Common use of Remedies Upon Events of Default Clause in Contracts

Remedies Upon Events of Default. Upon the occurrence and during the continuance of any Event of Default with respect to a Borrower, the Administrative Agent shall at the request, or may with the consent, of the Lenders entitled to make such request, upon notice to such Borrower (i) declare the obligation of each Lender to make Advances to such Borrower to be terminated, whereupon such obligation of each Lender shall forthwith terminate, provided, that any such request or consent pursuant to this clause (i) shall be made solely by Lenders having Percentages in the aggregate of not less 66-2/3%; and (ii) declare the Advances made to such Borrower, all interest thereon and all other amounts payable by such Borrower under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon such Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each Borrower, provided, that any such request or consent pursuant to this clause (ii) shall be made solely by the Lenders holding at least 66-2/3% of the then aggregate unpaid principal amount of the Advances owing by such Borrower, provided, that if such Event of Default is an Event of Default pursuant to subsection (f) of Section 8.01, then (A) the obligation of each Lender to make Advances to such Borrower shall automatically be terminated and (B) the Advances made to such Borrower, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each Borrower.

Remedies Upon Events of Default. Upon the occurrence and during the continuance of any Event of Default with respect to a BorrowerDefault, the Administrative Agent shall at the request, or may with the consent, of the Lenders entitled to make such request, upon notice to such the Borrower (i) declare the obligation of each Lender to make Advances to such Borrower the Borrower, and the obligation of the Fronting Bank to issue Letters of Credit, to be terminated, whereupon such obligation obligations of each Lender the Lenders and the Fronting Bank shall forthwith terminate, provided, that any such request or consent pursuant to this clause (i) shall be made solely by Lenders having Percentages in the aggregate of not less 66-2/3%; and (ii) declare the Advances made to such BorrowerAdvances, all interest thereon thereon, an amount equal to the aggregate Stated Amount of all issued but undrawn Letters of Credit and all other amounts payable by such the Borrower under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon such Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each the Borrower, provided, that any such request or consent pursuant to this clause (ii) shall be made solely by the Lenders holding at least 66-2/3% of the then aggregate unpaid principal amount Outstanding Credits; and (iii) instruct the Fronting Bank to (whereupon the Fronting Bank shall) furnish to each Beneficiary written notice of its intention to terminate such Letter of Credit pursuant to the terms thereof, provided, that any such request or consent pursuant to this clause (iii) shall be made solely by the Lenders holding Percentages in the aggregate of not less that 66-2/3% or, if the Commitments shall then have been terminated, Lenders holding at least 66-2/3% of the Advances owing by such Borrowerthen aggregate Outstanding Credits; provided, providedhowever, that if such Event of Default is an Event of Default pursuant to subsection (f) of Section 8.01, then (A) the obligation of each Lender to make Advances to such Borrower the Borrower, and the obligation of the Fronting Bank to issue Letters of Credit, shall automatically be terminated and (B) the Advances made to such BorrowerAdvances, all such interest thereon, an amount equal to the aggregate Stated Amount of all issued but undrawn Letters of Credit and all such other amounts payable by the Borrower under this Agreement and the other Loan Documents shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each the Borrower.

Remedies Upon Events of Default. Upon the occurrence and during the continuance of any Event of Default with respect to a Borrower, the Administrative Agent shall at the request, or may with the consent, of the Lenders entitled to make such request, upon notice to such Borrower (i) declare the obligation of each Lender to make Advances to such Borrower to be terminated, whereupon such obligation of each Lender shall forthwith terminate, provided, that any such request or consent pursuant to this clause (i) shall be made solely by Lenders having Percentages in the aggregate in excess of not less 66-2/350%; and (ii) declare the Advances made to such Borrower, all interest thereon and all other amounts payable by such Borrower under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon such Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each Borrower, provided, that any such request or consent pursuant to this clause (ii) shall be made solely by the Lenders holding at least 66-2/3in excess of 50% of the then aggregate unpaid principal amount of the Advances owing by such Borrower, provided, that if such Event of Default is an Event of Default pursuant to subsection (f) of Section 8.01, then (A) the obligation of each Lender to make Advances to such Borrower shall automatically be terminated and (B) the Advances made to such Borrower, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each Borrower.

Remedies Upon Events of Default. Upon the occurrence and during the continuance of any Event of Default with respect to a Borrower (or, with respect to any Borrower, an Event of Default under subsection (h) or (j) of Section 8.01), then, and in any such event, the Administrative Agent shall at the request, or may with the consent, of the Lenders entitled to make such request, upon notice to such Borrower (i) declare the obligation of each Lender to make Advances to such Borrower to be terminated, whereupon such obligation of each Lender shall forthwith terminate, provided, that any such request or consent pursuant to this clause (i) shall be made solely by Lenders having Percentages in the aggregate of not less 66-2/3%; and (ii) declare the Advances made to Notes of such Borrower, all interest thereon and all other amounts payable by such Borrower under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon such AdvancesNotes, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each BorrowerBorrower and; (iii) subject to the limitations set forth in Section 3.01(e) of the Collateral Agency Agreement, exercise in respect of any and all Collateral, in addition to the other rights and remedies provided for herein and in the other Loan Documents or otherwise available to the Administrative Agent, the Collateral Agent or the Lenders, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of New York and in effect in any other jurisdiction in which Collateral is located at that time, provided, that any such request or consent pursuant to this clause (ii) shall be made solely by the Lenders holding at least 66-2/3% of the then aggregate unpaid principal amount of the Advances owing by to such Borrower; and provided further, providedhowever, that if such Event in the event of Default is an Event actual or deemed entry of Default pursuant an order for relief with respect to subsection (f) of Section 8.01a Borrower under the Federal Bankruptcy Code, then (A) the obligation of each Lender to make Advances to such Borrower shall automatically be terminated and (B) the Advances made to Notes of such Borrower, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each Borrower.

