Common use of Termination of Commitments; Acceleration Clause in Contracts

Termination of Commitments; Acceleration. (i) If any Default described in Section 8.1(F) or 8.1(G) occurs with respect to the Company, any Subsidiary Borrower or any Subsidiary Guarantor, the obligations of the Lenders to make Loans hereunder and the obligation of any Issuing Banks to issue Letters of Credit hereunder shall automatically terminate and the Obligations shall immediately become due and payable without any election, action, presentment, demand, protest or notice of any kind on the part of the Administrative Agent or any Lender, all of which the Borrowers expressly waive. If any other Default occurs, the Required Lenders may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation of the Issuing Banks to issue Letters of Credit hereunder, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrowers expressly waive. In either case, upon the Obligations becoming so due and payable, each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the L/C Collateral Account, equal to the difference of (x) the amount of L/C Obligations at such time plus the aggregate amount of all fees and expenses that may accrue or arise until all Letters of Credit have expired or been terminated, less (y) the amount on deposit in the L/C Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). (ii) If at any time while any Default is continuing, the Administrative Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Administrative Agent may make demand on the Borrowers to pay, and the Borrowers will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the L/C Collateral Account. (iii) The Administrative Agent may at any time while any Default is continuing and funds are deposited in the L/C Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by any Borrower to the Administrative Agent, the Lenders or the Issuing Banks under the Loan Documents. (iv) At any time while any Default is continuing, neither any Borrower nor any Person claiming on behalf of or through any Borrower shall have any right to withdraw any of the funds held in the L/C Collateral Account. After all of the Obligations have been indefeasibly paid in full and the Aggregate Commitment has been terminated, any funds remaining in the L/C Collateral Account shall be returned by the Administrative Agent to the Company or paid to whomever may be legally entitled thereto at such time.

Termination of Commitments; Acceleration. Facility LC ----------------------------------------------------- Collateral Account. ------------------ (ia) If any Default or Event of Default described in Section 8.1(F7.1(h) or 8.1(G7.1 (i) occurs with respect to the Company, any Subsidiary Borrower or any Subsidiary GuarantorBorrower, the obligations of the Lenders (including the Swing Line Lender) to make Loans hereunder and the obligation of any Issuing Banks the LC Issuer to issue Letters of Credit hereunder Facility LCs shall automatically terminate and the Obligations shall immediately become due and payable without any election, action, presentment, demand, protest election or notice of any kind action on the part of the Administrative Agent Agent, the LC Issuer, the Swing Line Lender, or any Lender, and the Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of LC Obligations at such time, less (y) the amount on deposit in the Facility LC Collateral Account at such time which is free and clear of all rights and claims of which third parties and has not been applied against the Borrowers expressly waiveObligations (such difference, the "Collateral Shortfall Amount"). If any other Default or Event of Default occurs, the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) may (a) terminate or suspend the obligations of the Lenders (including the Swing Line Lender) to make Loans hereunder and the obligation of the Issuing Banks LC Issuer to issue Letters of Credit hereunderFacility LCs, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrowers Borrower hereby expressly waive. In either casewaives, and (b) upon the Obligations becoming so due and payable, each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay notice to the Administrative Agent an amount Borrower and in immediately available funds, which funds shall be held in the L/C Collateral Account, equal addition to the difference of (x) the amount of L/C Obligations at such time plus the aggregate amount continuing right to demand payment of all fees and expenses that may accrue or arise until all Letters of Credit have expired or been terminatedamounts payable under this Agreement, less (y) the amount on deposit in the L/C Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). (ii) If at any time while any Default is continuing, the Administrative Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Administrative Agent may make demand on the Borrowers Borrower to pay, and the Borrowers Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the L/C Facility LC Collateral Account. (iiib) The Administrative Agent may If at any time while any Default or Event of Default is continuing continuing, the Administrative Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Administrative Agent may (and at the direction of the Required Lenders shall) make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account. (c) The Administrative Agent may (and at the direction of the Required Lenders shall) at any time or from time to time after funds are deposited in the L/C Facility LC Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by any the Borrower to the Administrative Agent, Lenders (including the Lenders Swing Line Lender) or the Issuing Banks LC Issuer under the Loan Documents. (ivd) At any time while any Default or Event of Default is continuing, neither any the Borrower nor any Person claiming on behalf of or through any the Borrower shall have any right to withdraw any of the funds held in the L/C Facility LC Collateral Account. After all of the Obligations have been indefeasibly paid in full and the Aggregate Commitment (including the Swing Line Commitment) has been terminated, any funds fund remaining in the L/C Facility LC Collateral Account shall be returned by the Administrative Agent to the Company Borrower or paid to whomever may be legally entitled thereto at such time.

