advance borrowing under the Credit Facilities shall be suspended pending the remedying of the Default. Subject Upon the occurrence of an Event of Default pursuant to Section 7.5Sections 11.1(11) or 11.1(12), the Administrative Agent shall, and upon the occurrence of any other Event of Default which is continuingand for so long as the other Event of Default shall continue, the Administrative Agent may, and shall at upon the request instructions of the Required Majority Lenders, without notice to the BorrowerBorrowers, do either or both of the following: (a) declare that the Commitments have Total Commitment has expired and that each Lender’s the Credit Facility Lenders’ obligations to make Advances, if any, Advances have terminated; and (b) declare the entire principal amount of all Advances outstanding, all unpaid accrued interest and all fees and other amounts required to be paid by the Borrower Borrowers or either of them hereunder to be immediately due and payable without the necessity of presentment for payment, notice of non-payment and of protest (all of which are hereby expressly waived) and proceed to exercise any and all rights and remedies hereunder and under any other Document or otherwise permitted by law; provided that. From and after the issuance of any declaration referred to in this Section 11.2, upon the occurrence of an Event of Default under Section 9.1(10) no Credit Facility Lender shall be required to honour any cheque or Section 9.1(11), the Lenders’ obligations other instrument presented to make further Advances under the Credit Facilities shall automatically terminate and the entire principal amount of all outstanding Advances, all unpaid accrued interest and all fees and other amounts payable under this Agreement shall become due immediately due and payable, without the necessity of presentment for payment, notice of non-payment and of protest (all of which are hereby expressly waived) and the Agent may, and shall the request it by any Borrower regardless of the Required Lenders, proceed to exercise any and all rights and remedies hereunder and under any other Document date of issue or otherwise permitted by lawpresentation. Immediately upon receipt of a declaration under Section 9.2(b11.2(b), the each Borrower shall pay to the Administrative Agent and on behalf of the Lenders all Advances and other amounts payable outstanding hereunder owing by it under this Agreement and the other Documentssuch Borrower, including an amount equal to the aggregate of the face amounts amount of all Bankers’ Acceptances which have not matured, the maximum amount payable under all outstanding Letters of Credit and Letters of Guarantee, and the amount owing to that Lender in respect of any Hedge Contracts with any Credit Facility Lenders which are unmatured or unexpired, which amounts shall be held by the Administrative Agent in an interest bearing account as collateral security for the applicable Borrower’s obligations with respect to those Bankers’ Acceptances, Letters of Credit, Letters of Guarantee and Hedge Contracts, as applicable. If any Borrower does not pay any such amount so required to be paid, the applicable Lender shall have the option at any time without notice to the Borrowers to make an Advance of a Prime Loan to the applicable Borrower equal to that amount, such Advance to bear interest at the rates specified in this Agreement. The proceeds of such Advance shall be held by the Administrative Agent in the interest bearing account as collateral security for the applicable Borrower’s obligations under the Bankers’ Acceptances, Letters of Credit or Letters of Guarantee, as applicable. Each Borrower shall execute such security documents with respect to those Bankers’ Acceptances Acceptances, Letters of Credit, Letters of Guarantee and Hedge Contracts and any amounts paid or held in respect thereof as the Administrative Agent shall require. From and after the date of the occurrence of an Event of Default and for so long as such Event of Default continues, to the extent interest on overdue amounts has not been applied pursuant to Section 4.5, all Advances shall bear interest or fees at the rates otherwise applicable plus two percent (2%) per annum in order to compensate the Lenders for the additional risk.

