Common use of Receivables Facility Clause in Contracts

Receivables Facility. Any early amortization event or any event permitting any Receivables Purchaser or Receivables Purchasers to effect an early termination of the Receivables Facility (or a portion thereof) shall have occurred and be continuing (after giving effect to any legally valid written waivers of such events adopted by the relevant Receivables Purchasers); then, and in any such event, and at any time thereafter, if any Event of Default shall then be continuing, the Administrative Agent, upon the written request of the Required Banks, shall by written notice to the Borrower, take any or all of the following actions, without prejudice to the rights of the Administrative Agent, any Bank or the holder of any Note to enforce its claims against any Credit Party (provided that, if an Event of Default specified in Section 10.05 shall occur with respect to the Borrower, the result of which would occur upon the giving of written notice by the Administrative Agent to the Borrower as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such notice): (i) declare the Total Commitment terminated, whereupon the Commitment of each Bank shall forthwith terminate immediately and any Commitment Commission and other Fees shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Credit Party; (iii) terminate any Letter of Credit, which may be terminated, in accordance with its terms; (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 10.05 with respect to the Borrower, it will pay) to the Administrative Agent at the Payment Office such additional amount of cash, to be held as security by the Administrative Agent, as is equal to the aggregate Stated Amount of all Letters of Credit issued for the account of the Borrower and then outstanding; (v) enforce, as Collateral Agent, all of the Liens and security interests created pursuant to the Security Documents; and (vi) apply any cash collateral held for the benefit of the Banks pursuant to Section 4.02 to repay outstanding Obligations.

Receivables Facility. Any early amortization event (after the expiration of any applicable grace periods) as specified in the Receivables Documents for any Permitted Accounts Receivables Securitization related to Receivables Facility Attributed Indebtedness at such time of $50,000,000 or more shall entitle the Persons (other than a Receivables Subsidiary) financing Receivables Facility Assets pursuant to such Permitted Accounts Receivables Securitization prior to the scheduled or mutually agreed upon (at a time when no default exists thereunder) termination thereof to terminate or permanently cease funding the financing of Receivables Facility Assets pursuant to such Permitted Accounts Receivables Securitization. If any event permitting any Receivables Purchaser or Receivables Purchasers to effect an early termination of the Receivables Facility (or a portion thereof) foregoing Events of Default shall have occurred and be continuing (after giving effect to any legally valid written waivers of such events adopted by the relevant Receivables Purchasers); then, and in any such event, and at any time thereafter, if any Event of Default shall then be continuing, the Administrative Agent, upon at the written request direction of the Required BanksLenders, shall by written notice to the Borrower, take any one or all more of the following actions, without prejudice to the rights of the Administrative Agent, any Bank or the holder of any Note to enforce its claims against any Credit Party actions (provided that, if in the case of an Event of Default specified described in clause (c) above arising solely from a breach of Section 10.05 9.1, prior to the earlier of (x) the date that is forty-five (45) days after such Event of Default and (y) the date the Administrative Agent exercises any remedies pursuant to this proviso, the Administrative Agent shall occur take such actions (x) at the request of the Majority Lenders under the Revolving Facility rather than the Required Lenders and (y) only with respect to the Borrower, the result of which would occur upon the giving of written notice by the Administrative Agent to the Borrower as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such noticeRevolving Facility): (i) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to the Borrower declare the Total Commitment terminated, Commitments to be terminated 187 whereupon the Commitment of each Bank Total Commitments shall forthwith terminate immediately and any Commitment Commission and other Fees shall forthwith become due and payable without any other notice of any kind; terminate, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to the Borrower declare all sums then owing by the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing Borrower hereunder and thereunder under the Loan Documents to bebe forthwith due and payable, whereupon the same all such sums shall become, forthwith become and be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by each Credit Party; the Borrower, (iii) terminate any Letter of Credit, which may be terminated, Credit in accordance with its terms; , (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an any Event of Default specified in Section 10.05 10.1(e) or Section 10.1(f) with respect to the Borrower, Borrower it will pay) to the Administrative Agent at the Payment Office such additional amount of cash, to be held as security by the Administrative Agent, as is equal to the Assigned Dollar Value of the aggregate Stated Amount of all Letters of Credit issued for the account of the Borrower and its Subsidiaries and then outstanding; , and (v) enforce, as the Administrative Agent (to the extent permitted under the applicable Security Documents), or direct the Collateral AgentAgent to enforce pursuant to the Security Documents, as the case may be, all of the Liens and security interests created pursuant to the Security Documents; . In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f) with respect to the Borrower (x) the Loans, together with accrued interest thereon, shall become due and payable forthwith and (viy) following the Eleventh Amendment Effective Date, the Total Commitments will be terminated forthwith, in each case, without the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of any kind, all of which are expressly waived by the Borrower, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by the Borrower hereunder shall also become immediately due and payable all without notice of any kind. Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) the Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of the Borrower, and the Administrative Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received at any time or times after the occurrence and during the continuance of an Event of Default. Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, Article IV hereof), all payments (including the proceeds of any Asset Disposition or other sale of, or other realization upon, all or any part of the Collateral received after acceleration of the Obligations shall be applied: first, to all fees, costs and expenses incurred by or owing to the Administrative Agent and any Lender with respect to this Agreement, the other Loan Documents or the Collateral; second, to accrued and unpaid interest on the Obligations (including any interest which but for the provisions of the Bankruptcy Code, would have accrued on such amounts); third, to the principal amount of the Obligations outstanding and to cash collateralize outstanding Letters of Credit (pro rata among all such Obligations based upon the principal amount thereof or the outstanding face amount of such Letters of Credit, as applicable, and with respect to amounts applied to Term Loans, pro rata among all remaining Scheduled Term Repayments thereof). Any balance remaining shall be delivered to the Borrower or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. Anything in this Section 10.1 to the contrary notwithstanding, the Administrative Agent shall, at the request of the Required Lenders, rescind and annul any acceleration of the Loans by written instrument filed with the Borrower; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal (other than principal due solely as a result of such acceleration), if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and (B) no other Event of Default shall have occurred and be continuing which shall not have been waived in accordance with the provisions of Section 12.1 hereof. Upon any such rescission and annulment, the Administrative Agent shall return to the Borrower any cash collateral held for the benefit of the Banks delivered pursuant to Section 4.02 to repay outstanding Obligationsthe preceding paragraph.

