Common use of THEREUPON Clause in Contracts

THEREUPON. (1) in the case of an Event of Default other than one referred to in clause (f) or (g) of this Section 9 with respect to the Borrower, the Administrative Agent shall, if instructed by the Majority Lenders, by notice to the Borrower, terminate the Commitments and/or declare the principal amount then outstanding of, and the accrued interest on, the Loans, the Reimbursement Obligations and all other amounts payable by the Borrower hereunder (including, without limitation, any amounts payable under Section 5.05 or 5.06 hereof) to be forthwith due and payable, whereupon such amounts shall be immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Borrower; and (2) in the case of the occurrence of an Event of Default referred to in clause (f) or (g) of this Section 9 with respect to the Borrower, the Commitments shall automatically be terminated and the principal amount then outstanding of, and the accrued interest on, the Loans, Reimbursement Obligations and all other amounts payable by the Borrower hereunder (including, without limitation, any amounts payable under Section 5.05 or 5.06 hereof) shall automatically become immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Borrower. In addition, upon the occurrence and during the continuance of any Event of Default (if the Administrative Agent has declared the principal amount then outstanding of, and accrued interest on, the Revolving Credit Loans and all other amounts payable by the Borrower hereunder to be due and payable), the Borrower agrees that it shall, if requested by the Administrative Agent or the Majority Revolving Credit Lenders through the Administrative Agent (and, in the case of any Event of Default referred to in clause (f) or (g) of this Section 9 with respect to the Borrower, forthwith, without any demand or the taking of any other action by the Administrative Agent or such Lenders) provide cover for the Letter of Credit Liabilities by paying to the Administrative Agent immediately available funds in an amount equal to the then aggregate undrawn face amount of all Letters of Credit, which funds shall be held by the Administrative Agent in the Collateral Account as collateral security in the first instance for the Letter of Credit Liabilities and be subject to withdrawal only as therein provided.

THEREUPON. (1) in the case of an Event of Default other than one referred to in clause (f) or (g) of this Section 9 with respect to the Borrower10, the Administrative Agent shallmay, if instructed by and upon written direction of the Majority LendersLenders shall, by notice to the Borrower, terminate the Commitments and/or declare the principal amount then outstanding of, and the accrued interest on, the Loans, the Reimbursement Obligations and all other amounts payable by the Borrower hereunder and under the Notes (including, without limitation, including any amounts payable under Section 5.05 or 5.06 hereof5.06) to be forthwith due and payable, whereupon such amounts shall be immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by Borrower, reduce any claim to judgment, take any other action permitted by law and/or take any action permitted to be taken by the BorrowerSecurity Documents during the existence of an Event of Default; and (2) in the case of the occurrence of an Event of Default referred to in clause (f) or (g) of this Section 9 with respect to the Borrower10, the Commitments shall automatically be terminated and the principal amount then outstanding of, and the accrued interest on, the Loans, the Reimbursement Obligations and all other amounts payable by the Borrower hereunder and under the Notes (including, without limitation, including any amounts payable under Section 5.05 or 5.06 hereof5.06) shall automatically become immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Borrower. In addition, Borrower agrees, upon the occurrence and during the continuance of any Event of Default (if the Administrative Agent has declared the principal amount then outstanding of, and accrued interest on, the Revolving Credit Loans Loans, and all other amounts payable by to the Borrower Revolving Credit Lenders hereunder and under the Notes evidencing such Loans to be due and payable), the Borrower agrees that it may and shall, if requested by the Administrative Agent or the Majority Revolving Credit Lenders through the Administrative Agent (and, in the case of any Event of Default referred to in clause (f) or (g) of this Section 9 10 with respect to the Borrowerany Relevant Party, forthwith, without any demand or the taking of any other action by the Administrative Agent or such Lenders) provide cover for the Letter of Credit Liabilities by paying to the Administrative Agent immediately available funds in an amount equal to the then aggregate undrawn face amount of all Letters of Credit, which funds shall be held by the Administrative Agent in the Collateral Account as collateral security in the first instance for the Letter of Credit Liabilities and be subject to withdrawal only as therein providedprovided in the Security Agreement.

THEREUPON. (1) in the case of an Event of Default other than one referred to in clause (fSections 9(f) or (g) of this Section 9 above with respect to the Borrowerany Obligor, the Administrative Co-Agent may (and upon written notification from Majority Lenders, Co-Agent shall, if instructed by the Majority Lenders), by notice to the BorrowerCompany, terminate the Commitments Commitment and/or declare the principal amount then outstanding of, and the accrued interest on, the Loans, the Reimbursement Obligations Loans and all other amounts payable by the Borrower Obligors hereunder and under the Notes (including, without limitation, any amounts payable under Section 5.05 or 5.06 hereof) to be forthwith due and payable, whereupon such amounts shall be immediately due and payable without presentment, demand, protest protest, notice of intent to accelerate, notice of acceleration or other formalities of any kind, all of which are hereby expressly waived by the BorrowerCompany and each other Obligor; and (2) in the case of the occurrence of an Event of Default referred to in clause (fSections 9(f) or (g) of this Section 9 above with respect to the Borrowerany Obligor, the Commitments Commitment shall automatically be terminated and the principal amount then outstanding of, and the accrued interest on, the Loans, Reimbursement Obligations Loans and all other amounts payable by the Borrower Obligors hereunder and under the Notes (including, without limitation, any amounts payable under Section 5.05 or 5.06 hereof) shall automatically become immediately due and payable without presentment, demand, protest protest, notice of intent to accelerate, notice of acceleration or other formalities of any kind, all of which are hereby expressly waived by the Borrowereach Obligor. In addition, upon the occurrence and during the continuance of If any Event of Default (if shall occur and be continuing, each Lender may protect and enforce its rights under the Administrative Agent has declared the principal amount then outstanding ofBasic Documents by any appropriate proceedings, including proceedings for specific performance of any covenant or agreement contained in any Basic Document, and accrued interest on, each Bank Party may enforce the Revolving Credit Loans and all other amounts payable by the Borrower hereunder to be due and payable), the Borrower agrees that it shall, if requested by the Administrative Agent or the Majority Revolving Credit Lenders through the Administrative Agent (and, in the case payment of any Event of Default referred to in clause (f) Obligations due it or (g) of this Section 9 with respect to enforce any other legal or equitable right which it may have. All rights, remedies and powers conferred upon Bank Parties under the Borrower, forthwith, without any demand or the taking Basic Documents shall be deemed cumulative and not exclusive of any other action by rights, remedies or powers available under the Administrative Agent Basic Documents or such Lenders) provide cover for the Letter of Credit Liabilities by paying to the Administrative Agent immediately available funds at law or in an amount equal to the then aggregate undrawn face amount of all Letters of Credit, which funds shall be held by the Administrative Agent in the Collateral Account as collateral security in the first instance for the Letter of Credit Liabilities and be subject to withdrawal only as therein providedequity.

THEREUPON. (1) in the case of an Event of Default other than one referred to in clause (fg) or (gh) of this Section 9 10 with respect to the Borrowerany Obligor, the Administrative Agent shallmay (and, if instructed requested by the Majority Lenders, shall), by notice to the Borrower, terminate the Commitments and/or declare the principal amount then outstanding of, and the accrued interest on, the Loans, the Reimbursement Obligations and all other amounts payable by the Borrower Obligors hereunder and under the Notes (including, without limitation, any amounts payable under Section 5.05 or 5.06 hereof5.06) to be forthwith due and payable, whereupon such amounts shall be immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Borrowereach Obligor; and (2) in the case of the occurrence of an Event of Default referred to in clause (fg) or (gh) of this Section 9 10 with respect to the Borrowerany Obligor, the Commitments shall automatically be terminated and the principal amount then outstanding of, and the accrued interest on, the Loans, the Reimbursement Obligations and all other amounts payable by the Borrower Obligors hereunder and under the Notes (including, without limitation, any amounts payable under Section 5.05 or 5.06 hereof5.06) shall automatically become immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Borrowereach Obligor. In addition, upon the occurrence and during the continuance of any Event of Default (if the Administrative Agent has declared the principal amount then outstanding of, and accrued interest on, the Revolving Credit Loans and all other amounts payable by the Borrower hereunder to be due and payable)Default, the Borrower agrees that it shall, if requested by the Administrative Agent or the Majority Revolving Credit Lenders through the Administrative Agent (and, in the case of any Event of Default referred to in clause (fg) or (gh) of this Section 9 10 with respect to the Borrowerany Obligor, forthwith, without any demand or the taking of any other action by the Administrative Agent or such Lendersany Lender) provide cover for the Letter of Credit Liabilities by paying to the Administrative Agent immediately available funds in an amount equal to the then aggregate undrawn face amount Undrawn Face Amount of all Letters of Credit, which funds shall be held by the Administrative Agent in the Collateral Account as collateral security in the first instance for the Letter of Credit Liabilities and be subject to withdrawal only as therein provided.