Termination of Commitments; Acceleration. Upon the occurrence of an Event of Default specified in clause (i) If any Default described in or (ii) of paragraph (f) of Section 8.1(F) or 8.1(G) occurs 8.1 with respect to the CompanyBorrower, any Subsidiary Borrower or any Subsidiary Guarantor, automatically the obligations of the Lenders to make Loans hereunder and the obligation of any Issuing Banks to issue Letters of Credit hereunder Revolving Commitments shall automatically immediately terminate and the Obligations outstanding Loans (with accrued interest thereon), Letter of Credit Liabilities (including contingent reimbursement obligations), and all other amounts owing under this Agreement and the other Loan Documents shall immediately become due and payable. Upon the occurrence of any other Event of Default and at any time thereafter during the continuation of such Event of Default, either or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Revolving Commitments to be terminated forthwith, whereupon the Revolving Commitments shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans (with accrued interest thereon), Letter of Credit Liabilities (including contingent reimbursement obligations), and all other amounts owing under this Agreement and the other Loan Documents to be due and payable without any electionforthwith, actionwhereupon the same shall immediately become due and payable. Except as may be expressly provided in Section 8.1, presentment, demand, protest or notice and all other notices of any kind on the part of the Administrative Agent or any Lender, all of which the Borrowers are hereby expressly waive. If any other Default occurs, the Required Lenders may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation of the Issuing Banks to issue Letters of Credit hereunder, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrowers expressly waive. In either case, upon the Obligations becoming so due and payable, each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the L/C Collateral Account, equal to the difference of (x) the amount of L/C Obligations at such time plus the aggregate amount of all fees and expenses that may accrue or arise until all Letters of Credit have expired or been terminated, less (y) the amount on deposit in the L/C Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). (ii) If at any time while any Default is continuing, the Administrative Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Administrative Agent may make demand on the Borrowers to pay, and the Borrowers will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the L/C Collateral Account. (iii) The Administrative Agent may at any time while any Default is continuing and funds are deposited in the L/C Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by any Borrower to the Administrative Agent, the Lenders or the Issuing Banks under the Loan Documents. (iv) At any time while any Default is continuing, neither any Borrower nor any Person claiming on behalf of or through any Borrower shall have any right to withdraw any of the funds held in the L/C Collateral Account. After all of the Obligations have been indefeasibly paid in full and the Aggregate Commitment has been terminated, any funds remaining in the L/C Collateral Account shall be returned waived by the Administrative Agent to the Company or paid to whomever may be legally entitled thereto at such timeBorrower.

Termination of Commitments; Acceleration. (i) If any Default described in Section 8.1(F) or 8.1(G) occurs with respect to the Company, any Subsidiary Borrower or any Subsidiary Guarantor, the obligations of the Lenders to make Loans hereunder and the obligation of any Issuing Banks to issue Letters of Credit hereunder shall automatically terminate and the Obligations shall immediately become due and payable without any election, action, presentment, demand, protest or notice of any kind on the part of the Administrative Agent or any Lender, all of which the Borrowers expressly waive. If any other Default occurs, the Required Lenders may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation of the Issuing Banks to issue Letters of Credit hereunder, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrowers expressly waive. In either case, upon the Obligations becoming so due and payable, each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the L/C Collateral Account, equal to the difference of (x) the amount of L/C Obligations at such time plus the aggregate amount of all fees and expenses that may accrue or arise until all Letters of Credit have expired or been terminated, less (y) the amount on deposit in the L/C Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”"COLLATERAL SHORTFALL AMOUNT"). (ii) If at any time while any Default is continuing, the Administrative Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Administrative Agent may make demand on the Borrowers to pay, and the Borrowers will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the L/C Collateral Account. (iii) The Administrative Agent may at any time while any Default is continuing and funds are deposited in the L/C Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by any Borrower to the Administrative Agent, the Lenders or the Issuing Banks under the Loan Documents. (iv) At any time while any Default is continuing, neither any Borrower nor any Person claiming on behalf of or through any Borrower shall have any right to withdraw any of the funds held in the L/C Collateral Account. After all of the Obligations have been indefeasibly paid in full and the Aggregate Commitment has been terminated, any funds remaining in the L/C Collateral Account shall be returned by the Administrative Agent to the Company or paid to whomever may be legally entitled thereto at such time.