Receivables Facility. Any early amortization event (after the expiration of any applicable grace periods) as specified in the Receivables Documents for any Permitted Accounts Receivable Securitization shall entitle the Persons (other than a Receivable Subsidiary) financing Receivables Facility Assets pursuant to a Permitted Accounts Receivable Securitization prior to the scheduled or mutually agreed upon (at a time when no default exists thereunder) termination thereof to terminate or permanently cease funding the financing of Receivables Facility Assets pursuant to such Permitted Accounts Receivable Securitization. If any event permitting any Receivables Purchaser or Receivables Purchasers to effect an early termination of the Receivables Facility (or a portion thereof) foregoing Events of Default shall have occurred and be continuing (after giving effect to any legally valid written waivers of such events adopted by the relevant Receivables Purchasers); then, and in any such event, and at any time thereafter, if any Event of Default shall then be continuing, the Administrative Agent, upon at the written request direction of the Required BanksLenders, shall by written notice to the Borrower, take any one or all more of the following actions, without prejudice to : (i) by written or oral or telephonic notice (in the rights case of the Administrative Agent, any Bank oral or the holder of any Note to enforce its claims against any Credit Party (provided that, if an Event of Default specified telephonic notice confirmed in Section 10.05 shall occur with respect to the Borrower, the result of which would occur upon the giving of written notice by the Administrative Agent writing immediately thereafter) to the Borrower as specified in clauses (i) and declare the Total Commitments to be terminated whereupon the Total Commitments shall forthwith terminate, (ii) below shall occur automatically without by written or oral or telephonic notice (in the giving case of any such notice): (ioral or telephonic notice confirmed in writing immediately thereafter) to the Borrower declare all sums then owing by the Total Commitment terminatedBorrower hereunder and under the Loan Documents to be forthwith due and payable, whereupon the Commitment of each Bank all such sums shall forthwith terminate become and be immediately and any Commitment Commission and other Fees shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by each Credit Party; the Borrower, (iii) terminate any Letter of Credit, which may be terminated, Credit in accordance with its terms; , (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an any Event of Default specified in Section 10.05 10.1(e) or Section 10.1(f) with respect to the Borrower, Borrower it will pay) to the Administrative Agent at the Payment Office such additional amount of cash, to be held as security by the Administrative Agent, as is equal to the Assigned Dollar Value of the aggregate Stated Amount of all Letters of Credit issued for the account of the Borrower and its Subsidiaries and then outstanding; , and (v) enforce, as the Administrative Agent (to the extent permitted under the applicable Security Documents), or direct the Collateral AgentAgent to enforce pursuant to the Security Documents, as the case may be, all of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f) with respect to the Borrower, the Loans, together with accrued interest thereon, shall become due and payable forthwith without the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of any kind, all of which are expressly waived by the Borrower, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by the Borrower hereunder shall also become immediately due and payable all without notice of any kind. Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) the Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of the Borrower, and the Administrative Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received at any time or times after the occurrence and during the continuance of an Event of Default. Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, Article IV hereof), all payments (including the proceeds of any Asset Disposition or other sale of, or other realization upon, all or any part of the Collateral) received after acceleration of the Obligations shall be applied: first, to all fees, costs and expenses incurred by or owing to the Administrative Agent and any Lender with respect to this Agreement, the other Loan Documents or the Collateral; second, to accrued and unpaid interest on the Obligations (including any interest which but for the provisions of the Bankruptcy Code, would have accrued on such amounts); third, to the principal amount of the Obligations outstanding and to cash collateralize outstanding Letters of Credit (pro rata among all such Obligations based upon the principal amount thereof or the outstanding face amount of such Letters of Credit, as applicable, and with respect to amounts applied to Term Loans, pro rata among all remaining Scheduled Term Repayments thereof). Any balance remaining shall be delivered to the Borrower or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. Anything in this Section 10.1 to the contrary notwithstanding, the Administrative Agent shall, at the request of the Required Lenders, rescind and annul any acceleration of the Loans by written instrument filed with the Borrower; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal (other than principal due solely as a result of such acceleration), if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and (viB) apply no other Event of Default shall have occurred and be continuing which shall not have been waived in accordance with the provisions of Section 12.1 hereof. Upon any such rescission and annulment, the Administrative Agent shall return to the Borrower any cash collateral held for the benefit of the Banks delivered pursuant to Section 4.02 to repay outstanding Obligationsthe preceding paragraph.