Rights upon Default and Event of Default. Subject to Section 7.5, upon Upon the occurrence and during the continuance of a Default, the Administrative Agent may, and shall at upon the request instructions of the Required Majority Lenders, on notice to the Borrower, declare that the ability of the Borrower to obtain make any further Advance borrowing under the Credit Facilities Facility shall be suspended pending the remedying of the Default. Subject Upon the occurrence and during the continuance of an Event of Default pursuant to Section 7.510.1(10), Section 10.1(11) or Section 10.1(12) the Administrative Agent shall and, upon the occurrence and during the continuance of any other Event of Default, and for so long as the other Event of Default which is continuingshall continue, the Administrative Agent may, and shall at upon the request instructions of the Required Majority Lenders, without notice to the Borrower, do either or both of the following: (a) declare that the Commitments have Total Commitment has expired and that each Lender’s the Lenders’ obligations to make Advances, if any, Advances have terminated; and (b) declare the entire principal amount of all Advances outstanding, all unpaid accrued interest and all fees and other amounts required to be paid by the Borrower hereunder to be immediately due and payable without the necessity of presentment for payment, notice of non-payment and of protest (all of which are hereby expressly waived) and proceed to exercise any and all rights and remedies hereunder and under any other Document or otherwise permitted by law; provided that. From and after the issuance of any declaration referred to in this Section 10.2, upon no Lender shall be required to honour any cheque or other instrument presented to it by the occurrence of an Event of Default under Section 9.1(10) or Section 9.1(11), the Lenders’ obligations to make further Advances under the Credit Facilities shall automatically terminate and the entire principal amount of all outstanding Advances, all unpaid accrued interest and all fees and other amounts payable under this Agreement shall become due immediately due and payable, without the necessity of presentment for payment, notice of non-payment and of protest (all of which are hereby expressly waived) and the Agent may, and shall the request Borrower regardless of the Required Lenders, proceed to exercise any and all rights and remedies hereunder and under any other Document date of issue or otherwise permitted by lawpresentation. Immediately upon receipt of a declaration under Section 9.2(b10.2(b), the Borrower shall pay to the Administrative Agent and on behalf of the Lenders all Advances and other amounts payable by it outstanding hereunder or under this Agreement and any of the other DocumentsDocuments including, including without limitation, an amount equal to the aggregate of the face amounts of all Bankers’ Acceptances which have not matured, the maximum amount payable under all outstanding Letters of Credit, and the amount owing to any Lender in respect of any Hedge Contracts which are unmatured or unexpired, which amount shall be held by the Administrative Agent in a non-interest bearing account as collateral security for the Borrower’s obligations with respect to those Bankers’ Acceptances, Letters of Credit or Hedge Contracts, as applicable. The Borrower shall execute such security documents with respect to those such Bankers’ Acceptances Acceptances, Letters of Credit and Hedge Contracts and any amounts paid or held in respect thereof as the Administrative Agent shall reasonably require. From and after the date of the occurrence of an Event of Default and for so long as such Event of Default continues, to the extent interest on overdue amounts has not been applied pursuant to Section 4.5, all Advances shall bear interest or fees at the rates otherwise applicable plus two percent (2%) per annum in order to compensate the Lenders for the additional risk.