Termination of Commitments; Acceleration. (i) If any Event of Default other than those described in Section 6.01(E) hereof shall occur and be continuing, then upon notice by Lender to Borrower, or if any Event of Default described in Section 8.1(F6.01(E) or 8.1(Gshall occur, then automatically, (A) occurs with respect to the CompanyDemand Line shall terminate, any Subsidiary Borrower or any Subsidiary Guarantor, whereupon the obligations of the Lenders Lender to make Loans hereunder and the Advances shall forthwith terminate, (B) Lender shall not have any further obligation of any Issuing Banks to issue Letters of Credit, and Lender shall not have any further obligation to create Acceptances, (C) Borrower shall pledge cash collateral and deposit in the Operating Account an amount equal to or greater than the amount of any Letter of Credit Liability and Acceptance Liability, (D) the entire unpaid principal amount of the Demand Line, the entire amount of unreimbursed drawings under Letters of Credit, the entire amount of all unmatured Acceptances, all interest accrued and unpaid thereon and all other amounts payable hereunder shall automatically terminate and under the Demand Note and the Obligations shall immediately become due and payable without any election, action, presentment, demand, protest or notice of any kind on the part of the Administrative Agent or any Lender, all of which the Borrowers expressly waive. If any other Default occurs, the Required Lenders may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation of the Issuing Banks to issue Letters of Credit hereunder, or declare the Obligations to be due and payable, or both, whereupon the Obligations Loan Documents shall become immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which the Borrowers are hereby expressly waive. In either case, upon the Obligations becoming so due waived by Borrower and payable, each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the L/C Collateral Account, equal to the difference of (xE) the amount of L/C Obligations at such time plus the aggregate amount of all fees and expenses that Lender may accrue or arise until all Letters of Credit have expired or been terminated, less (y) the amount on deposit in the L/C Collateral Account at such time which is free and clear of exercise all rights and claims remedies provided hereby, by any of third parties the other Loan Documents and has by applicable law. The specification of Events of Default shall not been applied against be construed or interpreted and is not intended to indicate that the Obligations (such differencecredit facility made available hereby is a term obligation. Rather, the “Collateral Shortfall Amount”). (ii) If at any time while any Default credit facility contemplated hereby is continuing, the Administrative Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Administrative Agent may make demand on the Borrowers to pay, a Demand Line and the Borrowers will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the L/C Collateral Account. (iii) The Administrative Agent Lender may at any time while time, without giving any reason therefor and whether or not a Default is continuing and funds are deposited in the L/C Collateral Accountor Event of Default exists, apply such funds to the demand payment of the Obligations and any other amounts as shall from time to time have become due and payable by any all obligations of Borrower to the Administrative Agent, the Lenders or the Issuing Banks Lender hereunder and under the other Loan Documents. (iv) At any time while any Default is continuing, neither any Borrower nor any Person claiming on behalf of or through any Borrower shall have any right to withdraw any of the funds held in the L/C Collateral Account. After all of the Obligations have been indefeasibly paid in full and the Aggregate Commitment has been terminated, any funds remaining in the L/C Collateral Account shall be returned by the Administrative Agent to the Company or paid to whomever may be legally entitled thereto at such time.

Termination of Commitments; Acceleration. (ia) If any Default described in Section 8.1(F8.1(f) or 8.1(G8.1(g) occurs with respect to the Company, any Subsidiary Borrower or any Subsidiary Guarantor, the obligations of the Lenders to make Loans hereunder and the obligation of any Issuing Banks to issue Letters of Credit hereunder shall automatically terminate and the Obligations shall immediately become due and payable without any election, action, presentment, demand, protest or notice of any kind on the part of the Administrative Agent or any Lender, all of which the Borrowers expressly waive. If any other Default occurs, the Required Lenders may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation of the Issuing Banks to issue Letters of Credit hereunder, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrowers expressly waive. In either case, upon the Obligations becoming so due and payable, each Borrower will also be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the L/C Collateral Controlled Account, equal to the difference of (x) the amount of L/C Obligations at such time plus the aggregate amount of all fees and expenses that may accrue or arise until all Letters of Credit have expired or been terminated, less (y) the amount on deposit in the L/C Collateral Controlled Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). (iib) If at any time while any Default is continuing, the Administrative Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Administrative Agent may make demand on the Borrowers to pay, and the Borrowers will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the L/C Collateral Controlled Account. (iiic) The Administrative Agent may at any time while any Default is continuing and funds are deposited in the L/C Collateral Controlled Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by any Borrower to the Administrative Agent, the Lenders or the Issuing Banks under the Loan Documents. (ivd) At any time while any Default is continuing, neither any Borrower nor any Person claiming on behalf of or through any Borrower shall have any right to withdraw any of the funds held in the L/C Collateral Controlled Account. After all of the Obligations have been indefeasibly paid in full and the Aggregate Commitment has been terminated, any funds remaining in the L/C Collateral Controlled Account shall be returned by the Administrative Agent to the Company or paid to whomever may be legally entitled thereto at such time.