Receivables Facility. Any early amortization event (after the expiration of any applicable grace periods) as specified in the Receivables Documents for any Permitted Accounts Receivables Securitization related to Receivables Facility Attributed Indebtedness at such time of $50,000,000 or more shall entitle the Persons (other than a Receivables Subsidiary) financing Receivables Facility Assets pursuant to such Permitted Accounts Receivables Securitization prior to the scheduled or mutually agreed upon (at a time when no default exists thereunder) termination thereof to terminate or permanently cease funding the financing of Receivables Facility Assets pursuant to such Permitted Accounts Receivables Securitization. If any event permitting any Receivables Purchaser or Receivables Purchasers to effect an early termination of the Receivables Facility (or a portion thereof) foregoing Events of Default shall have occurred and be continuing (after giving effect to any legally valid written waivers of such events adopted by the relevant Receivables Purchasers); then, and in any such event, and at any time thereafter, if any Event of Default shall then be continuing, the Administrative Agent, upon at the written request direction of the Required BanksLenders, shall by written notice to the Borrower, take any one or all more of the following actions, without prejudice to the rights of the Administrative Agent, any Bank or the holder of any Note to enforce its claims against any Credit Party actions (provided that, if in the case of an Event of Default specified described in clause (c) above arising solely from a breach of Section 10.05 9.1, prior to the earlier of (x) the date that is forty-five (45) days after such Event of Default and (y) the date the Administrative Agent exercises any remedies pursuant to this proviso, the Administrative Agent shall occur take such actions (x) at the request of the Majority Lenders under the Revolving Facility rather than the Required Lenders and (y) only with respect to the Borrower, the result of which would occur upon the giving of written notice by the Administrative Agent to the Borrower as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such noticeRevolving Facility): (i) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to the Borrower declare the Total Commitment terminated, Commitments to be terminated whereupon the Commitment of each Bank Total Commitments shall forthwith terminate immediately and any Commitment Commission and other Fees shall forthwith become due and payable without any other notice of any kind; terminate, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to the Borrower declare all sums then owing by the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing Borrower hereunder and thereunder under the Loan Documents to bebe forthwith due and payable, whereupon the same all such sums shall become, forthwith become and be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by each Credit Party; the Borrower, (iii) terminate any Letter of Credit, which may be terminated, Credit in accordance with its terms; , (iv) 191 direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an any Event of Default specified in Section 10.05 10.1(e) or Section 10.1(f) with respect to the Borrower, Borrower it will pay) to the Administrative Agent at the Payment Office such additional amount of cash, to be held as security by the Administrative Agent, as is equal to the Assigned Dollar Value of the aggregate Stated Amount of all Letters of Credit issued for the account of the Borrower and its Subsidiaries and then outstanding; , and (v) enforce, as the Administrative Agent (to the extent permitted under the applicable Security Documents), or direct the Collateral AgentAgent to enforce pursuant to the Security Documents, as the case may be, all of the Liens and security interests created pursuant to the Security Documents; . In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f) with respect to the Borrower (x) the Loans, together with accrued interest thereon, shall become due and payable forthwith and (viy) following the Eleventh Amendment Effective Date, the Total Commitments will be terminated forthwith, in each case, without the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of any kind, all of which are expressly waived by the Borrower, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by the Borrower hereunder shall also become immediately due and payable all without notice of any kind. Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) the Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of the Borrower, and the Administrative Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received at any time or times after the occurrence and during the continuance of an Event of Default. Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, Article IV hereof), all payments (including the proceeds of any Asset Disposition or other sale of, or other realization upon, all or any part of the Collateral) received after acceleration of the Obligations shall be applied: first, to all fees, costs and expenses incurred by or owing to the Administrative Agent and any Lender with respect to this Agreement, the other Loan Documents or the Collateral; second, to accrued and unpaid interest on the Obligations (including any interest which but for the provisions of the Bankruptcy Code, would have accrued on such amounts); third, to the principal amount of the Obligations outstanding and to cash collateralize outstanding Letters of Credit (pro rata among all such Obligations based upon the principal amount thereof or the outstanding face amount of such Letters of Credit, as applicable, and with respect to amounts applied to Term Loans, pro rata among all remaining Scheduled Term Repayments thereof). Any balance remaining shall be delivered to the Borrower or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. Anything in this Section 10.1 to the contrary notwithstanding, the Administrative Agent shall, at the request of the Required Lenders, rescind and annul any acceleration of the Loans by written instrument filed with the Borrower; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal (other than principal due solely as a result of such acceleration), if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and (B) no other Event of Default shall have occurred and be continuing which shall not have been waived in accordance with the provisions of Section 12.1 hereof. Upon any such rescission and annulment, the 192 Administrative Agent shall return to the Borrower any cash collateral held for the benefit of the Banks delivered pursuant to Section 4.02 to repay outstanding Obligationsthe preceding paragraph.

Receivables Facility. Any early amortization event (after the expiration of any applicable grace periods) as specified in the Receivables Documents for any Permitted Accounts Receivable Securitization related to Receivables Facility Attributed Indebtedness at such time of $50,000,000 or more shall entitle the Persons (other than a Receivable Subsidiary) financing Receivables Facility Assets pursuant to such Permitted Accounts Receivable Securitization prior to the scheduled or mutually agreed upon (at a time when no default exists thereunder) termination thereof to terminate or permanently cease funding the financing of Receivables Facility Assets pursuant to such Permitted Accounts Receivable Securitization. If any event permitting any Receivables Purchaser or Receivables Purchasers to effect an early termination of the Receivables Facility (or a portion thereof) foregoing Events of Default shall have occurred and be continuing (after giving effect to any legally valid written waivers of such events adopted by the relevant Receivables Purchasers); then, and in any such event, and at any time thereafter, if any Event of Default shall then be continuing, the Administrative Agent, upon at the written request direction of the Required BanksLenders, shall by written notice to the Borrower, take any one or all more of the following actions, without prejudice to the rights of the Administrative Agent, any Bank or the holder of any Note to enforce its claims against any Credit Party actions (provided that, if in the case of an Event of Default specified described in clause (c) above arising solely from a breach of Section 10.05 9.1, prior to the earlier of (x) the date that is forty-five (45) days after such Event of Default and (y) the date the Administrative Agent exercises any remedies pursuant to this proviso, the Administrative Agent shall occur take such actions (x) at the request of the Majority Revolving Facility Lenders rather than the Required Lenders and (y) only with respect to the Borrower, the result of which would occur upon the giving of written notice by the Administrative Agent to the Borrower as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such noticeRevolving Facility): (i) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to the Borrower declare the Total Commitment terminated, Commitments to be terminated whereupon the Commitment of each Bank Total Commitments shall forthwith terminate immediately and any Commitment Commission and other Fees shall forthwith become due and payable without any other notice of any kind; terminate, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to the Borrower declare all sums then owing by the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing Borrower hereunder and thereunder under the Loan Documents to bebe forthwith due and payable, whereupon the same all such sums shall become, forthwith become and be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by each Credit Party; the Borrower, (iii) terminate any Letter of Credit, which may be terminated, Credit in accordance with its terms; , (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an any Event of Default specified in Section 10.05 10.1(e) or Section 10.1(f) with respect to the Borrower, Borrower it will pay) to the Administrative Agent at the Payment Office such additional amount of cash, to be held as security by the Administrative Agent, as is equal to the Assigned Dollar Value of the aggregate Stated Amount of all Letters of Credit issued for the account of the Borrower and its Subsidiaries and then outstanding; , and (v) enforce, as the Administrative Agent (to the extent permitted under the applicable Security Documents), or direct the Collateral AgentAgent to enforce pursuant to the Security Documents, as the case may be, all of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f) with respect to the Borrower, the Loans, together with accrued interest thereon, shall become due and payable forthwith without the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of any kind, all of which are expressly waived by the Borrower, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts 148 payable by the Borrower hereunder shall also become immediately due and payable all without notice of any kind. Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) the Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of the Borrower, and the Administrative Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received at any time or times after the occurrence and during the continuance of an Event of Default. Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, Article IV hereof), all payments (including the proceeds of any Asset Disposition or other sale of, or other realization upon, all or any part of the Collateral) received after acceleration of the Obligations shall be applied: first, to all fees, costs and expenses incurred by or owing to the Administrative Agent and any Lender with respect to this Agreement, the other Loan Documents or the Collateral; second, to accrued and unpaid interest on the Obligations (including any interest which but for the provisions of the Bankruptcy Code, would have accrued on such amounts); third, to the principal amount of the Obligations outstanding and to cash collateralize outstanding Letters of Credit (pro rata among all such Obligations based upon the principal amount thereof or the outstanding face amount of such Letters of Credit, as applicable, and with respect to amounts applied to Term Loans, pro rata among all remaining Scheduled Term Repayments thereof). Any balance remaining shall be delivered to the Borrower or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. Anything in this Section 10.1 to the contrary notwithstanding, the Administrative Agent shall, at the request of the Required Lenders, rescind and annul any acceleration of the Loans by written instrument filed with the Borrower; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal (other than principal due solely as a result of such acceleration), if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and (viB) apply no other Event of Default shall have occurred and be continuing which shall not have been waived in accordance with the provisions of Section 12.1 hereof. Upon any such rescission and annulment, the Administrative Agent shall return to the Borrower any cash collateral held for the benefit of the Banks delivered pursuant to Section 4.02 to repay outstanding Obligationsthe preceding paragraph.

Receivables Facility. Any early amortization event (after the expiration of any applicable grace periods) as specified in the Receivables Documents for any Permitted Accounts Receivables Securitization related to Receivables Facility Attributed Indebtedness at such time of $50,000,000 or more shall entitle the Persons (other than a Receivables Subsidiary) financing Receivables Facility Assets pursuant to such Permitted Accounts Receivables Securitization prior to the scheduled or mutually agreed upon (at a time when no default exists thereunder) termination thereof to terminate or permanently cease funding the financing of Receivables Facility Assets pursuant to such Permitted Accounts Receivables Securitization. 192 If any event permitting any Receivables Purchaser or Receivables Purchasers to effect an early termination of the Receivables Facility (or a portion thereof) foregoing Events of Default shall have occurred and be continuing (after giving effect to any legally valid written waivers of such events adopted by the relevant Receivables Purchasers); then, and in any such event, and at any time thereafter, if any Event of Default shall then be continuing, the Administrative Agent, upon at the written request direction of the Required BanksLenders, shall by written notice to the Borrower, take any one or all more of the following actions, without prejudice to the rights of the Administrative Agent, any Bank or the holder of any Note to enforce its claims against any Credit Party actions (provided that, if in the case of an Event of Default specified described in clause (c) above arising solely from a breach of Section 10.05 9.1, prior to the earlier of (x) the date that is forty-five (45) days after such Event of Default and (y) the date the Administrative Agent exercises any remedies pursuant to this proviso, the Administrative Agent shall occur take such actions (x) at the request of the Majority Lenders under the Revolving Facility rather than the Required Lenders and (y) only with respect to the Borrower, the result of which would occur upon the giving of written notice by the Administrative Agent to the Borrower as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such noticeRevolving Facility): (i) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to the Borrower declare the Total Commitment terminated, Commitments to be terminated whereupon the Commitment of each Bank Total Commitments shall forthwith terminate immediately and any Commitment Commission and other Fees shall forthwith become due and payable without any other notice of any kind; terminate, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to the Borrower declare all sums then owing by the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing Borrower hereunder and thereunder under the Loan Documents to bebe forthwith due and payable, whereupon the same all such sums shall become, forthwith become and be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by each Credit Party; the Borrower, (iii) terminate any Letter of Credit, which may be terminated, Credit in accordance with its terms; , (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an any Event of Default specified in Section 10.05 10.1(e) or Section 10.1(f) with respect to the Borrower, Borrower it will pay) to the Administrative Agent at the Payment Office such additional amount of cash, to be held as security by the Administrative Agent, as is equal to the Assigned Dollar Value of the aggregate Stated Amount of all Letters of Credit issued for the account of the Borrower and its Subsidiaries and then outstanding; , and (v) enforce, as the Administrative Agent (to the extent permitted under the applicable Security Documents), or direct the Collateral AgentAgent to enforce pursuant to the Security Documents, as the case may be, all of the Liens and security interests created pursuant to the Security Documents; . In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f) with respect to the Borrower (x) the Loans, together with accrued interest thereon, shall become due and payable forthwith and (viy) following the Eleventh Amendment Effective Date, the Total Commitments will be terminated forthwith, in each case, without the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of any kind, all of which are expressly waived by the Borrower, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by the Borrower hereunder shall also become immediately due and payable all without notice of any kind. Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) the Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of the Borrower, and the Administrative Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received at any time or times after the occurrence and during the continuance of an Event of Default. Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, Article IV hereof), all payments (including the proceeds of any Asset Disposition or other sale of, or other realization upon, all or any part of the Collateral) received after acceleration of the Obligations shall be applied: first, to all fees, costs and expenses incurred by or owing to the Administrative Agent and any Lender with respect to this Agreement, the other Loan Documents or the Collateral; second, to accrued and unpaid interest on the Obligations (including any interest which but for the provisions of the Bankruptcy Code, would have accrued on such amounts); third, to the principal amount of the Obligations outstanding and to cash collateralize outstanding Letters of Credit (pro rata among all such Obligations based upon the principal amount thereof or the outstanding face amount of such Letters of Credit, as applicable, and with respect to amounts applied to Term Loans, pro rata among all remaining Scheduled Term Repayments thereof). Any balance remaining shall be delivered to the Borrower or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. Anything in this Section 10.1 to the contrary notwithstanding, the Administrative Agent shall, at the request of the Required Lenders, rescind and annul any acceleration of the Loans by written instrument filed with the Borrower; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal (other than principal due solely as a result of such acceleration), if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and (B) no other Event of Default shall have occurred and be continuing which shall not have been waived in accordance with the provisions of Section 12.1 hereof. Upon any such rescission and annulment, the Administrative Agent shall return to the Borrower any cash collateral held for the benefit of the Banks delivered pursuant to Section 4.02 to repay outstanding Obligationsthe preceding paragraph.