THEREUPON. (1) in the case of an Event of Default other than one referred to in clause (e), (f) or (g) of this Section 9 10 with respect to the Borrower or PR Borrower, the Administrative Agent shallmay, if instructed by and upon written direction of the Majority LendersLenders shall, by notice to the Borrower, terminate the Commitments and/or declare the principal amount then outstanding of, and the accrued interest on, the Loans, the Reimbursement Obligations and all other amounts payable by the Borrower and PR Borrower hereunder and under the Notes (including, without limitation, including any amounts payable under Section 5.05 or 5.06 hereof5.06) to be forthwith due and payable, whereupon such amounts shall be immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by Borrower and PR Borrower, reduce any claim to judgment, take any other action permitted by law and/or take any action permitted to be taken by the BorrowerSecurity Documents during the existence of an Event of Default; and (2) in the case of the occurrence of an Event of Default referred to in clause (e), (f) or (g) of this Section 9 10 with respect to the Parent, Borrower or PR Borrower, the Commitments shall automatically be terminated and the principal amount then outstanding of, and the accrued interest on, the Loans, the Reimbursement Obligations and all other amounts payable by the Borrower and PR Borrower hereunder and under the Notes (including, without limitation, including any amounts payable under Section 5.05 or 5.06 hereof5.06) shall automatically become immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Borrower and PR Borrower. In addition, upon the occurrence and during the continuance of any Event of Default (Borrower agrees that, if the Administrative Agent has declared the principal amount then outstanding of, and accrued interest on, the Revolving Credit Loans Loans, and all other amounts payable by to the Borrower Revolving Credit Lenders hereunder and under the Notes evidencing such Loans to be due and payable), the Borrower agrees that it may and shall, if requested by the Administrative Agent or the Majority Revolving Credit Lenders through the Administrative Agent (and, in the case of any Event of Default referred to in clause (e), (f) or (g) of this Section 9 10 with respect to the Parent, Borrower or PR Borrower, forthwith, without any demand or the taking of any other action by the Administrative Agent or such Lenders) provide cover for the Letter of Credit Liabilities by paying to the Administrative Agent immediately available funds in an amount equal to the then aggregate undrawn face amount of all Letters of Credit, which funds shall be held by the Administrative Agent in the Collateral Account as collateral security in the first instance for the Letter of Credit Liabilities and be subject to withdrawal only as therein providedprovided in the Security Agreement. Notwithstanding anything herein to the contrary, if at any time (i) a Default or Event of Default shall occur and be continuing pursuant to Section 10(d) solely as a result of any failure of the Obligors to comply with Section 9.11(a), (b) or (c), (ii) within 30 days of the occurrence of such Default or Event of Default the Obligors shall have received Net Available Proceeds of any Equity Issuance or incurrence of Indebtedness permitted under Section 9.08 and (iii) following the receipt of such Net Available Proceeds the Obligors shall, on a pro forma basis after giving effect to the receipt of such Net Available Proceeds and the application thereof as if such receipt and application had occurred on the applicable Test Date, be in compliance with Section 9.11(a), (b) or (c), as the case may be, then such Default or Event of Default shall be deemed cured and not to have existed and all rights and remedies of the Credit Parties under this Agreement and the other Credit Documents consequent thereon with respect to such Default or Event of Default shall cease to be of any force or effect in respect thereof; provided that the amount of Net Available Proceeds permitted to be applied to cure Defaults pursuant to this paragraph shall be limited to the minimum amount necessary to cure any such Default, and the remaining Net Available Proceeds received in connection with such Equity Issuance or incurrence of Indebtedness shall be applied as required pursuant to Section 2.10(a)(ii) or 2.10(a)(iii), as applicable.

THEREUPON. (1i) in the case of an Event of Default (other than one referred to in clause (f) or (g) of this Section 9 with in respect to of the Borrower, Company) (x) the Administrative Agent shallmay and, if instructed by upon request of the Majority LendersBanks, shall, by notice to the BorrowerCompany, terminate cancel the Commitments and/or and (y) the Administrative Agent may and, upon request of Banks holding at least 66-2/3% of the aggregate unpaid principal amount of Loans then outstanding shall, by notice to the Company, declare the principal amount then outstanding of, of and the accrued interest on, on the Loans, the Reimbursement Obligations and all other amounts payable by the Company or any other Borrower hereunder (includingand under the Notes, without limitation, any amounts payable under Section 5.05 or 5.06 hereof) to be forthwith due and payable, whereupon such amounts shall be immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Company and each other Borrower; and (2ii) in the case of the occurrence of an Event of Default referred to in clause (f) or (g) of this Section 9 with in respect to of the BorrowerCompany, the Commitments shall be automatically be terminated cancelled and the principal amount then outstanding of, and the accrued interest on, the Loans, Reimbursement Obligations Loans and all other amounts payable by the Company or any other Borrower hereunder and under the Notes shall become automatically immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Company and each other Borrower. In addition, in the case of the occurrence of any event of the type referred to in clause (includingf) or (g) of this Section 9 in respect of any Designated Borrower, without limitationthe principal amount then outstanding of, any and accrued interest on, the Loans and other amounts payable by such Designated Borrower hereunder and under Section 5.05 or 5.06 hereof) its Notes shall automatically become immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by such Designated Borrower and the Borrower. In addition, upon the occurrence and during the continuance of any Event of Default (if the Administrative Agent has declared the principal amount then outstanding of, and accrued interest on, the Revolving Credit Loans and all other amounts payable by the Borrower hereunder to be due and payable), the Borrower agrees that it shall, if requested by the Administrative Agent or the Majority Revolving Credit Lenders through the Administrative Agent (and, in the case of any Event of Default referred to in clause (f) or (g) of this Section 9 with respect to the Borrower, forthwith, without any demand or the taking of any other action by the Administrative Agent or such Lenders) provide cover for the Letter of Credit Liabilities by paying to the Administrative Agent immediately available funds in an amount equal to the then aggregate undrawn face amount of all Letters of Credit, which funds shall be held by the Administrative Agent in the Collateral Account as collateral security in the first instance for the Letter of Credit Liabilities and be subject to withdrawal only as therein providedCompany.

THEREUPON. (1) in the case of an Event of Default other than one referred to in clause (fc) or (gd) and (f) of this Section 9 with respect to the BorrowerMortgage, the Administrative Agent may and shall, if instructed by upon request of the Majority Required Lenders, by notice to the Borrower, terminate declare the Commitments to be terminated forthwith, whereupon the Commitments shall be terminated, and/or Administrative Agent may and shall, upon request of the Required Lenders, declare the principal amount then outstanding of, and the accrued interest on, the Loans, the Reimbursement Obligations Notes and all other amounts payable by the Borrower hereunder and under the Notes (including, without limitation, any amounts payable under Section 5.05 or 5.06 hereofthe applicable Funding Costs) to be forthwith due and payable, whereupon such amounts shall be immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Borrower; and (2) in the case of the occurrence of an Event of Default referred to in clause (c), (d) and (f) or (g) of this Section 9 with respect to the BorrowerMortgage, the Commitments shall automatically be terminated and the principal amount then outstanding of, and the accrued interest on, the Loans, Reimbursement Obligations Notes and all other amounts payable by the Borrower hereunder and under the Notes (including, without limitation, any amounts payable under Section 5.05 or 5.06 hereofthe applicable Funding Costs) shall automatically become immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Borrower. In addition; and (3) Administrative Agent may and shall, upon the occurrence request of the Required Lenders, exercise such rights and during remedies available under this Agreement, the continuance Notes, and the Security Documents or under applicable law, for the pro rata benefit of any Event of Default (if the Lenders, which Administrative Agent has declared deems appropriate under the principal amount then outstanding of, and accrued interest on, the Revolving Credit Loans and all other amounts payable by the Borrower hereunder circumstances in order to be due and payable), the Borrower agrees that it shall, if requested by the Administrative Agent or the Majority Revolving Credit Lenders through the Administrative Agent (and, in the case of any Event of Default referred to in clause (f) or (g) of this Section 9 with respect to the Borrower, forthwith, without any demand or the taking of any other action by the Administrative Agent or enforce such Lenders) provide cover for the Letter of Credit Liabilities by paying to the Administrative Agent immediately available funds in an amount equal to the then aggregate undrawn face amount of all Letters of Credit, which funds shall be held by the Administrative Agent in the Collateral Account as collateral security in the first instance for the Letter of Credit Liabilities and be subject to withdrawal only as therein provideddocuments.