Rights upon Default and Event of Default. Subject to Section 7.5, upon Upon the occurrence of a Default, the Agent may, and the Agent shall at upon the request instructions of the Required Majority Lenders, on notice to the Borrower, declare that the ability of the Borrower to obtain require any further Advance Advances under the Credit Facilities shall be suspended pending the remedying of the Default. Subject Upon the occurrence of an Event of Default pursuant to Section 7.5Sections 10.1(i) or 10.1(j), the Agent shall, and upon the occurrence of any other Event of Default which is continuingand for so long as the other Event of Default shall continue, the Agent may, and the Agent shall at upon the request instructions of the Required Majority Lenders, without notice to the Borrower, do either or both of the following: (a) declare that the Commitments have Total Commitment under each Credit Facility has expired and that each Lender’s the Lenders' obligations to make Advances, if any, Advances have terminated; and (b) declare the entire principal amount of all Advances outstanding, all unpaid accrued interest and all fees and other amounts (including without limitation the Yield Maintenance Amount contemplated below and calculated as the date of acceleration) required to be paid by the Borrower hereunder to be immediately due and payable without the necessity of presentment for payment, notice of non-payment and of protest (all of which are hereby expressly waived) and proceed to exercise any and all rights and remedies hereunder and under any other Document Document. From and after the issuance of any declaration referred to in this Section 10.2, no Lender shall be required to honour any cheque or otherwise permitted other instrument presented to it by law; provided that, upon the occurrence of an Event of Default under Section 9.1(10) or Section 9.1(11), the Lenders’ obligations to make further Advances under the Credit Facilities shall automatically terminate and the entire principal amount of all outstanding Advances, all unpaid accrued interest and all fees and other amounts payable under this Agreement shall become due immediately due and payable, without the necessity of presentment for payment, notice of non-payment and of protest (all of which are hereby expressly waived) and the Agent may, and shall the request any Borrower regardless of the Required Lenders, proceed to exercise any and all rights and remedies hereunder and under any other Document date of issue or otherwise permitted by lawpresentation. Immediately upon receipt of a declaration under Section 9.2(b10.2(b), the Borrower Borrowers shall pay to the Agent and on behalf of the Lenders all Advances amounts outstanding hereunder including, if applicable, the Hedge Contract Exposure owing under each Hedge Contract with a Lender. Without limiting the generality of the foregoing, SunOpta shall pay to the Agent on behalf of the Lenders the face amount of all Bankers' Acceptances which have not matured which amounts shall be held by the Agent as collateral security for SunOpta's obligations and other amounts with respect to those Bankers' Acceptances. The Hedge Contract Exposure under any Hedge Contract shall be determined in accordance with the applicable Hedge Agreement. Without limiting any of the foregoing, upon the Obligations or any of them being declared due and payable pursuant to this Section 10.2, LP shall (to the extent permitted by it under this Agreement Applicable Law) pay, as compensation for (and instead of) foregone interest income resulting from a declaration of the other DocumentsObligations being due and payable, including an amount equal to the aggregate Yield Maintenance Amount, as determined by the calculations of the face amounts Facility C Lenders as set forth in a certificate to be furnished by the Agent or the Facility C Lenders to LP, which calculations shall be deemed prima facie to be correct absent manifest error. Notwithstanding any other provisions of all Bankers’ Acceptances which have not matured. The Borrower this Agreement or the Documents (but subject to what is stated in this sentence), no interest shall execute such security documents with respect to those Bankers’ Acceptances and any amounts paid accrue on Facility C Advances after the Yield Maintenance Amount in respect thereof as of such Advances is due on acceleration in accordance with this Section provided, however, that if the Agent Yield Maintenance Amount is not permitted to be paid pursuant to Applicable Law, then interest in respect of the Facility C Advances shall require. From and after continue to accrue from the date of acceleration and be payable by LP in accordance with the occurrence provisions of an Event this Agreement as if no such acceleration or demand for payment of Default and for so long as such Event of Default continues, to the extent interest on overdue amounts has not been applied pursuant to Section 4.5, all Advances shall bear interest or fees at the rates otherwise applicable plus two percent (2%) per annum in order to compensate the Lenders for the additional riskYield Maintenance Amount had occurred.