Receivables Facility. Any early amortization event (after the expiration of any applicable grace periods) as specified in the Receivables Documents for any Permitted Accounts Receivable Securitization related to Receivables Facility Attributed Indebtedness at such time of $50,000,000 or more shall entitle the Persons (other than a Receivable Subsidiary) financing Receivables Facility Assets pursuant to such Permitted Accounts Receivable Securitization prior to the scheduled or mutually agreed upon (at a time when no default exists thereunder) termination thereof to terminate or permanently cease funding the financing of Receivables Facility Assets pursuant to such Permitted Accounts Receivable Securitization. If any event permitting any Receivables Purchaser or Receivables Purchasers to effect an early termination of the Receivables Facility (or a portion thereof) foregoing Events of Default shall have occurred and be continuing (after giving effect to any legally valid written waivers of such events adopted by the relevant Receivables Purchasers); then, and in any such event, and at any time thereafter, if any Event of Default shall then be continuing, the Administrative Agent, upon at the written request direction of the Required BanksLenders, shall by written notice to the Borrower, take any one or all more of the following actions, without prejudice to the rights of the Administrative Agent, any Bank or the holder of any Note to enforce its claims against any Credit Party actions (provided that, if in the case of an Event of Default specified described in 128 clause (c) above arising solely from a breach of Section 10.05 9.1, prior to the earlier of (x) the date that is forty-five (45) days after such Event of Default and (y) the date the Administrative Agent exercises any remedies pursuant to this proviso, the Administrative Agent shall occur take such actions (x) at the request of the Majority Revolving Facility Lenders rather than the Required Lenders and (y) only with respect to the Borrower, the result of which would occur upon the giving of written notice by the Administrative Agent to the Borrower as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such noticeRevolving Facility): (i) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to the Borrower declare the Total Commitment terminated, Commitments to be terminated whereupon the Commitment of each Bank Total Commitments shall forthwith terminate immediately and any Commitment Commission and other Fees shall forthwith become due and payable without any other notice of any kind; terminate, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to the Borrower declare all sums then owing by the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing Borrower hereunder and thereunder under the Loan Documents to bebe forthwith due and payable, whereupon the same all such sums shall become, forthwith become and be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by each Credit Party; the Borrower, (iii) terminate any Letter of Credit, which may be terminated, Credit in accordance with its terms; , (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an any Event of Default specified in Section 10.05 10.1(e) or Section 10.1(f) with respect to the Borrower, Borrower it will pay) to the Administrative Agent at the Payment Office such additional amount of cash, to be held as security by the Administrative Agent, as is equal to the Assigned Dollar Value of the aggregate Stated Amount of all Letters of Credit issued for the account of the Borrower and its Subsidiaries and then outstanding; , and (v) enforce, as the Administrative Agent (to the extent permitted under the applicable Security Documents), or direct the Collateral AgentAgent to enforce pursuant to the Security Documents, as the case may be, all of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f) with respect to the Borrower, the Loans, together with accrued interest thereon, shall become due and payable forthwith without the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of any kind, all of which are expressly waived by the Borrower, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by the Borrower hereunder shall also become immediately due and payable all without notice of any kind. Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) the Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of the Borrower, and the Administrative Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received at any time or times after the occurrence and during the continuance of an Event of Default. Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, Article IV hereof), all payments (including the proceeds of any Asset Disposition or other sale of, or other realization upon, all or any part of the Collateral) received after acceleration of the Obligations shall be applied: first, to all fees, costs and expenses incurred by or owing to the Administrative Agent and any Lender with respect to this Agreement, the other Loan Documents or the Collateral; second, to accrued and unpaid interest on the Obligations (including any interest which but for the provisions of the Bankruptcy Code, would have accrued on such amounts); third, to the principal amount of the Obligations outstanding and to cash collateralize outstanding Letters of Credit (pro rata among all such Obligations based upon the principal amount thereof or the outstanding face amount of such Letters of Credit, as applicable, and with respect to amounts applied to Term Loans, pro rata among all remaining Scheduled Term Repayments thereof). Any balance remaining shall be delivered to the Borrower or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. Anything in this Section 10.1 to the contrary notwithstanding, the Administrative Agent shall, at the request of the Required Lenders, rescind and annul any acceleration of the Loans by written instrument filed with the Borrower; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal (other than principal due solely as a result of such acceleration), if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and (viB) apply no other Event of Default shall have occurred and be continuing which shall not have been waived in accordance with the provisions of Section 12.1 hereof. Upon any such rescission and annulment, the Administrative Agent shall return to the Borrower any cash collateral held for the benefit of the Banks delivered pursuant to Section 4.02 to repay outstanding Obligationsthe preceding paragraph.