THEREUPON. (1) in the case of an Event of Default other than one referred to in clause (e), (f) or (g) of this Section 9 10 with respect to the Borrower or PR Borrower, the Administrative Agent shallmay, if instructed by and upon written direction of the Majority LendersLenders shall, by notice to the Borrower, terminate the Commitments and/or declare the principal amount then outstanding of, and the accrued interest on, the Loans, the Reimbursement Obligations and all other amounts payable by the Borrower and PR Borrower hereunder and under the Notes (including, without limitation, including any amounts payable under Section 5.05 or 5.06 hereof5.06) to be forthwith due and payable, 127 whereupon such amounts shall be immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by Borrower and PR Borrower, reduce any claim to judgment, take any other action permitted by law and/or take any action permitted to be taken by the BorrowerSecurity Documents during the existence of an Event of Default; and (2) in the case of the occurrence of an Event of Default referred to in clause (e), (f) or (g) of this Section 9 10 with respect to the Borrower or PR Borrower, the Commitments shall automatically be terminated and the principal amount then outstanding of, and the accrued interest on, the Loans, the Reimbursement Obligations and all other amounts payable by the Borrower and PR Borrower hereunder and under the Notes (including, without limitation, including any amounts payable under Section 5.05 or 5.06 hereof5.06) shall automatically become immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Borrower and PR Borrower. In addition, Borrower agrees, upon the occurrence and during the continuance of any Event of Default (if the Administrative Agent has declared the principal amount then outstanding of, and accrued interest on, the Revolving Credit Loans Loans, and all other amounts payable by to the Borrower Revolving Credit Lenders hereunder and under the Notes evidencing such Loans to be due and payable), the Borrower agrees that it may and shall, if requested by the Administrative Agent or the Majority Revolving Credit Lenders through the Administrative Agent (and, in the case of any Event of Default referred to in clause (e), (f) or (g) of this Section 9 10 with respect to the Borrowerany Company, forthwith, without any demand or the taking of any other action by the Administrative Agent or such Lenders) provide cover for the Letter of Credit Liabilities by paying to the Administrative Agent immediately available funds in an amount equal to the then aggregate undrawn face amount of all Letters of Credit, which funds shall be held by the Administrative Agent in the Collateral Account as collateral security in the first instance for the Letter of Credit Liabilities and be subject to withdrawal only as therein providedprovided in the Security Agreement.

THEREUPON. (1) in each case of the case occurrence of an Event of Default Default, other than one referred to in clause (f) or (g) of this Section 9 with respect to Article, and at any time thereafter during the Borrowercontinuance of such Event of Default, (A) the Administrative Agent may and, upon request of the Required Lenders shall, if instructed by the Majority Lenders, by notice to the Lead Borrower, terminate the Commitments and/or and they shall thereupon terminate and (B) the Administrative Agent may and, upon request of the Required Lenders (assuming, for purposes of determining Required Lenders, that all Commitments have been terminated) shall, by notice to the Lead Borrower declare the principal amount then outstanding of, and the accrued interest on, the Loans, the Reimbursement Obligations reimbursement obligations in respect of LC Disbursements and all other amounts payable by the Borrower Obligors hereunder (including, without limitation, including any amounts payable under Section 5.05 2.14, 2.15 or 5.06 hereof2.16) to be forthwith due and payable, whereupon such amounts shall be immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Borrowereach Obligor; and (2) in the case of the occurrence of an Event of Default referred to in clause (f) or (gp) of this Section 9 with Article at any time when any holder of Required Senior Subordinated Debt or Qualified Senior Subordinated Debt (or the trustee or common agent of the holders of either such Indebtedness) shall not be prohibited from receiving or otherwise realizing any payment in respect to the Borrowerof such Indebtedness, the Commitments shall automatically be terminated and the principal amount then outstanding of, and the accrued interest on, the Loans, Reimbursement Obligations the reimbursement obligations in respect of LC Disbursements and all other amounts payable by the Borrower Obligors hereunder and under the Notes (including, without limitation, including any amounts payable under Section 5.05 2.14, 2.15 or 5.06 hereof2.16) shall automatically become immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by each Obligor (if not already accelerated and due and payable pursuant to clause (1) above); and (3) in the Borrowercase of the occurrence of an Event of Default referred to in clause (f) or (g) of this Article, the Commitments shall automatically be terminated and the principal amount then outstanding of, and the accrued interest on, the Loans, the reimbursement obligations in respect of LC Disbursements and all other amounts payable by the Obligors hereunder and under the Notes (including any amounts payable under Section 2.14, 2.15 or 2.16) shall automatically become immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by each Obligor. In addition, upon the occurrence and during the continuance of any Event of Default (if the Administrative Agent has declared the principal amount then outstanding of, and accrued interest on, the Revolving Credit Loans and all other amounts payable by the Borrower Borrowers hereunder to be and under the Notes have become due and payablepayable as provided above in this paragraph), the Borrower agrees Borrowers agree that it they shall, if requested upon request to the Lead Borrower by the Administrative Agent or the Majority Revolving Credit Required Lenders through the Administrative Agent (and, in the case of any Event of Default referred to in clause (f) or (g) of this Section 9 with respect to the BorrowerArticle, forthwith, without any demand or the taking of any other action by the Administrative Agent or such Lenders) provide cover for the Letter of Credit Liabilities by paying all LC Exposure pursuant to the Administrative Agent immediately available funds in an amount equal to the then aggregate undrawn face amount of all Letters of Credit, which funds shall be held by the Administrative Agent in the Collateral Account as collateral security in the first instance for the Letter of Credit Liabilities and be subject to withdrawal only as therein providedSection 2.05(k).

THEREUPON. (1) in the case of an Event of Default other than one referred to in clause (f) or (g) of this Section 9 10 with respect to the Borrowerany Obligor, the Administrative Agent shallmay and, if instructed by upon request of the Majority LendersBanks, shall, by notice to the BorrowerCompany, terminate the Commitments and/or declare the principal amount then outstanding of, and the accrued interest on, the Loans, the Reimbursement Obligations and all other amounts payable by the Borrower Obligors hereunder and under the Notes (including, without limitation, any amounts payable under Section 5.05 or 5.06 hereof) to be forthwith due and payable, whereupon such amounts shall be immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Borrowereach Obligor; and (2) in the case of the occurrence of an Event of Default referred to in clause (f) or (g) of this Section 9 10 with respect to the Borrowerany Obligor, the Commitments shall automatically be terminated and the principal amount then outstanding of, and the accrued interest on, the Loans, the Reimbursement Obligations and all other amounts payable by the Borrower Obligors hereunder and under the Notes (including, without limitation, any amounts payable under Section 5.05 or 5.06 hereof) shall automatically become immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Borrowereach Obligor. In addition, upon the occurrence and during the continuance of any Event of Default (if the Administrative Agent has declared the principal amount then outstanding of, and accrued interest on, the Revolving Credit Loans and all other amounts payable by the Borrower Company hereunder and under the Notes to be due and payable), the Borrower Company agrees that it shall, if requested by the Administrative Agent or the Majority Revolving Credit Lenders Banks through the Administrative Agent (and, in the case of any Event of Default referred to in clause (f) or (g) of this Section 9 10 with respect to the BorrowerCompany, forthwith, without any demand or the taking of any other action by the Administrative Agent or such LendersBanks) provide cover for the Letter of Credit Liabilities by paying to the Administrative Agent immediately available funds in an amount equal to the then aggregate undrawn face amount of all Letters of Credit, which funds shall be held by the Administrative Agent in the Collateral Account as collateral security in the first instance for the Letter of Credit Liabilities and be subject to withdrawal only as therein provided.