Rights upon Default and Event of Default. Subject to Section 7.5, upon Upon the occurrence of a Default, the Administrative Agent may, and shall at upon the request instructions of the Required Majority Lenders, on notice to the Borrower, declare that the ability of the Borrower to obtain make any further Advance borrowing under the Credit Facilities shall be suspended pending the remedying of the Default. Subject Upon the occurrence of an Event of Default pursuant to Section 7.5Sections 10.1(10) or 10.1(11), the Administrative Agent shall, and upon the occurrence of any other Event of Default which is continuingand for so long as the other Event of Default shall continue, the Administrative Agent may, and shall at upon the request instructions of the Required Majority Lenders, without notice to the Borrower, do either or both of the following: (a) declare that the Commitments have Total Commitment has expired and that each Lender’s the Lenders’ obligations to make Advances, if any, Advances have terminated; and (b) declare the entire principal amount of all Advances outstanding, all unpaid accrued interest and all fees and other amounts required to be paid by the Borrower hereunder to be immediately due and payable without the necessity of presentment for payment, notice of non-payment and of protest (all of which are hereby expressly waived) and proceed to exercise any and all rights and remedies hereunder and under any other Document or otherwise permitted by law; provided that. From and after the issuance of any declaration referred to in this Section 10.2, upon no Lender shall be required to honour any cheque or other instrument presented to it by the occurrence of an Event of Default under Section 9.1(10) or Section 9.1(11), the Lenders’ obligations to make further Advances under the Credit Facilities shall automatically terminate and the entire principal amount of all outstanding Advances, all unpaid accrued interest and all fees and other amounts payable under this Agreement shall become due immediately due and payable, without the necessity of presentment for payment, notice of non-payment and of protest (all of which are hereby expressly waived) and the Agent may, and shall the request Borrower regardless of the Required Lenders, proceed to exercise any and all rights and remedies hereunder and under any other Document date of issue or otherwise permitted by lawpresentation. Immediately upon receipt of a declaration under Section 9.2(b10.2(b), the Borrower shall pay to the Administrative Agent and on behalf of the Lenders all Advances and other amounts payable by it under this Agreement and the other Documents, outstanding hereunder including an amount equal to the aggregate of the face amounts of all Bankers’ Acceptances which have not matured, which amount shall be held by the Administrative Agent in a non-interest bearing account as collateral security for the Borrower’s obligations with respect to those Bankers’ Acceptances. If the Borrower does not pay any such amount so required to be paid, the applicable Lender shall have the option at any time without notice to the Borrower to make an Advance of a Prime Loan to the Borrower equal to that amount, such Advance to bear interest at the rates specified in this Agreement. The proceeds of such Advance shall be held by the Administrative Agent in the non-interest bearing account as collateral security for the Borrower’s obligations under the Bankers’ Acceptances. The Borrower shall execute such security documents with respect to those Bankers’ Acceptances and any amounts paid or held in respect thereof as the Administrative Agent shall require. From and after the date of the occurrence of an Event of Default and for so long as such Event of Default continues, to the extent interest on overdue amounts has not been applied pursuant to Section 4.5, all Advances shall bear interest or fees at the rates otherwise applicable plus two percent (2%) per annum in order to compensate the Lenders for the additional risk.

Rights upon Default and Event of Default. Subject to Section 7.5, upon Upon the occurrence of a Default, the Administrative Agent may, and shall at upon the request instructions of the Required Majority Lenders, on notice to the BorrowerBorrowers, declare that the ability of the any Borrower to obtain make any further Advance borrowing under the Credit Facilities shall be suspended pending the remedying of the Default. Subject Upon the occurrence of an Event of Default pursuant to Section 7.5Sections 11.1(11) or 11.1(12), the Administrative Agent shall, and upon the occurrence of any other Event of Default which is continuingand for so long as the other Event of Default shall continue, the Administrative Agent may, and shall at upon the request instructions of the Required Majority Lenders, without notice to the BorrowerBorrowers, do either or both of the following: (a) declare that the Commitments have Total Commitment has expired and that each Lender’s the Credit Facility Lenders' obligations to make Advances, if any, Advances have terminated; and (b) declare the entire principal amount of all Advances outstanding, all unpaid accrued interest and all fees and other amounts required to be paid by the Borrower Borrowers or either of them hereunder to be immediately due and payable without the necessity of presentment for payment, notice of non-payment and of protest (all of which are hereby expressly waived) and proceed