Receivables Facility. Any early amortization event (after the expiration of any applicable grace periods) as specified in the Receivables Documents for any Permitted Accounts Receivables Securitization related to Receivables Facility Attributed Indebtedness at such time of $50,000,000 or more shall entitle the Persons (other than a Receivables Subsidiary) financing Receivables Facility Assets pursuant to such Permitted Accounts Receivables Securitization prior to the scheduled or mutually agreed upon (at a time when no default exists thereunder) termination thereof to terminate or permanently cease funding the financing of Receivables Facility Assets pursuant to such Permitted Accounts Receivables Securitization. If any event permitting any Receivables Purchaser or Receivables Purchasers to effect an early termination of the Receivables Facility (or a portion thereof) foregoing Events of Default shall have occurred and be continuing (after giving effect to any legally valid written waivers of such events adopted by the relevant Receivables Purchasers); then, and in any such event, and at any time thereafter, if any Event of Default shall then be continuing, the Administrative Agent, upon at the written request direction of the Required BanksLenders, shall by written notice to the Borrower, take any one or all more of the following actions, without prejudice to the rights of the Administrative Agent, any Bank or the holder of any Note to enforce its claims against any Credit Party actions (provided that, if in the case of an Event of Default specified described in clause (c) above arising solely from a breach of Section 10.05 9.1, prior to the earlier of (x) the date that is forty-five (45) days after such Event of Default and (y) the date the Administrative Agent exercises any remedies pursuant to this proviso, the Administrative Agent shall occur take such actions (x) at the request of the Majority Lenders under the Revolving Facility rather than the Required Lenders and (y) only with respect to the Borrower, the result of which would occur upon the giving of written notice by the Administrative Agent to the Borrower as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such noticeRevolving Facility): (i) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to the Borrower declare the Total Commitment terminatedCommitments to be terminated whereupon the Total Commitments shall forthwith terminate, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to the Borrower declare all sums then owing by the Borrower hereunder and under the Loan Documents to be forthwith due and payable, whereupon the Commitment of each Bank all such sums shall forthwith terminate become and be immediately and any Commitment Commission and other Fees shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable 189 without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by each Credit Party; the Borrower, (iii) terminate any Letter of Credit, which may be terminated, Credit in accordance with its terms; , (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an any Event of Default specified in Section 10.05 10.1(e) or Section 10.1(f) with respect to the Borrower, Borrower it will pay) to the Administrative Agent at the Payment Office such additional amount of cash, to be held as security by the Administrative Agent, as is equal to the Assigned Dollar Value of the aggregate Stated Amount of all Letters of Credit issued for the account of the Borrower and its Subsidiaries and then outstanding; , and (v) enforce, as the Administrative Agent (to the extent permitted under the applicable Security Documents), or direct the Collateral AgentAgent to enforce pursuant to the Security Documents, as the case may be, all of the Liens and security interests created pursuant to the Security Documents; . In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f) with respect to the Borrower (x) the Loans, together with accrued interest thereon, shall become due and payable forthwith and (viy) following the End Date, the Total Commitments will be terminated forthwith, in each case, without the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of any kind, all of which are expressly waived by the Borrower, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by the Borrower hereunder shall also become immediately due and payable all without notice of any kind. Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) the Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of the Borrower, and the Administrative Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received at any time or times after the occurrence and during the continuance of an Event of Default. Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, Article IV hereof), all payments (including the proceeds of any Asset Disposition or other sale of, or other realization upon, all or any part of the Collateral) received after acceleration of the Obligations shall be applied: first, to all fees, costs and expenses incurred by or owing to the Administrative Agent and any Lender with respect to this Agreement, the other Loan Documents or the Collateral; second, to accrued and unpaid interest on the Obligations (including any interest which but for the provisions of the Bankruptcy Code, would have accrued on such amounts); third, to the principal amount of the Obligations outstanding and to cash collateralize outstanding Letters of Credit (pro rata among all such Obligations based upon the principal amount thereof or the outstanding face amount of such Letters of Credit, as applicable, and with respect to amounts applied to Term Loans, pro rata among all remaining Scheduled Term Repayments thereof). Any balance remaining shall be delivered to the Borrower or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. Anything in this Section 10.1 to the contrary notwithstanding, the Administrative Agent shall, at the request of the Required Lenders, rescind and annul any acceleration of the Loans by written instrument filed with the Borrower; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal (other than principal due solely as a result of such acceleration), if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and (B) no other Event of 190 Default shall have occurred and be continuing which shall not have been waived in accordance with the provisions of Section 12.1 hereof. Upon any such rescission and annulment, the Administrative Agent shall return to the Borrower any cash collateral held for the benefit of the Banks delivered pursuant to Section 4.02 to repay outstanding Obligationsthe preceding paragraph.