Termination of Commitments; Acceleration. (i) If any Default described in Section 8.1(F) or 8.1(G) occurs with respect to the Company, any Subsidiary Borrower or any Subsidiary Guarantor, the obligations of the Lenders to make Loans hereunder and the obligation of any Issuing Banks to issue Letters of Credit hereunder shall automatically terminate and the Obligations shall immediately become due and payable without any election, action, presentment, demand, protest or notice of any kind on the part of the Administrative Agent or any Lender, all of which the Borrowers expressly waive. If any other Default occurs, the Required Lenders may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation of the Issuing Banks to issue Letters of Credit hereunder, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrowers expressly waive. In either case, upon the Obligations becoming so due and payable, each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the L/C Collateral Account, equal to the difference of (x) the amount of L/C Obligations at such time plus the aggregate amount of all fees and expenses that may accrue or arise until all Letters of Credit have expired or been terminated, less (y) the amount on deposit in the L/C Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). (iii) If at any time while any Default is continuing, the Administrative Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Administrative Agent may make demand on the Borrowers to pay, and the Borrowers will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the L/C Collateral Account. (iiiii) The Administrative Agent may at any time while any Default is continuing and funds are deposited in the L/C Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by any Borrower to the Administrative Agent, the Lenders or the Issuing Banks under the Loan Documents. (iviii) At any time while any Default is continuing, neither any Borrower nor any Person claiming on behalf of or through any Borrower shall have any right to withdraw any of the funds held in the L/C Collateral Account. After all of the Obligations have been indefeasibly paid in full and the Aggregate Commitment has been terminated, any funds remaining in the L/C Collateral Account shall be returned by the Administrative Agent to the Company or paid to whomever may be legally entitled thereto at such time.

Termination of Commitments; Acceleration. Upon the occurrence of any Event of Default (i) If any Default described in Section 8.1(F) or 8.1(G) occurs other than an event of default with respect to the CompanyBorrower described in clause (g) or (h) of Section 12.01), and at any Subsidiary Borrower or any Subsidiary Guarantortime thereafter during the continuance of such event, the obligations Agent may, and at the request of the Required Lenders shall, by notice to make the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans hereunder and the obligation of any Issuing Banks all other Obligations then outstanding to issue Letters of Credit hereunder shall automatically terminate and the Obligations shall immediately become be due and payable without in whole (or in part, in which case any electionprincipal or other Obligation not so declared to be due and payable may thereafter be declared to be due and payable), action, presentment, demand, protest or notice of any kind on and thereupon the part principal of the Administrative Agent or any Lender, Loans and all of which the Borrowers expressly waive. If any other Default occurs, the Required Lenders may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation of the Issuing Banks to issue Letters of Credit hereunder, or declare the Obligations so declared to be due and payable, or bothtogether with accrued interest thereon and all fees and other Obligations of the Borrower accrued hereunder, whereupon the Obligations shall become immediately due and payablepayable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers expressly waiveBorrower. In either casein case of any Event of Default with respect to the Borrower described in clause (g) or (h) of Section 12.01, upon the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other Obligations becoming so of the Borrower accrued hereunder, shall automatically become due and payable, each Borrower will be and become thereby unconditionally obligated, without any further notice, act or presentment demand, to pay to the Administrative Agent an amount in immediately available fundsprotest or other notice of any kind, which funds shall be held in the L/C Collateral Account, equal to the difference of (x) the amount of L/C Obligations at such time plus the aggregate amount of all fees and expenses that may accrue or arise until all Letters of Credit have expired or been terminated, less (y) the amount on deposit in the L/C Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”). (ii) If at any time while any Default is continuing, the Administrative Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Administrative Agent may make demand on the Borrowers to pay, and the Borrowers will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the L/C Collateral Account. (iii) The Administrative Agent may at any time while any Default is continuing and funds are deposited in the L/C Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by any Borrower to the Administrative Agent, the Lenders or the Issuing Banks under the Loan Documents. (iv) At any time while any Default is continuing, neither any Borrower nor any Person claiming on behalf of or through any Borrower shall have any right to withdraw any of the funds held in the L/C Collateral Account. After all of the Obligations have been indefeasibly paid in full and the Aggregate Commitment has been terminated, any funds remaining in the L/C Collateral Account shall be returned which are hereby waived by the Administrative Agent to the Company or paid to whomever may be legally entitled thereto at such timeBorrower.