to exercise any and all rights and remedies hereunder and under any other Document or otherwise permitted by law; provided that. From and after the issuance of any declaration referred to in this Section 11.2, upon the occurrence of an Event of Default under Section 9.1(10) no Credit Facility Lender shall be required to honour any cheque or Section 9.1(11), the Lenders’ obligations other instrument presented to make further Advances under the Credit Facilities shall automatically terminate and the entire principal amount of all outstanding Advances, all unpaid accrued interest and all fees and other amounts payable under this Agreement shall become due immediately due and payable, without the necessity of presentment for payment, notice of non-payment and of protest (all of which are hereby expressly waived) and the Agent may, and shall the request it by any Borrower regardless of the Required Lenders, proceed to exercise any and all rights and remedies hereunder and under any other Document date of issue or otherwise permitted by lawpresentation. Immediately upon receipt of a declaration under Section 9.2(b11.2(b), the each Borrower shall pay to the Administrative Agent and on behalf of the Lenders all Advances and other amounts payable outstanding hereunder owing by it under this Agreement and the other Documentssuch Borrower, including an amount equal to the aggregate of the face amounts amount of all Bankers’ ' Acceptances which have not matured, the maximum amount payable under all outstanding Letters of Credit and Letters of Guarantee, and the amount owing to that Lender in respect of any Hedge Contracts with any Credit Facility Lenders which are unmatured or unexpired, which amounts shall be held by the Administrative Agent in an interest bearing account as collateral security for the applicable Borrower's obligations with respect to those Bankers' Acceptances, Letters of Credit, Letters of Guarantee and Hedge Contracts, as applicable. If any Borrower does not pay any such amount so required to be paid, the applicable Lender shall have the option at any time without notice to the Borrowers to make an Advance of a Prime Loan to the applicable Borrower equal to that amount, such Advance to bear interest at the rates specified in this Agreement. The proceeds of such Advance shall be held by the Administrative Agent in the interest bearing account as collateral security for the applicable Borrower's obligations under the Bankers' Acceptances, Letters of Credit or Letters of Guarantee, as applicable. Each Borrower shall execute such security documents with respect to those Bankers’ Acceptances ' Acceptances, Letters of Credit, Letters of Guarantee and Hedge Contracts and any amounts paid or held in respect thereof as the Administrative Agent shall require. From and after the date of the occurrence of an Event of Default and for so long as such Event of Default continues, to the extent interest on overdue amounts has not been applied pursuant to Section 4.5, all Advances shall bear interest or fees at the rates otherwise applicable plus two percent (2%) per annum in order to compensate the Lenders for the additional risk.

Rights upon Default and Event of Default. Subject to Section 7.5, upon Upon the occurrence of a Default, the Agent may, and the Agent shall at upon the request instructions of the Required Majority Lenders, on notice to the Borrower, declare that the ability of the Borrower to obtain require any further Advance Advances under the Credit Facilities shall be suspended pending the remedying of the Default. Subject Upon the occurrence of an Event of Default pursuant to Section 7.5Sections 10.1(i) or 10.1(j), the Agent shall, and upon the occurrence of any other Event of Default which is continuingand for so long as the other Event of Default shall continue, the Agent may, and the Agent shall at upon the request instructions of the Required Majority Lenders, without notice to the Borrower, do either or both of the following: (a) declare that the Commitments have Total Commitment under each Credit Facility has expired and that each the Lender’s 's obligations to make Advances, if any, Advances have terminated; and (b) declare the entire principal amount of all Advances outstanding, all unpaid accrued interest and all fees and other amounts required to be paid by the Borrower hereunder to be immediately due and payable without the necessity of presentment for payment, notice of non-payment and of protest (all of which are hereby expressly waived) and proceed to exercise any and all rights and remedies hereunder and under any other Document Document. From and after the issuance of any declaration referred to in this Section 10.2, no Lender shall be required to honour any cheque or otherwise permitted other instrument presented to it by law; provided that, upon the occurrence of an Event of Default under Section 9.1(10) or Section 9.1(11), the Lenders’ obligations to make further Advances under the Credit Facilities shall automatically terminate and the entire principal amount of all outstanding Advances, all unpaid accrued interest and all fees and other amounts payable under this Agreement shall become due immediately due and payable, without the necessity of presentment for payment, notice of non-payment and of protest (all of which are hereby expressly waived) and the Agent may, and shall the request any Borrower regardless of the Required Lenders, proceed to exercise any