Receivables Facility. Any early amortization event (after the expiration of any applicable grace periods) as specified in the Receivables Documents for any Permitted Accounts Receivable Securitization shall entitle the Persons (other than a Receivable Subsidiary) financing Accounts Receivables pursuant to a Permitted Accounts Receivable Securitization to terminate or permanently cease funding the financing of Accounts Receivable pursuant to such Permitted Accounts Receivable Securitization. If any event permitting any Receivables Purchaser or Receivables Purchasers to effect an early termination of the Receivables Facility (or a portion thereof) foregoing Events of Default shall have occurred and be continuing (after giving effect to any legally valid written waivers of such events adopted by the relevant Receivables Purchasers); then, and in any such event, and at any time thereafter, if any Event of Default shall then be continuing, the Administrative Agent, upon at the written request direction of the Required BanksLenders, shall by written notice to the Borrower, take any one or all more of the following actions, without prejudice to : (i) by written or oral or telephonic notice (in the rights case of the Administrative Agent, any Bank oral or the holder of any Note to enforce its claims against any Credit Party (provided that, if an Event of Default specified telephonic notice confirmed in Section 10.05 shall occur with respect to the Borrower, the result of which would occur upon the giving of written notice by the Administrative Agent writing immediately thereafter) to the Borrower as specified in clauses (i) and declare the Total Commitments to be terminated whereupon the Total Commitments shall forthwith terminate, (ii) below shall occur automatically without by written or oral or telephonic notice (in the giving case of any such notice): (ioral or telephonic notice confirmed in writing immediately thereafter) to the Borrower declare all sums then owing by the Total Commitment terminatedBorrower hereunder and under the Loan Documents to be forthwith due and payable, whereupon the Commitment of each Bank all such sums shall forthwith terminate become and be immediately and any Commitment Commission and other Fees shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by each Credit Party; the Borrower, (iii) terminate any Letter of Credit, which may be terminated, Credit in accordance with its terms; , (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an any Event of Default specified in Section 10.05 10.1(e) or Section 10.1(f) with respect to the Borrower, Borrower it will pay) to the Administrative Agent at the Payment Office such additional amount of cash, to be held as security by the Administrative Agent, as is equal to the Assigned Dollar Value of the aggregate Stated Amount of all Letters of Credit issued for the account of the Borrower and its Subsidiaries and then outstanding; , and (v) enforce, as the Administrative Agent (to the extent permitted under the applicable Security Documents), or direct the Collateral AgentAgent to enforce pursuant to the Security Documents, as the case may be, all of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f) with respect to the Borrower, the Loans, together with accrued interest thereon, shall become due and payable forthwith without the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of any kind, all of which are expressly waived by the Borrower, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by the Borrower hereunder shall also become immediately due and payable all without notice of any kind. Anything in this Section 10.1 to the contrary notwithstanding, the Administrative Agent shall, at the request of the Required Lenders, rescind and annul any acceleration of the Loans by written instrument filed with the Borrower; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal (other than principal due solely as a result of such acceleration), if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and (viB) apply no other Event of Default shall have occurred and be continuing which shall not have been waived in accordance with the provisions of Section 12.1 hereof. Upon any such rescission and annulment, the Administrative Agent shall return to the Borrower any cash collateral held for the benefit of the Banks delivered pursuant to Section 4.02 to repay outstanding Obligationsthe preceding paragraph.

Receivables Facility. Any early amortization event The "Termination Date" under, and as defined in, the Receivables Facility Documents (or any analogous event permitting under any replacement Receivables Purchaser Facility) shall have occurred, any termination (whether at or Receivables Purchasers to effect an early termination before the scheduled final maturity) of the Receivables Facility (or a portion thereof) shall have occurred and occurred, or as a result of the occurrence of any event, default or condition, new financing ceases to be continuing provided pursuant to the Receivables Facility (after giving effect whether because the respective purchasers thereunder cease to any legally valid written waivers purchase Receivables Facility Assets thereunder or otherwise), in each case except in connection with a concurrent replacement of such events adopted an existing Receivables Facility with a replacement facility as contemplated by the relevant proviso to the definition of Receivables Purchasers); thenFacility contained herein pursuant to which financing shall be provided in an amount at least equal to that amount provided under the facility being replaced but, and in any such event, and at any time thereafterin an amount not to exceed $50,000,000, if any Event of Default shall then be continuing, at the Administrative Agent, upon the written request time of the Required Banks, occurrence of any event or circumstance described above in this Section 10.11 the Total Unutilized Revolving Loan Commitment shall by written notice be less than the sum of (I) $30,000,000 PLUS (II) the aggregate outstanding amount of Receivables Indebtedness under the Receivables Facility immediately prior to the Borrowerrespective occurrence or circumstance described above; PROVIDED that, take any or all of the following actions, without prejudice in addition to the rights foregoing provisions of the Administrative Agentthis Section 10.11, any Bank or the holder of any Note to enforce its claims against any Credit Party (provided that, if it shall constitute an Event of Default specified in pursuant to this Section 10.05 shall occur with respect 10.11 on any date which occurs three months prior to the Borrowerfinal maturity of the Receivables Facility (as at any time in effect) or at any time which occurs within three months of the final maturity of the Receivables Facility as then in effect, the result of which would occur upon the giving of written notice by the Administrative Agent to the Borrower as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such notice): (i) declare if the Total Unutilized Revolving Loan Commitment terminated, whereupon shall be less than the Commitment sum of each Bank shall forthwith terminate immediately and any Commitment Commission and other Fees shall forthwith become due and payable without any other notice of any kind; (iiI) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Credit Party; $30,000,000 PLUS (iiiII) terminate any Letter of Credit, which may be terminated, in accordance with its terms; (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 10.05 with respect to the Borrower, it will pay) to the Administrative Agent at the Payment Office such additional amount of cash, to be held as security by the Administrative Agent, as is equal to the aggregate Stated Amount of all Letters of Credit issued for outstanding Receivables Indebtedness under the account of the Borrower and then outstandingReceivables Facility at such time; (v) enforce, as Collateral Agent, all of the Liens and security interests created pursuant to the Security Documents; and (vi) apply any cash collateral held for the benefit of the Banks pursuant to Section 4.02 to repay outstanding Obligations.or

Receivables Facility. Any early amortization event or any event -------------------- permitting any Receivables Purchaser receivables purchaser or Receivables Purchasers receivables purchasers to effect an early termination of the any Permitted Receivables Facility (or a portion thereof) shall have occurred and be continuing (after giving effect to any legally valid written waivers of such events adopted by the relevant Receivables Purchasersreceivables purchasers); then, and in any such event, and at any time thereafter, if any Event of Default shall then be continuing, the Administrative Agent, upon the written request of the Required Banks, shall by written notice to the Borrower, take any or all of the following actions, without prejudice to the rights of the Administrative any Agent, any Bank or the holder of any Note to enforce its claims against any Credit Party (provided -------- that, if an Event of Default specified in Section 10.05 shall occur with respect to the Borrower, the result of which would occur upon the giving of written notice by the Administrative Agent to the Borrower as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such notice): (i) declare the Total Commitment Commitments terminated, whereupon the Commitment all Commitments of each Bank shall forthwith terminate immediately and any Commitment Commission and other Fees shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Credit Party; (iii) terminate any Letter of Credit, which may be terminated, in accordance with its terms; (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 10.05 with respect to the Borrower, it will pay) to the Administrative Collateral Agent at the Payment Office such additional amount of cash, to be held as security by the Administrative Collateral Agent, as is equal to the aggregate Stated Amount of all Letters of Credit issued for the account of the Borrower and then outstanding; (v) enforce, as Collateral Agent, all of the Liens and security interests created pursuant to the Security Documents; and (vi) apply any cash collateral held for the benefit of the Banks pursuant to as provided in Section 4.02 to repay outstanding Obligations4.02.