Termination of Commitments; Acceleration. (a) If any Event of Default specified in Section 7.1.9 shall occur and be continuing, unless such Event of Default is waived as provided in Section 9.7, (i) If any Default described in Section 8.1(F) or 8.1(G) occurs with respect to the Company, any Subsidiary Borrower or any Subsidiary Guarantor, Revolving Commitment and the obligations of the Lenders Revolving Credit Banks to make Loans hereunder and the obligation of any Issuing Banks to issue Letters of Credit Revolving Advances hereunder shall automatically immediately terminate and (ii) the entire unpaid amount of the Notes, all interest accrued and unpaid thereon and all other amounts and Obligations payable hereunder shall immediately become and be forthwith due and payable payable, without any election, action, presentment, demand, protest or notice of any kind on the part of the Administrative Agent or any Lenderkind, all of which are hereby expressly waived by Borrowers. (b) If any Lender is served with any writ, warrant, notice of levy or similar process for the purpose of attaching, garnishing, seizing or levying on any deposit or other property of any Borrower or Guarantor to satisfy or secure a claim of the party on whose behalf such process is served (the "process claim"), a portion of the principal amount of the Notes, the interest accrued and unpaid thereon and the other amounts and Obligations payable hereunder equal to an amount which is equal to the greater of (i) the aggregate amount (whether in the form of deposits or otherwise) then owed to the Borrowers expressly waive. If any other Default occurs, and Guarantors against which the Required Lenders may terminate process claim is asserted by the Lender on which such process is served (the "offsettable amount") or suspend (ii) the obligations amount of the Lenders to make Loans hereunder and process claim (the obligation greater of such amounts being hereinafter called the Issuing Banks to issue Letters of Credit hereunder, or declare the Obligations to be due and payable, or both, whereupon the Obligations "accelerated amount") shall become and be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Borrowers, and the Borrowers expressly waive. In either case, upon the Obligations becoming so due and payable, each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an accelerated amount in immediately available funds, which funds shall be held in the L/C Collateral Account, equal deemed to the difference of (x) the amount of L/C Obligations at such time plus the aggregate amount of all fees have been immediately and expenses that may accrue or arise until all Letters of Credit have expired or been terminated, less (y) the amount on deposit in the L/C Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied automatically set off against the Obligations (such difference, the “Collateral Shortfall Amount”)offsettable amount. (iic) If at any time while any Event of Default is (other than those specified in Section 7.1.9) shall occur and be continuing, the Administrative Agent determines that (with the Collateral Shortfall Amount consent or at such time is greater than zerothe request of the Majority Lenders) may, by notice to the Administrative Agent may make demand on Borrowers, (i) declare the Borrowers Revolving Commitment to paybe terminated, whereupon the Revolving Commitment and the Borrowers will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the L/C Collateral Account. (iii) The Administrative Agent may at any time while any Default is continuing and funds are deposited in the L/C Collateral Account, apply such funds to the payment obligations of the Obligations and any other amounts as Revolving Credit Banks to make Revolving Advances hereunder shall from time to time have become due and payable by any Borrower to the Administrative Agentforthwith terminate, the Lenders or the Issuing Banks under the Loan Documents. (iv) At any time while any Default is continuing, neither any Borrower nor any Person claiming on behalf of or through any Borrower shall have any right to withdraw any of the funds held in the L/C Collateral Account. After all of the Obligations have been indefeasibly paid in full and the Aggregate Commitment has been terminated, any funds remaining in the L/C Collateral Account shall be returned by the Administrative Agent to the Company or paid to whomever may be legally entitled thereto at such time.and

Termination of Commitments; Acceleration. (i) If any Default described in Section 8.1(F) or 8.1(G) occurs with respect The Agent may, and upon the direction of the Required Lenders, shall declare the entire indebtedness evidenced by the Notes owed to the Company, any Subsidiary Borrower or any Subsidiary Guarantor, Lenders by the obligations of the Lenders to make Loans Borrowers hereunder and the obligation of any Issuing Banks to issue Letters of Credit hereunder shall automatically terminate and the all other Obligations shall immediately become due and payable without any election, action, presentment, demand, protest or notice of any kind on the part of the Administrative Agent or any Lender, all of which owed by the Borrowers expressly waive. If any other Default occursto the Lenders, the Required Lenders may terminate whether direct or suspend the obligations of the Lenders to make Loans hereunder and the obligation of the Issuing Banks to issue Letters of Credit hereunderindirect, contingent or declare the Obligations certain, to be forthwith due and payable, or bothwhereupon: 9.1.1 the indebtedness owed to the Lenders by Borrowers hereunder and all other Obligations owed by Borrowers to the Lenders with accrued interest