and all rights and remedies hereunder and under any other Document date of issue or otherwise permitted by lawpresentation. Immediately upon receipt of a declaration under Section 9.2(b10.2(b), the Borrower Borrowers shall pay to the Agent and on behalf of the Lenders all Advances in respect of Facility A, Facility C, Facility D and other amounts payable by it under this Agreement Facility E, and the other Documents, including an amount equal to the aggregate US Administrative Agent on behalf of the Lenders in respect of Facility B, as applicable, all amounts outstanding hereunder including, if applicable, the Hedge Contract Exposure owing under each Hedge Contract with a Lender. Without limiting the generality of the foregoing, the Facility A Borrower and/or the Facility E Borrower, as applicable, shall pay to the Agent on behalf of the Lenders the face amounts amount of all Bankers’ ' Acceptances which have not matured. The Borrower matured which amounts shall execute such be held by the Agent as collateral security documents for the Facility A Borrower's obligations and/or the Facility E Borrower's obligations, as applicable, with respect to those Bankers’ Acceptances and ' Acceptances, as applicable. The Hedge Contract Exposure under any amounts paid Hedge Contract shall be determined in respect thereof as accordance with the Agent shall requireapplicable Hedge Agreement. From and after the date of the occurrence of an Event of Default and for so long as such Event of Default continues, to the extent interest on overdue amounts has not been applied pursuant to Section 4.5, all Advances shall bear interest or fees at the rates otherwise applicable plus two percent (2%) per annum in order to compensate the Lenders for the additional risk.-105-

Rights upon Default and Event of Default. Subject to Section 7.5, upon Upon the occurrence of a Default, which is continuing, the Agent Lender may, and shall at the request of the Required Lenders, on notice to the BorrowerBorrowers, declare that the ability of the Borrower Borrowers to obtain require any further Advance Advances under the Credit Facilities shall be suspended pending the remedying of the Defaultsuspended. Subject to Section 7.5, upon Upon the occurrence of any an Event of Default which is continuing, the Agent may, and shall at the request of the Required Lenders, without notice to the Borrower, Lender may do either or both of the following: (a) declare that the Commitments have Commitment under any or all of the Facility has expired and that each the Lender’s obligations obligation to make Advances, if any, have Advances has terminated; and (b) declare the entire principal amount of all Advances outstanding, all unpaid accrued interest and all fees and other amounts required to be paid by the Borrower Borrowers hereunder to be immediately due and payable without the necessity of presentment for payment, notice of non-payment and of protest (all of which are hereby expressly waived) and proceed to exercise any and all rights and remedies hereunder and under any other Document or otherwise permitted by law; provided that, upon Credit Document. From and after the occurrence issuance of an Event of Default under any declaration referred to in this Section 9.1(10) or Section 9.1(11)13.2, the Lenders’ obligations Lender shall not be required to make further Advances under honour any cheque or other instrument presented to it by the Credit Facilities shall automatically terminate and the entire principal amount of all outstanding Advances, all unpaid accrued interest and all fees and other amounts payable under this Agreement shall become due immediately due and payable, without the necessity of presentment for payment, notice of non-payment and of protest (all of which are hereby expressly waived) and the Agent may, and shall the request Borrower regardless of the Required Lenders, proceed to exercise any and all rights and remedies hereunder and under any other Document date of issue or otherwise permitted by lawpresentation. Immediately upon receipt of a declaration under Section 9.2(b13.2(b), the Borrowers shall pay to the Lender all amounts outstanding hereunder including, without limitation, the Deemed Hedge Exposure owing under each Hedging Arrangement. Without limiting the generality of the foregoing, the applicable Borrower shall pay to the Agent and the Lenders all Advances and other amounts payable by it under this Agreement and the other Documents, including an amount equal to the aggregate of Lender the face amounts amount of all Bankers’ Acceptances which have not matured. The Borrower matured and the maximum amount payable under all outstanding Letters of Credit, which are unmatured or unexpired, which amounts shall execute such be held by the Lender as collateral security documents for the Borrower’s obligations with respect to those Bankers’ Acceptances and Letters of Credit, as applicable. The Deemed Hedge Exposure under any amounts paid Hedging Arrangement shall be determined in respect thereof as accordance with the Agent shall require. From and after the date of the occurrence of an Event of Default and for so long as such Event of Default continues, to the extent interest on overdue amounts has not been applied pursuant to Section 4.5, all Advances shall bear interest or fees at the rates otherwise applicable plus two percent (2%) per annum in order to compensate the Lenders for the additional riskHedge Agreement.