THEREUPON. (1) in the case of an Event of Default other than one referred to in clause (f) or (g) of this Section 9 10 with respect to the BorrowerBorrower or any Subsidiary Guarantor, the Administrative Agent shallmay and, if instructed by upon request of the Majority Lenders, will, by notice to the Borrower, terminate the Commitments and/or declare the principal amount then outstanding of, and the accrued interest on, the Loans, the Reimbursement Obligations Loans and all other amounts payable by the Borrower and the Subsidiary Guarantors hereunder and under the Notes (including, without limitation, any amounts payable under Section 5.05 or 5.06 hereof) to be forthwith due and payable, whereupon such amounts shall be immediately due and payable without Credit Agreement presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the BorrowerObligors; and (2) in the case of the occurrence of an Event of Default referred to in clause (f) or (g) of this Section 9 10 with respect to the BorrowerBorrower or any Subsidiary Guarantor, the Commitments shall automatically be terminated and the principal amount then outstanding of, and the accrued interest on, the Loans, Reimbursement Obligations Loans and all other amounts payable by the Borrower Obligors hereunder and under the Notes (including, without limitation, any amounts payable under Section 5.05 or 5.06 hereof) shall automatically become immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Borrower. In addition, upon the occurrence Obligors; and during the continuance of any Event of Default (if the Administrative Agent has declared the principal amount then outstanding of, and accrued interest on, the Revolving Credit Loans and all other amounts payable by the Borrower hereunder to be due and payable), the Borrower agrees that it shall, if requested by the Administrative Agent or the Majority Revolving Credit Lenders through the Administrative Agent (and, 3) in the case of any the occurrence of an Event of Default referred to in clause (f) or (g) of this Section 9 with respect to the Borrower, forthwith, without any demand or the taking of any other action caused by the Administrative Agent or such Lenders) provide cover for breach of the Letter of Credit Liabilities by paying to the Administrative Agent immediately available funds in an amount equal to the then aggregate undrawn face amount of all Letters of Credit, which funds shall be held by the Administrative Agent covenant described in the Collateral Account proviso to Section 9.01(i) hereof, the Lenders may, in their sole discretion, make the payments as collateral security described in the first instance for the Letter of Credit Liabilities and be subject to withdrawal only as therein providedsuch Section 9.01(i).

THEREUPON. (1) in the case of the occurrence and during the continuance of an Event of Default other than one referred to in clause (fa)(ii), clause (h) or (gi) of this Section 9 9.01 with respect to the BorrowerCompany, the Administrative Agent shallmay and, if instructed by upon request of the Majority Lenders, will, by notice to the BorrowerCompany, terminate the Commitments and/or declare the principal amount Principal Amount then outstanding of, and the accrued interest on, the Loans, the Swingline Loans, the Letter of Credit Reimbursement Obligations Obligations, the Bankers' Acceptances and all other amounts payable by the Borrower Company hereunder and under the Notes (including, without limitation, any amounts payable under Section 5.05 5.05, 5.06, 5.07 or 5.06 5.08 hereof) to be forthwith due and payable, whereupon such amounts shall be immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the BorrowerCompany; and (2) in the case of the occurrence of an Event of Default referred to in clause (fh) or (gi) of this Section 9 9.01 with respect to the BorrowerCompany, the Commitments shall automatically be terminated and the principal amount Principal Amount then outstanding of, and the accrued interest on, the Loans, the Swingline Loans, the Letter of Credit Reimbursement Obligations Obligations, the Bankers' Acceptances and all other amounts payable by the Borrower Company hereunder and under the Notes (including, without limitation, any amounts payable under Section 5.05 5.05, 5.06, 5.07 or 5.06 5.08 hereof) shall automatically become immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the BorrowerCompany; and (3) in the case of the occurrence and during the continuance of an Event of Default referred to in clause (a)(ii) of this Section 9.01 with respect to the Company, the Administrative Agent may and, upon request of BOM, will, by notice to the Company, terminate BOM's Commitment to make Swingline Loans pursuant to Section 2.05 and/or declare the Principal Amount then outstanding of, and accrued interest on, the Swingline Loans and all other amounts payable under the Swingline Note to be forthwith due and payable, whereupon such amounts shall be immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Company. In addition, upon the occurrence and during the continuance of any Event of Default (if the Administrative Agent has declared the principal amount Principal Amount then outstanding of, and accrued interest on, the Revolving Credit Loans and all other amounts payable by the Borrower Company hereunder and under the Notes to be due and payable), the Borrower Company agrees that (i) it shall, if requested by the Administrative Agent or the Majority Revolving Credit Lenders through the Administrative Agent (and, in the case of any Event of Default referred to in clause (f) or (g) of this Section 9 with respect to the Borrower, forthwith, without any demand or the taking of any other action by the Administrative Agent or such Lenders) shall provide cover for the Letter of Credit Liabilities, BA Loans and the Bankers' Acceptance Liabilities by paying to the Administrative Agent immediately available funds in an amount equal to the then aggregate undrawn face amount of all Letters of CreditCredit and the aggregate Principal Amount of all BA Loans and Bankers' Acceptances, which funds shall be held by the Administrative Agent in the Cash Collateral Account as collateral security in the first instance PRO RATA for the Letter of Credit Liabilities Liabilities, Bankers' Acceptances and BA Loans and be subject to withdrawal only as therein providedprovided and (ii) the Administrative Agent and the Lenders may, in addition to any other rights and remedies that they may have hereunder or in law or at equity in that event, realize on all or any part of the Security Documents held by them for the Company's obligations hereunder. Payment of the Principal Amount of any BA Loan as provided in paragraph (i) above shall satisfy the obligation to pay any interest accrued on that BA Loan.

THEREUPON. (1) in the case of an Event of Default other than one referred to in clause (fSections 9(f) or (g) of this Section 9 above with respect to the Borrowerany Obligor, the Administrative Agent may (and upon written notification from Majority Lenders, Agent shall, if instructed by the Majority Lenders), by notice to the BorrowerCompany, terminate the Commitments Commitment and/or declare the principal amount then outstanding of, and the accrued interest on, the Loans, the Reimbursement Obligations Loans and all other amounts payable by the Borrower Obligors hereunder and under the Notes (including, without limitation, any amounts payable under Section 5.05 or 5.06 hereof) to be forthwith due and payable, whereupon such amounts shall be immediately due and payable without presentment, demand, protest protest, notice of intent to accelerate, notice of acceleration or other formalities of any kind, all of which are hereby expressly waived by the BorrowerCompany and each other Obligor; and (2) in the case of the occurrence of an Event of Default referred to in clause (fSections 9(f) or (g) of this Section 9 above with respect to the Borrowerany Obligor, the Commitments Commitment shall automatically be terminated and the principal amount then outstanding of, and the accrued interest on, the Loans, Reimbursement Obligations Loans and all other amounts payable by the Borrower Obligors hereunder and under the Notes (including, without limitation, any amounts payable under Section 5.05 or 5.06 hereof) shall automatically become immediately due and payable without presentment, demand, protest protest, notice of intent to accelerate, notice of acceleration or other formalities of any kind, all of which are hereby expressly waived by the Borrowereach Obligor. In addition, upon the occurrence and during the continuance of If any Event of Default (if shall occur and be continuing, each Lender may protect and enforce its rights under the Administrative Agent has declared the principal amount then outstanding ofBasic Documents by any appropriate proceedings, including proceedings for specific performance of any covenant or agreement contained in any Basic Document, and accrued interest on, each Bank Party may enforce the Revolving Credit Loans and all other amounts payable by the Borrower hereunder to be due and payable), the Borrower agrees that it shall, if requested by the Administrative Agent or the Majority Revolving Credit Lenders through the Administrative Agent (and, in the case payment of any Event of Default referred to in clause (f) Obligations due it or (g) of this Section 9 with respect to enforce any other legal or equitable right which it may have. All rights, remedies and powers conferred upon Bank Parties under the Borrower, forthwith, without any demand or the taking Basic Documents shall be deemed cumulative and not exclusive of any other action by rights, remedies or powers available under the Administrative Agent Basic Documents or such Lenders) provide cover for the Letter of Credit Liabilities by paying to the Administrative Agent immediately available funds at law or in an amount equal to the then aggregate undrawn face amount of all Letters of Credit, which funds shall be held by the Administrative Agent in the Collateral Account as collateral security in the first instance for the Letter of Credit Liabilities and be subject to withdrawal only as therein providedequity.