Receivables Facility. Any early amortization event (after the expiration of any applicable grace periods) as specified in the Receivables Documents for any Permitted Accounts Receivables Securitization related to Receivables Facility Attributed Indebtedness at such time of $50,000,000 or more shall entitle the Persons (other than a Receivables Subsidiary) financing Receivables Facility Assets pursuant to such Permitted Accounts Receivables Securitization prior to the scheduled or mutually agreed upon (at a time when no default exists thereunder) termination thereof to terminate or permanently cease funding the financing of Receivables Facility Assets pursuant to such Permitted Accounts Receivables Securitization. If any event permitting any Receivables Purchaser or Receivables Purchasers to effect an early termination of the Receivables Facility (or a portion thereof) foregoing Events of Default shall have occurred and be continuing (after giving effect to any legally valid written waivers of such events adopted by the relevant Receivables Purchasers); then, and in any such event, and at any time thereafter, if any Event of Default shall then be continuing, the Administrative Agent, upon at the written request direction of the Required BanksLenders, shall by written notice to the Borrower, take any one or all more of the following actions, without prejudice to the rights of the Administrative Agent, any Bank or the holder of any Note to enforce its claims against any Credit Party actions (provided that, if in the case of an Event of Default specified described in clause (c) above arising solely from a breach of Section 10.05 9.1, prior to the earlier of (x) the date that is forty-five (45) days after such Event of Default and (y) the date the Administrative Agent exercises any remedies pursuant to this proviso, the Administrative Agent shall occur take such actions (x) at the request of the Majority Lenders under the Revolving Facility rather than the Required Lenders and (y) only with respect to the Borrower, the result of which would occur upon the giving of written notice by the Administrative Agent to the Borrower as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such noticeRevolving Facility): (i) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to the Borrower declare the Total Commitment terminated, Commitments to be terminated whereupon the Commitment of each Bank Total Commitments shall forthwith terminate immediately and any Commitment Commission and other Fees shall forthwith become due and payable without any other notice of any kind; terminate, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to the Borrower declare all sums then owing by the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing Borrower hereunder and thereunder under the Loan Documents to bebe forthwith due and payable, whereupon the same all such sums shall become, forthwith become and be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by each Credit Party; the Borrower, (iii) terminate any Letter of Credit, which may be terminated, Credit in accordance with its terms; , (iv) direct the Borrower to pay (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an any Event of Default specified in Section 10.05 10.1(e) or Section 10.1(f) with respect to the Borrower, Borrower it will pay) to the Administrative Agent at the Payment Office such additional amount of cash, to be held as security by the Administrative Agent, as is equal to the Assigned Dollar Value of the aggregate Stated Amount of all Letters of Credit issued for the account of the Borrower and its Subsidiaries and then outstanding; , and (v) enforce, as the Administrative Agent (to the extent permitted under the applicable Security Documents), or direct the Collateral AgentAgent to enforce pursuant to the Security Documents, as the case may be, all of the Liens and security interests created pursuant to the Security Documents; . In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f) with respect to the Borrower (x) the Loans, together with accrued interest thereon, shall become due and payable forthwith and (viy) following the Eleventh Amendment Effective Date, the Total Commitments will be terminated forthwith, in each case, without the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of any kind, all of which are expressly waived by the Borrower, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by the Borrower hereunder shall also become immediately due and payable all without notice of any kind. Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) the Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of the Borrower, and the Administrative Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received at any time or times after the occurrence and during the continuance of an Event of Default. Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, Article IV hereof), all payments (including the proceeds of any Asset Disposition or other sale of, or other realization upon, all or any part of the Collateral) received after acceleration of the Obligations shall be applied: first, to all fees, costs and expenses incurred by or owing to the Administrative Agent and any Lender with respect to this Agreement, the other Loan Documents or the Collateral; second, to accrued and unpaid interest on the Obligations (including any interest which but for the provisions of the Bankruptcy Code, would have accrued on such amounts); third, to the principal amount of the Obligations outstanding and to cash collateralize outstanding Letters of Credit (pro rata among all such Obligations based upon the principal amount thereof or the outstanding face amount of such Letters of Credit, as applicable, and with respect to amounts applied to Term Loans, pro rata among all remaining Scheduled Term Repayments thereof). Any balance remaining shall be delivered to the Borrower or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. Anything in this Section 10.1 to the contrary notwithstanding, the Administrative Agent shall, at the request of the Required Lenders, rescind and annul any acceleration of the Loans by written instrument filed with the Borrower; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal (other than principal due solely as a result of such acceleration), if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and (B) no other Event of Default shall have occurred and be continuing which shall not have been waived in accordance with the provisions of Section 12.1 hereof. Upon any such rescission and annulment, the 207 Administrative Agent shall return to the Borrower any cash collateral held for the benefit of the Banks delivered pursuant to Section 4.02 to repay outstanding Obligationsthe preceding paragraph.