thereon, whereupon the Obligations shall forthwith become immediately due and payable, all without presentment, demand, protest protest, or other notice of any kindkind from the Agent or Lenders, all of which are hereby expressly waived, anything contained in the Loan Documents to the contrary notwithstanding, and 9.1.2 automatically all Commitments to extend credit or to make Advances subsequent to the occurrence of the Event of Default, including, without limitation, the Commitment to make Advances or to issue Letters of Credit, shall immediately terminate and the Borrowers expressly waive. In either case, upon the Obligations becoming so due and payable, each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to shall thereupon pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the L/C Collateral Account, a sum equal to the difference maximum amount available under all outstanding Letters of (x) Credit, as of the date of any such Event of Default, which sum the Agent will hold in the Cash Collateral Account for reimbursement of any amounts drawn under any such Letters of Credit. Alternatively, the Borrowers may post an irrevocable letter of credit in the amount of L/C Obligations at such time plus the aggregate amount of all fees and expenses that may accrue or arise until all outstanding Letters of Credit have expired or been terminatedin favor of the Agent, less (y) which letter of credit shall be in form and substance and drawn on a financial institution acceptable to the amount on deposit Agent in the L/C its sole discretion. The Agent may withdraw funds from such Cash Collateral Account at or letter of credit in its discretion to satisfy Borrowers' reimbursement obligation for any draws under any such time which is free and clear Letters of all rights and claims of third parties and has not been applied against Credit. Should the Obligations (such differenceBorrowers fail to pay the Agent the amounts required to be paid pursuant to this Section 9.1.2, the “Agent may, but shall not be obligated to, make Advances under the Line of Credit Commitment and to deposit such Advances into such Cash Collateral Shortfall Amount”). (ii) If at Account; and each Lender shall be responsible to fund to the Agent its Committed Share of any time while any Default is continuingsuch Advances. The Borrowers shall immediately repay such Advances to the Agent, for the account of the Lenders, and upon failure to do so, the Administrative Agent determines that Agent, on behalf of the Collateral Shortfall Amount at such time is greater than zero, the Administrative Agent may make demand on the Borrowers to pay, and the Borrowers will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent the Collateral Shortfall Amount, which funds Lenders shall be deposited in the L/C Collateral Account. (iii) The Administrative Agent may at entitled to pursue any time while any Default is continuing and funds are deposited in the L/C Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by any Borrower to the Administrative Agent, all remedies the Lenders or the Issuing Banks may have under the Loan Documents. (iv) At . In the event any time while any Default is continuing, neither any Borrower nor any Person claiming on behalf of or through any Borrower shall have any right to withdraw any of the such funds held remain in the L/C Cash Collateral Account. After Account after the expiration of all of the Obligations have been indefeasibly paid in full and outstanding Letters of Credit, the Aggregate Commitment has been terminated, any funds remaining in the L/C Collateral Account therein shall be returned by applied to any unpaid Obligations of the Administrative Agent Borrowers to the Company or paid Lenders, and any remaining amount shall be remitted to whomever may be legally entitled thereto at such timethe Borrowers.

Termination of Commitments; Acceleration. Upon the occurrence of any Event of Default (other than an Event of Default described in clause (g) or (h) of Section 12.01), and at any time thereafter during the continuance of such event, the Lender may, by notice to the Borrowers, take either or both of the following actions, at the same or different times: (i) If any Default described in Section 8.1(F) or 8.1(G) occurs with respect to terminate the Company, any Subsidiary Borrower or any Subsidiary Guarantor, the obligations of the Lenders to make Loans hereunder and the obligation of any Issuing Banks to issue Letters Line of Credit hereunder and thereupon the Line of Credit shall automatically terminate immediately, and (ii) declare the Loans and all other Obligations shall immediately become then outstanding to be due and payable without in whole (or in part, in which case any electionprincipal or other Obligation not so declared to be due and payable may thereafter be declared to be due and payable), action, presentment, demand, protest or notice of any kind on and thereupon the part principal of the Administrative Agent or any Lender, Loans and all of which the Borrowers expressly waive. If any other Default occurs, the Required Lenders may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation of the Issuing Banks to issue Letters of Credit hereunder, or declare the Obligations so declared to be due and payable, or bothtogether with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, whereupon the Obligations shall become immediately due and payablepayable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers. In case of any Event of Default described in clause (g) or (h) of Section 12.01, the Line of Credit shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other Obligations of the Borrowers expressly waive. In either