THEREUPON. (1x) in upon the case occurrence of an any Event of Default other than one referred to described in clause (fSection ------- 7.01(k) or (gSection 7.01(l) of this Section 9 with respect to Borrower or any Subsidiary of ------- --------------- Borrower (i) all of the BorrowerCommitments shall automatically terminate, and Borrower shall deposit with the Administrative Agent shall, if instructed by the Majority Lenders, by notice cash equal to the Borrower, terminate aggregate face amount of all outstanding Letters of Credit issued hereunder and (ii) the Commitments and/or declare the principal entire unpaid amount then outstanding of, and the accrued interest on, the Loans, the Reimbursement of all Obligations and all other amounts payable by the Borrower hereunder (including, without limitation, any amounts payable under Section 5.05 or 5.06 hereof) to be forthwith shall automatically become immediately due and payable, whereupon such amounts shall be immediately due and payable without presentmentpresentment for payment, demand, protest protest, notice of intent to accelerate, notice of acceleration or other formalities further notice of any kind, all of which are hereby expressly waived by Borrower and each of its Subsidiaries and the Borrower; obligation of each Bank to make any Loan, and of the Issuing Bank(s) to issue any Letters of Credit, hereunder shall thereupon terminate and (2y) in the case of upon the occurrence of an any other Event of Default referred Default, the Agent shall at the request, or may with the consent, of the Required Banks, (i) by written notice to in clause (fBorrower declare all of the Commitments to be terminated, whereupon all of the Commitments and the obligations of each Bank to make any Loan hereunder, and of the Issuing Bank(s) or (g) to issue any Letter of this Section 9 Credit, shall forthwith terminate, and Borrower shall deposit with respect the Agent cash equal to the Borroweraggregate face amount of all outstanding Letters of Credit issued hereunder and (ii) by written notice to Borrower declare the entire unpaid amount of all Obligations to be forthwith due and payable, the Commitments whereupon all Obligations shall automatically become and be terminated forthwith due and the principal amount then outstanding of, and the accrued interest on, the Loans, Reimbursement Obligations and all other amounts payable by the Borrower hereunder (includingpayable, without limitation, any amounts payable under Section 5.05 or 5.06 hereof) shall automatically become immediately due and payable without presentmentpresentment for payment, demand, protest protest, notice of intent to accelerate, notice of acceleration or other formalities further notice of any kind, all of which are hereby expressly waived by the Borrower. In addition, upon the occurrence Borrower and during the continuance of any Event of Default (if the Administrative Agent has declared the principal amount then outstanding each Subsidiary of, and accrued interest on, the Revolving Credit Loans and all other amounts payable by the Borrower hereunder to be due and payable), the Borrower agrees that it shall, if requested by the Administrative Agent or the Majority Revolving Credit Lenders through the Administrative Agent (and, in the case of any Event of Default referred to in clause (f) or (g) of this Section 9 with respect to the Borrower, forthwith, without any demand or the taking of any other action by the Administrative Agent or such Lenders) provide cover for the Letter of Credit Liabilities by paying to the Administrative Agent immediately available funds in an amount equal to the then aggregate undrawn face amount of all Letters of Credit, which funds shall be held by the Administrative Agent in the Collateral Account as collateral security in the first instance for the Letter of Credit Liabilities and be subject to withdrawal only as therein provided.

THEREUPON. (1) in the case of an Event of Default other than one referred to in clause (f) or (g) of this Section 9 with respect to the Borrower9, the Administrative Agent shallmay with the consent of the Required Banks, if instructed by and, upon request of the Majority Lenders, Required Banks shall by notice to the BorrowerCompany, terminate the Commitments and/or declare the principal amount then outstanding of, and the accrued interest on, the Loans, the Acceptances, the Reimbursement Obligations and all other amounts payable by the Borrower Company hereunder and under the Notes (including, without limitation, any amounts payable under Section 5.04 or 5.05 or 5.06 hereof) to be forthwith due and payable, whereupon such amounts shall be immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the BorrowerCompany; and (2) in the case of the occurrence of an Event of Default referred to in clause (f) or (g) of this Section 9 with respect to the Borrower9, the Commitments shall automatically be terminated and the principal amount then outstanding of, and the accrued interest on, the Loans, the Acceptances, the Reimbursement Obligations and all other amounts payable by the Borrower Company hereunder and under the Notes (including, without limitation, any amounts payable under Section 5.04 or 5.05 or 5.06 hereof) shall automatically become immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the BorrowerCompany. In addition, upon the occurrence and during the continuance of any Event of Default (if the Administrative Agent has declared the principal amount then outstanding of, and accrued interest on, the Revolving Credit Loans and all other amounts payable by the Borrower Company hereunder and under the Notes to be due and payable), the Borrower Company agrees that it shall, if requested by the Administrative Agent or the Majority Revolving Credit Lenders Required Banks through the Administrative Agent (and, in the case of any Event of Default referred to in clause (f) or (g) of this Section 9 with respect to the Borrower9, forthwith, without any demand or the taking of any other action by the Administrative Agent or such LendersBanks) provide cover for the Letter of Credit Liabilities by paying to the Administrative Agent immediately available funds in an amount equal to the then aggregate undrawn face amount of all Letters of Credit, which funds shall be held by the Administrative Agent in the Collateral Account as collateral security in the first instance for the Letter of Credit Liabilities and be subject to withdrawal only as therein provided.

THEREUPON. (1) in the case of an Event of Default other than one referred to in clause (f) or (g) of this Section 9 10 with respect to any Obligor, (A) the BorrowerAgent may and, the Administrative Agent shall, if instructed by upon request of the Majority LendersLenders shall, by notice to the BorrowerCompany, terminate the Commitments and/or and they shall thereupon terminate, and (B) the Agent may and, upon request of the Majority Lenders shall by notice to the Company, declare the principal amount then outstanding of, and the accrued interest on, the Loans, the Reimbursement Obligations and all other amounts payable by the Borrower Obligors hereunder (including, without limitation, any amounts payable and under Section 5.05 or 5.06 hereof) the Notes to be forthwith due and payable, whereupon such amounts shall be immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Borrowereach Obligor; and (2) in the case of the occurrence of an Event of Default referred to in clause (f) or (g) of this Section 9 10 with respect to the Borrowerany Obligor, the Commitments shall automatically be terminated and the principal amount then outstanding of, and the accrued interest on, the Loans, the Reimbursement Obligations and all other amounts payable by the Borrower Obligors hereunder (including, without limitation, any amounts payable and under Section 5.05 or 5.06 hereof) the Notes shall automatically become immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Borrowereach Obligor. In addition, upon the occurrence and during the continuance of any Event of Default (if the Administrative Agent has declared the principal amount then outstanding of, and accrued interest on, the Revolving Credit Loans and all other amounts payable by the Borrower Company hereunder and under the Notes to be due and payable), the Borrower Company agrees that it shall, if requested by the Administrative Agent or the Majority Revolving Credit Lenders through the Administrative Agent (and, in the case of any Event of Default referred to in clause (f) or (g) of this Section 9 10 with respect to the Borrowerany Obligor, forthwith, without any demand or the taking of any other action by the Administrative Agent or such the Lenders) provide cover for the Letter of Credit Liabilities by paying to the Administrative Agent immediately available funds in an amount equal to the then aggregate undrawn face amount of all Letters of Credit, which funds shall be held by the Administrative Agent in the Collateral Account as collateral security in the first instance for the Letter of Credit Liabilities and be subject to withdrawal only as therein provided.

THEREUPON. (1) in the case of an Event of Default other than one referred to in clause (f) or (g) of this Section 9 with respect to the Borrower, the Administrative Agent shallmay (and, if instructed directed by the Majority Lenders, by notice to the Borrower, terminate shall) (a) declare the Commitments terminated (whereupon the Commitments shall be terminated) and/or (b) declare the principal amount then outstanding of, of and the accrued interest on, on the Loans, the Reimbursement Obligations Obligations, and commitment fees and all other amounts payable by the Borrower hereunder (including, without limitation, any amounts payable under Section 5.05 or 5.06 hereof) to be forthwith due and payable, whereupon such amounts shall be and become immediately due and payable payable, without notice (including, without limitation, notice of intent to accelerate), presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Company, the Canadian Borrowers and the Swiss Borrower; and (2) provided that in the case of the occurrence of an Event of Default with respect to the Company referred to in clause (f) or (g) of this Section 9 with respect to the Borrower10.01, the Commitments shall be automatically be terminated and the principal amount then outstanding of, of and the accrued interest on, on the Loans, the Reimbursement Obligations Obligations, and commitment fees and all other amounts payable by the Borrower hereunder shall be and become automatically and immediately due and payable, without notice (including, without limitation, any amounts payable under Section 5.05 or 5.06 hereof) shall automatically become immediately due and payable without notice of intent to accelerate), presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Company, the Canadian Borrowers and the Swiss Borrower. In addition, upon the occurrence and during the continuance of any Event of Default (if the Administrative Agent has declared the principal amount then outstanding of, and accrued interest on, the Revolving Credit Loans and all other amounts payable by the Company, the Canadian Borrowers and the Swiss Borrower hereunder to be due and payable), the Borrower Company agrees that it shall, if requested by the Administrative Agent or the Majority Revolving Credit Lenders through the Administrative Agent (and, in the case of any Event of Default referred to in clause (f) or (g) of this Section 9 10.01 with respect to the Company, the Canadian Borrowers or the Swiss Borrower, forthwith, without any demand or the taking of any other action by the Administrative Agent or such Lenders) provide cover for the Letter of Credit Liabilities by paying to the Administrative Agent immediately available funds in an amount equal to the then aggregate undrawn face stated amount of all Letters of Credit, which funds shall be held by the Administrative Agent in the Collateral Account as collateral security in the first instance for the Letter of Credit Liabilities and be subject to withdrawal only as therein providedLiabilities.