Rights upon Default and Event of Default. Subject to Section 7.5, upon Upon the occurrence of a Default, which is continuing, the Agent Lender may, and shall at the request of the Required Lenders, on notice to the BorrowerBorrowers, declare that the ability of the Borrower Borrowers to obtain require any further Advance Advances under the Credit Facilities Facility shall be suspended pending the remedying of the Defaultsuspended. Subject to Section 7.5, upon Upon the occurrence of any an Event of Default which is continuing, the Agent may, and shall at the request of the Required Lenders, without notice to the Borrower, Lender may do either or both of the following: (a) declare that the Commitments have Revolving Commitment under the Facility has expired and that each the Lender’s obligations obligation to make Advances, if any, have Advances has terminated; and (b) declare the entire principal amount of all Advances outstanding, all unpaid accrued interest and all fees and other amounts required to be paid by the Borrower Borrowers hereunder to be immediately due and payable without the necessity of presentment for payment, notice of non-payment and of protest (all of which are hereby expressly waived) and proceed to exercise any and all rights and remedies hereunder and under any other Document or otherwise permitted by law; provided that, upon Credit Document. From and after the occurrence issuance of an Event of Default under any declaration referred to in this Section 9.1(10) or Section 9.1(11)13.2, the Lenders’ obligations Lender shall not be required to make further Advances under honour any cheque or other instrument presented to it by the Credit Facilities shall automatically terminate and the entire principal amount of all outstanding Advances, all unpaid accrued interest and all fees and other amounts payable under this Agreement shall become due immediately due and payable, without the necessity of presentment for payment, notice of non-payment and of protest (all of which are hereby expressly waived) and the Agent may, and shall the request Borrowers regardless of the Required Lenders, proceed to exercise any and all rights and remedies hereunder and under any other Document date of issue or otherwise permitted by lawpresentation. Immediately upon receipt of a declaration under Section 9.2(b14.2(b), the Borrowers shall pay to the Lender all amounts outstanding hereunder including, without limitation, the Deemed Hedge Exposure owing under each Hedging Arrangement. Without limiting the generality of the foregoing, the applicable Borrower shall pay to the Agent and Lender the Lenders maximum amount payable under all Advances and other outstanding Letters of Credit, which are unmatured or unexpired, which amounts payable shall be held by it under this Agreement and the other Documents, including an amount equal to the aggregate of the face amounts of all Bankers’ Acceptances which have not matured. The Borrower shall execute Lender as collateral security for such security documents Borrower’s obligations with respect to those Bankers’ Acceptances and Letters of Credit, as applicable. The Deemed Hedge Exposure under any amounts paid Hedging Arrangement shall be determined in respect thereof as accordance with the Agent shall require. From and after the date of the occurrence of an Event of Default and for so long as such Event of Default continues, to the extent interest on overdue amounts has not been applied pursuant to Section 4.5, all Advances shall bear interest or fees at the rates otherwise applicable plus two percent (2%) per annum in order to compensate the Lenders for the additional riskHedge Agreement.