caseaccrued hereunder, upon the Obligations becoming so shall automatically become due and payable, each Borrower will be and become thereby unconditionally obligated, without any further notice, act or presentment demand, to pay protest or other notice of any kind, all of which are hereby waived by the Borrowers, provided, however, that in the event that the Borrowers file a voluntary petition under Chapter 11 of the United States Bankruptcy Code (the "Code") within one hundred and eighty (180) days after the Closing Date, then (a) upon the written request of the Borrowers, the Lenders shall consent to the Administrative Agent entry of a cash collateral order (the "Cash Collateral Order") by a court of competent jurisdiction (the "Bankruptcy Court"), in form and substance acceptable to the Lender, in its sole discretion, exercised in a commercially reasonable manner, pursuant to Section 363 of the Code, and the Borrowers' use of cash collateral thereunder shall terminate upon the earlier to occur of (i) 15 days from the entry of the Cash Collateral Order and (ii) entry of such an amount order approving the establishment of DIP financing, as referred to below, and (b) the Borrowers shall enter into a financing agreement (including a consent to proposed order to be approved by the Bankruptcy Court), in immediately available fundsform and substance substantially the same as, and containing such terms and conditions substantially the same as, those contained in this Financing Agreement, pursuant to Section 364(c)(1), (2) and (3) of the Code, which funds shall be held provide for debtor-in-possession ("DIP") financing in the L/C Collateral Account, amounts at least equal to the difference of (x) the original amount of L/C Obligations at such time plus the aggregate amount of all fees and expenses that may accrue or arise until all Letters Revolving Line of Credit have expired or been terminatedand the original principal amounts of the Term Loans. Such financing agreement shall include, less (y) the amount on deposit in the L/C Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such differencewithout limitation, the “Collateral Shortfall Amount”). following provisions: (i) that the Lender has first priority liens on all pre- and post-petition property of the Borrowers as security for all pre- and post-petition Obligations, subject only to validly perfected pre-petition Permitted Encumbrances existing as of the Closing Date; (ii) If at any time while any Default is continuing, the Administrative Agent determines that the Collateral Shortfall Amount at such time is greater than zeroLender be granted a superpriority over all claims, the Administrative Agent may make demand on the Borrowers to paypriority claims, superpriority claims and the Borrowers will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the L/C Collateral Account. administrative expenses; (iii) The Administrative Agent that the Lender's lien cannot be primed by another security holder; (iv) that no Section 506(c) administrative expenses can be charged to the collateral that secures such DIP financing without the Lender's consent; (v) that the Lender can apply for relief from the Section 362 stay upon shortened notice (which request for shortened notice would not be opposed by the Borrowers, the Borrowers reserving all rights to oppose the substantive relief sought in any such Section 362 motion); (vi) that the Lender shall be entitled to the full protection of Section 364(e); (vii) a finding by the Bankruptcy Court that the Lender is extending financing to the Borrowers in good faith; (viii) that Lender may at any time while any Default is continuing and funds are deposited give notice of its security interest in the L/C Collateral Account, apply such funds Accounts without prior notice to the Borrowers or application to the Bankruptcy Court; (ix) that the conditions set forth in paragraphs (k), (o) and (j) of Section 2.01 hereof be re-satisfied at the time of the DIP financing; (x) that there be no material existing Default (other than under clause (g) or (h) of Section 12.01 and other than a Default arising from the Indenture Event); (xi) that the DIP financing shall have a term of no more than one year; and (xii) neither the proceeds of any loan from the Lender, nor any of the Lender's collateral, shall be used for the payment or reimbursement of any fees or disbursements of any professionals retained by the debtor-in-possession, any trustee or examiner, or any official committee, incurred in connection with the assertion or joinder in any claim, counterclaim, action, proceeding, application, motion, objection, defense or other contested matter, the purpose of which is to seek any order, judgment, determination or similar relief; invalidating, setting aside, avoiding, subordinating or rendering or deeming unenforceable, in whole or in part, any of Lender's pre-petition or post-petition liens or any of the Obligations and to Lender, or any other amounts as shall from time to time have become due and payable claim against the Borrowers by Lender, under any Borrower to the Administrative Agent, the Lenders or the Issuing Banks under of the Loan Documents. (iv) At any time while any Default is continuing, neither any Borrower nor any Person claiming on behalf of or through any Borrower shall have any right to withdraw any of the funds held in the L/C Collateral Account. After all of the Obligations have been indefeasibly paid in full and the Aggregate Commitment has been terminated, any funds remaining in the L/C Collateral Account shall be returned by the Administrative Agent to the Company or paid to whomever may be legally entitled thereto at such time.