THEREUPON. (1) in the case of an Event of Default other than one referred to in clause (f) or (g) of this Section 9 with respect to 10, (A) the BorrowerAgent may and, the Administrative Agent shall, if instructed by upon request of the Majority LendersLenders shall, by notice to the BorrowerCompany, terminate the Commitments and/or and they shall thereupon terminate, and (B) the Agent may and, upon request by the Majority Lenders shall, by notice to the Company declare the principal amount then outstanding of, and the accrued interest on, the Loans, the Reimbursement Obligations and all other amounts payable by the Borrower Obligors hereunder and under the Notes (including, without limitation, any amounts payable under Section 5.05 or 5.06 hereof) to be forthwith due and payable, whereupon such amounts shall be immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Borrowereach Obligor; and (2) in the case of the occurrence of an Event of Default referred to in clause (f) or (g) of this Section 9 10 with respect to the Borrowerany Obligor, the Commitments shall automatically be terminated and the principal amount then outstanding of, and the accrued interest on, the Loans, the Reimbursement Obligations and all other amounts payable by the Borrower Obligors hereunder and under the Notes (including, without limitation, any amounts payable under Section 5.05 or 5.06 hereof) shall automatically become immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Borrowereach Obligor. In addition, upon the occurrence and during the continuance of any Event of Default (if the Administrative Agent has declared the principal amount then outstanding of, and accrued interest on, the Revolving Credit Loans and all other amounts payable by the Borrower Company hereunder and under the Notes to be due and payable), the Borrower Company agrees that it shall, if requested by the Administrative Agent or the Majority Revolving Credit Lenders through the Administrative Agent (and, in the case of any Event of Default referred to in clause (f) or (g) of this Section 9 10 with respect to the BorrowerCompany, forthwith, without any demand or the taking of any other action by the Administrative Agent or such Lenders) provide cover for the Letter of Credit Liabilities by paying to the Administrative Agent immediately available funds in an amount equal to the then aggregate undrawn face amount of all Letters of Credit, which funds shall be held by the Administrative Agent in the Collateral Account as collateral security in the first instance for the Letter of Credit Liabilities and be subject to withdrawal only as therein provided.

THEREUPON. (1) in the case of an Event of Default other than one referred to in clause (f) or (g) of this Section 9 with respect to the BorrowerCompany, (A) the Administrative Agent shallAgent, if instructed by with the approval of the Majority LendersBanks, may and, upon request of the Majority Banks, will, by notice to the BorrowerCompany, terminate the Commitments and/or and they shall thereupon terminate, and (B) the Administrative Agent, with the approval of the Majority Banks, may and, upon request of the Majority Banks shall, by notice to the Company declare the principal amount then outstanding of, and the accrued interest on, the Loans, the Reimbursement Obligations Loans and all other amounts payable by the any Borrower hereunder and under the Notes (including, without limitation, any amounts payable under Section 5.05 or 5.06 5.04 hereof) to be forthwith due and payable, whereupon such amounts shall be immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the each Borrower; and (2) in the case of the occurrence of an Event of Default referred to in clause (f) or (g) of this Section 9 with respect to the BorrowerCompany, the Commitments shall automatically be terminated and the principal amount then outstanding of, and the accrued interest on, the Loans, Reimbursement Obligations Loans and all other amounts payable by the Borrower Borrowers hereunder and under the Notes (including, without limitation, any amounts payable under Section 5.05 or 5.06 5.04 hereof) shall automatically become immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the each Borrower. In addition, upon the occurrence and during the continuance of any Event of Default (if the Administrative Agent has declared the principal amount then outstanding of, and accrued interest on, the Revolving Credit Loans and all other amounts payable by the Borrower Borrowers hereunder to be due and payable), the Borrower Company agrees that it shall, if requested by the Administrative Agent or the Majority Revolving Credit Lenders Banks through the Administrative Agent (and, in the case of any Event of Default referred to in clause (f) or (g) of this Section 9 with respect to the BorrowerCompany, forthwith, without any demand or the taking of any other action by the Administrative Agent or such Lendersthe Banks) provide cover for the Letter of Credit Liabilities LC Exposure by paying to the Administrative Agent immediately available funds (in Dollars or, if requested by the Administrative Agent with respect to any Letters of Credit denominated in an Agreed Foreign Currency, such Agreed Foreign Currency) in an amount equal to the then aggregate undrawn face amount of all Letters of Credit, which funds shall be held by the Administrative Agent in an account or accounts established and maintained at the Collateral Account Person acting as the Administrative Agent in the name of the Administrative Agent and for the benefit of the Banks (which account or accounts may be a "securities account" (within the meaning of Section 8-501 of the Uniform Commercial Code as in effect in the State of New York (the "UCC")), as collateral security for the LC Exposure (and for this purpose the Company hereby grants a security interest to the Administrative Agent for the benefit of the Banks in such account or accounts and all financial assets (as defined in the first instance for the Letter of Credit Liabilities UCC) and be subject to withdrawal only as therein providedother property held therein).

THEREUPON. (1) in the case of an Event of Default other than one referred to in clause (f) or (g) of this Section 9 11.01 with respect to any Obligor, (A) the BorrowerAgent may and, the Administrative Agent shall, if instructed by upon request of the Majority LendersLenders shall, by notice to the BorrowerCompany, terminate the Commitments and/or and they shall thereupon terminate, and (B) the Agent may and, upon request of the Majority Lenders shall by notice to the Company, declare the principal amount then outstanding of, and the accrued interest on, the Loans, the Reimbursement Obligations and all other amounts payable by the Borrower Obligors hereunder (including, without limitation, any amounts payable and under Section 5.05 or 5.06 hereof) the Notes to be forthwith due and payable, whereupon such amounts shall be immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Borrowereach Obligor; and (2) in the case of the occurrence of an Event of Default referred to in clause (f) or (g) of this Section 9 11 with respect to the Borrowerany Obligor, the Commitments shall automatically be terminated and the principal amount then outstanding of, and the accrued interest on, the Loans, the Reimbursement Obligations and all other amounts payable by the Borrower Obligors hereunder (including, without limitation, any amounts payable and under Section 5.05 or 5.06 hereof) the Notes shall automatically become immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Borrowereach Obligor. In addition, upon the occurrence and during the continuance of any Event of Default (if the Administrative Agent has declared the principal amount then outstanding of, and accrued interest on, the Revolving Credit Loans and all other amounts payable by the Borrower Company hereunder and under the Notes to be due and payable), the Borrower Company agrees that it shall, if requested by the Administrative Agent or the Majority Revolving Credit Lenders through the Administrative Agent (and, in the case of any Event of Default referred to in clause (f) or (g) of this Section 9 11.01 with respect to the Borrowerany Obligor, forthwith, without any demand or the taking of any other action by the Administrative Agent or such the Lenders) provide cover for the Letter of Credit Liabilities by paying to the Administrative Agent immediately available funds in an amount equal to the then aggregate undrawn face amount of all Letters of Credit, which funds shall be held by the Administrative Agent in the Collateral Account as collateral security in the first instance for the Letter of Credit Liabilities and be subject to withdrawal only as therein provided.

THEREUPON. (1) in the case of an Event of Default other than one referred to in clause (f) or (g) of this Section 9 with respect to the Borrower10, the Administrative Agent shallmay, if instructed by with the consent of the Majority Lenders, and upon written direction of the Majority Lenders shall, by notice to the Borrower, terminate the Commitments and/or declare the principal amount then outstanding of, and the accrued interest on, the Loans, the Reimbursement Obligations and all other amounts payable by the Borrower hereunder and under the Notes (including, without limitation, including any amounts payable under Section 5.05 or 5.06 hereof5.06) to be forthwith due and payable, whereupon such amounts shall be immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by Borrower, reduce any claim to judgment, take any other action permitted by law and/or take any action permitted to be taken by the BorrowerSecurity Documents during the existence of an Event of Default; and (2) in the case of the occurrence of an Event of Default referred to in clause (f) or (g) of this Section 9 10 with respect to the BorrowerBorrower or any Significant Subsidiary, the Commitments shall automatically be terminated and the principal amount then outstanding of, and the accrued interest on, the Loans, the Reimbursement Obligations and all other amounts payable by the Borrower hereunder and under the Notes (including, without limitation, including any amounts payable under Section 5.05 or 5.06 hereof5.06) shall automatically become immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Borrower. In addition, Borrower agrees, upon the occurrence and during the continuance of any Event of Default (if the Administrative Agent has declared the principal amount then outstanding of, and accrued interest on, the Revolving Credit Loans Loans, and all other amounts payable by to the Borrower Revolving Credit Lenders hereunder and under the Notes evidencing such Loans to be due and payable), the Borrower agrees that it may and shall, if requested by the Administrative Agent or the Majority Revolving Credit Lenders through the Administrative Agent (and, in the case of any Event of Default referred to in clause (f) or (g) of this Section 9 10 with respect to the BorrowerBorrower or any Significant Subsidiary, forthwith, without any demand or the taking of any other action by the Administrative Agent or such Lenders) provide cover for the Letter of Credit Liabilities by paying to the Administrative Agent immediately available funds in an amount equal to the then aggregate undrawn face amount of all Letters of Credit, which funds shall be held by the Administrative Agent in the Collateral Account as collateral security in the first instance for the Letter of Credit Liabilities and be subject to withdrawal only as therein providedprovided in the Security Agreement.

THEREUPON. (1) in the case of an Event of Default (other than one referred to in clause (f) or (g) of this Section 9 10 with respect to the Borrower), the Administrative Agent shallmay, if instructed by and upon written direction of the Majority LendersLenders shall, by notice to the Borrower, terminate the Commitments and/or declare the principal amount then outstanding of, and the accrued interest on, the Loans, the Reimbursement Obligations and all other amounts payable by the Borrower hereunder and under the Notes (including, without limitation, including any amounts payable under Section 5.05 or 5.06 hereof5.06) to be forthwith due and payable, whereupon such amounts shall be immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by Borrower, reduce any claim to judgment, take any other action permitted by law and/or take any action permitted to be taken by the BorrowerSecurity Documents during the existence of an Event of Default; and (2) in the case of the occurrence of an Event of Default referred to in clause (f) or (g) of this Section 9 10 with respect to the Borrower, the Commitments shall automatically be terminated and the principal amount then outstanding of, and the accrued interest on, the Loans, the Reimbursement Obligations and all other amounts payable by the Borrower hereunder and under the Notes (including, without limitation, including any amounts payable under Section 5.05 or 5.06 hereof5.06) shall automatically become immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Borrower. In addition, Borrower agrees, upon the occurrence and during the continuance of any Event of Default (if the Administrative Agent has declared the principal amount then outstanding of, and accrued interest on, the Revolving Credit Loans Loans, and all other amounts payable by to the Borrower Revolving Credit Lenders hereunder and under the Notes evidencing such Loans to be due and payable), the Borrower agrees that it may and shall, if requested by the Administrative Agent or the Majority Revolving Credit Lenders through the Administrative Agent (and, in the case of any Event of Default referred to in clause (f) or (g) of this Section 9 10 with respect to the Borrowerany Company, forthwith, without any demand or the taking of any other action by the Administrative Agent or such Lenders) provide cover for the Letter of Credit Liabilities by paying to the Administrative Agent immediately available funds in an amount equal to the then aggregate undrawn face amount of all Letters of Credit, which funds shall be held by the Administrative Agent in the Collateral Account as collateral security in the first instance for the Letter of Credit Liabilities and be subject to withdrawal only as therein providedprovided in the Security Agreement.

THEREUPON. (1i) in the case of an Event of Default other than one referred to in clause (f) or (g) of this Section 9 10.01 with respect to the Borrowerany Obligor, the Administrative Agent shall, if instructed by the Majority Lendersmay, by notice to the Borrower, terminate the Commitments and/or declare the principal amount then outstanding of, and the accrued interest on, the Loans, the Reimbursement Obligations and all other amounts payable by the Borrower Obligors hereunder and under the Notes (if any) (including, without limitation, any amounts payable under Section 5.05 or 5.06 hereof) to be forthwith due and payable, whereupon such amounts shall be immediately due and payable (provided that if so requested by the Majority Revolving Credit Lenders, the Majority Tranche A Lenders or the Majority Tranche C Lenders, the Agent shall take such action with respect to the Commitment and/or Loans of any Class and other amounts in respect thereof (including, in the case of the Revolving Credit Commitments and/or the Revolving Credit Loans, the Reimbursement Obligations) to the extent held by or owed to the relevant Lenders) without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Borrowereach Obligor; and (2ii) in the case of the occurrence of an Event of Default referred to in clause (f) or (g) of this Section 9 10.01 with respect to the Borrowerany Obligor, the Commitments shall automatically be terminated and the principal amount then outstanding of, and the accrued interest on, the Loans, the Reimbursement Obligations and all other amounts payable by the Borrower Obligors hereunder and under the Notes (if any) (including, without limitation, any amounts payable under Section 5.05 or 5.06 hereof) shall automatically become immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by each Obligor. Without limiting the Borrower. In additionrights of the Lenders under the preceding paragraph of this Section 10.01, upon the occurrence and during the continuance of any Event of Default (if the Administrative Agent has declared the principal amount then outstanding of, and accrued interest on, the Revolving Credit Loans and all other amounts payable by the Borrower hereunder to be due and payable)Default, the Borrower agrees that it shall, if requested by the Administrative Agent or the Majority Revolving Credit Lenders through the Administrative Agent (and, in the case of any Event of Default referred to in clause (f) or (g) of this Section 9 10.01 with respect to the Borrower, forthwith, without any demand or the taking of any other action by the Administrative Agent or such Majority Revolving Credit Lenders) provide cover for the Letter of Credit Liabilities by paying to the Administrative Agent immediately available funds in an amount equal to the then aggregate undrawn face amount of all Letters of Credit, which funds shall be held by the Administrative Agent in the Collateral Account as collateral security in the first instance for the Letter of Credit Liabilities and be subject to withdrawal only as therein provided.. Credit Agreement

THEREUPON. (1) in the case of an Event of Default other than one referred to in clause (e), (f) or (g) of this Section 9 10 with respect to the Borrower or PR Borrower, the Administrative Agent shallmay, if instructed by and upon written direction of the Majority LendersLenders shall, by notice to the Borrower, terminate the Commitments and/or declare the principal amount then outstanding of, and the accrued interest on, the Loans, the Reimbursement Obligations and all other amounts payable by the Borrower and PR Borrower hereunder and under the Notes (including, without limitation, including any amounts payable under Section 5.05 or 5.06 hereof5.06) to be forthwith due and payable, whereupon such amounts shall be immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by Borrower and PR Borrower, reduce any claim to judgment, take any other action permitted by law and/or take any action permitted to be taken by the BorrowerSecurity Documents during the existence of an Event of Default; and (2) in the case of the occurrence of an Event of Default referred to in clause (e), (f) or (g) of this Section 9 10 with respect to the Borrower or PR Borrower, the Commitments shall automatically be terminated and the principal amount then outstanding of, and the accrued interest on, the Loans, the Reimbursement Obligations and all other amounts payable by the Borrower and PR Borrower hereunder and under the Notes (including, without limitation, including any amounts payable under Section 5.05 or 5.06 hereof5.06) shall automatically become immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Borrower and PR Borrower. In addition, Borrower agrees, upon the occurrence and during the continuance of any Event of Default (if the Administrative Agent has declared the principal amount then outstanding of, and accrued interest on, the Revolving Credit Loans Loans, and all other amounts payable by to the Borrower Revolving Credit Lenders hereunder and under the Notes evidencing such Loans to be due and payable), the Borrower agrees that it may and shall, if requested by the Administrative Agent or the Majority Revolving Credit Lenders through the Administrative Agent (and, in the case of any Event of Default referred to in clause (e), (f) or (g) of this Section 9 10 with respect to the Borrower or PR Borrower, forthwith, without any demand or the taking of any other action by the Administrative Agent or such Lenders) provide cover for the Letter of Credit Liabilities by paying to the Administrative Agent immediately available funds in an amount equal to the then aggregate undrawn face amount of all Letters of Credit, which funds shall be held by the Administrative Agent in the Collateral Account as collateral security in the first instance for the Letter of Credit Liabilities and be subject to withdrawal only as therein providedprovided in the Security Agreement.