Termination of Commitments; Acceleration. Upon the occurrence of any Event of Default (i) If any other than an Event of Default described in Section 8.1(F) or 8.1(G) occurs with respect to the CompanyBorrower described in clause (g) or (h) of Section 10.01), and at any Subsidiary Borrower or any Subsidiary Guarantortime thereafter during the continuance of such event, the obligations Agent may, and at the request of the Required Lenders shall, by notice to make Loans hereunder the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments and thereupon the obligation of any Issuing Banks Commitments shall terminate immediately, and (ii) declare the Term Loan and all other Obligations then outstanding to issue Letters of Credit hereunder shall automatically terminate and the Obligations shall immediately become be due and payable without in whole (or in part, in which case any electionprincipal or other Obligation not so declared to be due and payable may thereafter be declared to be due and payable), action, presentment, demand, protest or notice of any kind on and thereupon the part principal of the Administrative Agent or any Lender, Term Loan and all of which the Borrowers expressly waive. If any other Default occurs, the Required Lenders may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation of the Issuing Banks to issue Letters of Credit hereunder, or declare the Obligations so declared to be due and payable, or bothtogether with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, whereupon the Obligations shall become immediately due and payablepayable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers expressly waiveBorrower. In either case, upon the Obligations becoming so due and payable, each Borrower will be and become thereby unconditionally obligated, without case of any further notice, act or demand, to pay Event of Default with respect to the Administrative Agent an amount Borrower described in immediately available fundsclause (g) or (h) of Section 10.01, which funds the Commitments shall be held in automatically terminate and the L/C Collateral Accountprincipal of the Term Loan then outstanding, equal to the difference of (x) the amount of L/C Obligations at such time plus the aggregate amount of together with accrued interest thereon and all fees and expenses that may accrue or arise until all Letters of Credit have expired or been terminated, less (y) the amount on deposit in the L/C Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the other Obligations (such difference, the “Collateral Shortfall Amount”). (ii) If at any time while any Default is continuing, the Administrative Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Administrative Agent may make demand on the Borrowers to pay, and the Borrowers will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the L/C Collateral Account. (iii) The Administrative Agent may at any time while any Default is continuing and funds are deposited in the L/C Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by any Borrower to the Administrative Agent, the Lenders or the Issuing Banks under the Loan Documents. (iv) At any time while any Default is continuing, neither any Borrower nor any Person claiming on behalf of or through any Borrower shall have any right to withdraw any of the funds held in the L/C Collateral Account. After all of the Obligations have been indefeasibly paid in full and the Aggregate Commitment has been terminated, any funds remaining in the L/C Collateral Account shall be returned by the Administrative Agent to the Company or paid to whomever may be legally entitled thereto at such time.accrued

Termination of Commitments; Acceleration. (i) If any Default described in Section 8.1(F) or 8.1(G) occurs with respect to the Company, any Subsidiary Borrower or any Subsidiary Guarantor, the obligations of the Lenders to make Loans hereunder and the obligation of any Issuing Banks to issue Letters of Credit hereunder shall automatically terminate and the Obligations shall immediately become due and payable without any election, action, presentment, demand, protest or notice of any kind on the part of the Administrative Agent or any Lender, all of which the Borrowers expressly waive. If any other Default occurs, the Required Lenders may terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation of the Issuing Banks to issue Letters of Credit hereunder, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrowers expressly waive. In either case, upon the Obligations becoming so due and payable, each Borrower will be and become thereby unconditionally obligated, without any further notice, act or demand, to pay to the Administrative Agent an amount in immediately available funds, which funds shall be held in the L/C Collateral Account, equal to the difference of (x) the amount of L/C Obligations at such time plus the aggregate amount of all fees and expenses that may accrue or arise until all Letters of Credit have expired or been terminated, less (y) the amount on deposit in the L/C Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Obligations (such difference, the “Collateral Shortfall Amount”"COLLATERAL SHORTFALL AMOUNT"). (ii) If at any time while any Default is continuing, the Administrative Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Administrative Agent may make demand on the Borrowers to pay, and the Borrowers will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the L/C Collateral Account. (iii) The Administrative Agent may at any time while any Default is continuing and funds are deposited in the L/C Collateral Account, apply such funds to the payment of the Obligations and any other amounts as shall from time to time have become due and payable by any Borrower to the Administrative Agent, the Lenders or the Issuing Banks under the Loan Documents. (iv) At any time while any Default is continuing, neither any Borrower nor any Person claiming on behalf of or through any Borrower shall have any right to withdraw any of the funds held in the L/C Collateral Account. After all of the Obligations have been indefeasibly paid in full and the Aggregate Commitment has been terminated, any funds remaining in the L/C Collateral Account shall be returned by the Administrative Agent to the Company or paid to whomever may be legally entitled thereto at such time.