THEREUPON. (1) in the case of the occurrence and during the continuance of an Event of Default other than one referred to in clause (a)(ii), (f) or (g) of this Section 9 9.01 with respect to the any Borrower, the Administrative Lender shall (but only upon the direction of the Agent shall, if instructed by or the Majority Lenders), by notice to the BorrowerBorrowers, terminate the Commitments Commitment and/or declare the principal amount Principal Amount then outstanding of, and the accrued interest on, the Loans, the Swingline Loans, the Letter of Credit Reimbursement Obligations and all other amounts payable by the any Borrower hereunder and under the Notes (including, without limitation, any amounts payable under Section 5.05 or 5.06 hereof) to be forthwith due and payable, whereupon such amounts shall be immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the each Borrower; and (2) in the case of the occurrence of an Event of Default referred to in clause (f) or (g) of this Section 9 9.01 with respect to the any Borrower, the Commitments shall automatically be terminated and the principal amount then outstanding of, and the accrued interest on, the Loans, the Swingline Loans, the Letter of Credit Reimbursement Obligations Obligations, and all other amounts payable by the any Borrower hereunder and under the Notes (including, without limitation, any amounts payable under Section 5.05 or 5.06 hereof) shall automatically become immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by each Borrower and (3) in the case of the occurrence of an Event of Default referred to in clause (a)(ii) of this Section 9.01 with respect to the Borrowers, the Lender may and, upon receipt of notice from the Administrative Agent, will, by notice to the Borrowers, terminate the Commitment to make Swingline Loans pursuant to Section 2.05 hereof and/or declare the Principal Amount then outstanding of, and accrued interest on, the Swingline Loans and all other amounts payable under the Swingline Notes to be forthwith due and payable, whereupon such amounts shall be immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by each Borrower. In addition, upon the occurrence and during the continuance of any Event of Default (if the Administrative Agent Lender has declared the principal amount Principal Amount then outstanding of, and accrued interest on, the Revolving Credit Loans and all other amounts payable by the Borrower Borrowers hereunder and under the Notes to be due and payable), the Borrower agrees Borrowers agree that it shall, if requested by the Administrative Agent or the Majority Revolving Credit Lenders through the Administrative Agent (and, in the case of any Event of Default referred to in clause (fi) or (g) of this Section 9 with respect to the Borrower, forthwith, without any demand or the taking of any other action by the Administrative Agent or such Lenders) they shall provide cover for the Letter of Credit Liabilities and BA Loans by paying to the Administrative Agent Lender immediately available funds in an amount equal to the then aggregate undrawn face amount of all Letters of CreditCredit and all BA Loans, which funds shall be held by the Administrative Agent Lender in the Cash Collateral Account as collateral security in the first instance PRO RATA for the Letter of Credit Liabilities and BA Loans and be subject to withdrawal only as therein providedprovided and (ii) the Lender may (but only at the direction of the Agent or the Majority Lenders), in addition to any other rights and remedies that it may have hereunder or in law or at equity in that event, realize on all or any part of the Security Documents held by them for the Borrowers' obligations hereunder. Payment of the Principal Amount of any BA Loan as provided in paragraph (i) above shall satisfy the obligation to pay any interest accrued on that BA Loan.

THEREUPON. (1) in the case of an Event of Default other than one referred to in clause (f) or (g) with respect to Borrower of this Section 9 with respect to the Borrower10, the Administrative Agent shallmay, if instructed by and upon written direction of the Majority LendersLenders shall, by notice to the Borrower, terminate the Commitments and/or declare the principal amount then outstanding of, and the accrued interest on, the Loans, the Reimbursement Obligations and all other amounts payable by the Borrower hereunder and under the Notes (including, without limitation, including any amounts payable under Section 5.05 or 5.06 hereof5.06) to be forthwith due and payable, whereupon such amounts shall be immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by Borrower, reduce any claim to judgment, take any other action permitted by law and/or take any action permitted to be taken by the BorrowerSecurity Documents during the existence of an Event of Default; and (2) in the case of the occurrence of an Event of Default referred to in clause (f) or (g) of this Section 9 10 with respect to the Borrower, the Commitments shall automatically be terminated and the principal amount then outstanding of, and the accrued interest on, the Loans, the Reimbursement Obligations and all other amounts payable by the Borrower hereunder and under the Notes (including, without limitation, including any amounts payable under Section 5.05 or 5.06 hereof5.06) shall automatically become immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Borrower. In addition, Borrower agrees, upon the occurrence and during the continuance of any Event of Default (if the Administrative Agent has declared the principal amount then outstanding of, and accrued interest on, the Revolving Credit Loans Loans, and all other amounts payable by to the Borrower Revolving Credit Lenders hereunder and under the Notes evidencing such Loans to be due and payable), the Borrower agrees that it may and shall, if requested by the Administrative Agent or the Majority Revolving Credit Lenders through the Administrative Agent (and, in the case of any Event of Default referred to in clause (f) or (g) of this Section 9 10 with respect to the Borrower, forthwith, without any demand or the taking of any other action by the Administrative Agent or such Lenders) provide cover for the Letter of Credit Liabilities by paying to the Administrative Agent immediately available funds in an amount equal to the then aggregate undrawn face amount of all Letters of Credit, which funds shall be held by the Administrative Agent in the Collateral Account as collateral security in the first instance for the Letter of Credit Liabilities and be subject to withdrawal only as therein providedprovided in the Security Agreement.

THEREUPON. (1) in the case of an Event of Default other than one referred to in clause paragraph (e), (f) or (g) of this Section 9 10 with respect to the Borrowerany Obligor, the Administrative Agent shallmay and, if instructed by upon request of the Majority Lenders, shall, by notice to the BorrowerCompany, terminate the Commitments and/or declare all or any portion the principal amount then outstanding of, and the accrued interest on, the Loans, the Reimbursement Obligations and all other amounts payable by the Borrower Obligors hereunder and under the Notes (including, without limitation, any amounts payable under Section 5.05 or 5.06 hereof) to be forthwith due and payable, whereupon such amounts shall be immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Borrowereach Obligor; and (2) in the case of the occurrence of an Event of Default referred to in clause paragraph (e), (f) or (g) of this Section 9 10 with respect to the Borrowerany Obligor, the Commitments shall automatically be terminated and the principal amount then outstanding of, and the accrued interest on, the Loans, the Reimbursement Obligations and all other amounts payable by the Borrower Obligors hereunder and under the Notes (including, without limitation, any amounts payable under Section 5.05 or 5.06 hereof) shall automatically become immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Borrowereach Obligor. Exhibit 10.1 In addition, upon the occurrence and during the continuance of any Event of Default (if the Administrative Agent has declared (or the Majority Lenders through the Administrative Agent) so requests by notice to the Company upon or following a declaration by the Administrative Agent pursuant to the preceding paragraph that the principal amount then outstanding of, and accrued interest on, the Revolving Credit Loans and Reimbursement Obligations and all other amounts payable by the Borrower Company hereunder to be and under the Notes have become due and payable), the Borrower agrees that it shall, if requested by the Administrative Agent or the Majority Revolving Credit Lenders through the Administrative Agent Company shall (and, in the case of any Event of Default referred to in clause paragraph (e), (f) or (g) of this Section 9 10 with respect to the Borrowerany Obligor, forthwith, without any demand or the taking of any other action by the Administrative Agent or such Lenders) provide cover for the Letter of Credit Liabilities by paying to the Administrative Agent immediately available funds in an amount equal to the then aggregate undrawn face amount of all Letters of Credit, which funds shall be held by the Administrative Agent in the Collateral Account as collateral security in the first instance for the Letter of Credit Liabilities and be subject to withdrawal only as therein providedand in accordance with the terms of the Security Agreement.