Remedies Upon Events of Default. Upon the occurrence and during the continuance of any Event of Default Default, then, and in any such event the Agent with respect to a Borrowerthe concurrence of the Issuing Bank may, and upon the Administrative direction of the Majority Lenders the Agent shall at the request, or may with the consent, of the Lenders entitled to make such request, upon notice to such Borrower (i) if the Letter of Credit Amendment shall not have been issued, instruct the Issuing Bank to (whereupon the Issuing Bank shall) by notice to the Account Party declare its commitment to issue the obligation Letter of each Lender to make Advances to such Borrower Credit Amendment to be terminated, whereupon such obligation of each Lender the same shall forthwith terminate, provided, that any (ii) instruct the Issuing Bank to (whereupon the Issuing Bank shall) furnish to the Trustee and the Paying Agent written notice of such request or consent pursuant Event of Default in accordance with Section 6.01(a)(iv) of the Indenture and of the Issuing Bank's determination to this clause terminate the Letter of Credit on the fifth business day (i) shall be made solely by Lenders having Percentages as defined in the aggregate Indenture) following the Trustee's and Paying Agent's receipt of such notice, (iii) instruct the Issuing Bank to (whereupon the Issuing Bank shall) furnish to the Trustee and the Paying Agent written notice that the Interest Component will not less 66-2/3%be reinstated in the amount of one or more Interest Drawings, all as provided in the Letter of Credit; and (iiiv) direct the Account party to pay cash into the Cash Account in accordance with Section 7.05(a); (v) declare the Advances made to such Borrowerand all other principal amounts outstanding hereunder, all interest thereon and all other amounts payable by such Borrower under this Agreement and the other Loan Documents hereunder to be forthwith due and payable, whereupon such Advancesthe Advances and all other principal amounts outstanding hereunder, all such interest and all such other amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each Borrowerthe Account Party, and (vi) instruct the Issuing Bank to (whereupon the Issuing Bank shall) exercise all the rights and remedies provided herein and under and in respect of the Security Documents; provided, that any such request or consent pursuant to this clause (ii) shall be made solely by the Lenders holding at least 66-2/3% of the then aggregate unpaid principal amount of the Advances owing by such Borrower, providedhowever, that if such Event in the event of Default is an Event actual or deemed entry of Default pursuant an order for relief with respect to subsection (f) of Section 8.01the Account Party under the Federal Bankruptcy Code, then (A) the obligation commitment of each Lender the Issuing Bank to issue the Letter of Credit, the Commitments and the obligations of the Participating Banks to make Advances to such Borrower shall automatically be terminated terminated, and (B) the Advances made to such Borrowerand all other principal amounts outstanding hereunder, all such interest accrued and unpaid thereon and all such other amounts payable hereunder shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each Borrowerthe Account Party.

Remedies Upon Events of Default. Upon the occurrence and during the continuance of any Event of Default with respect to a BorrowerDefault, the Administrative Agent shall at the request, or may with the consent, of the Lenders entitled to make such request, upon notice to such the Borrower (i) declare the obligation of each Lender to make Advances to such the Borrower to be terminated, whereupon such obligation obligations of each Lender the Lenders shall forthwith terminate, provided, that any such request or consent pursuant to this clause (i) shall be made solely by Lenders having Percentages in the aggregate of not less 66-2/3%; and (ii) declare the Advances made to such Notes of the Borrower, all interest thereon and all other amounts payable by such the Borrower under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon such AdvancesNotes, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each the Borrower, provided, that any such request or consent pursuant to this clause (ii) shall be made solely by the Lenders holding at least 66-2/3% of the then aggregate unpaid principal amount of the Advances owing by such BorrowerOutstanding Credits; provided, providedhowever, that if such Event of Default is an Event of Default pursuant to subsection (f) of Section 8.01, then (A) the obligation of each Lender to make Advances to such the Borrower shall automatically be terminated and (B) the Advances made to such Notes of the Borrower, all such interest thereon and all such other amounts payable by the Borrower under this Agreement and the other Loan Documents shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each the Borrower.

Remedies Upon Events of Default. Upon the occurrence and during the continuance of any Event of Default with respect to a BorrowerDefault, the Administrative Agent shall at the request, or may with the consent, of the Lenders entitled to make such request, upon notice to such the Borrower (i) declare the obligation of each Lender to make Advances to such Borrower the Borrower, and the obligation of the Fronting Bank to issue Letters of Credit, to be terminated, whereupon such obligation obligations of each Lender the Lenders and the Fronting Bank shall forthwith terminate, provided, that any such request or consent pursuant to this clause (i) shall be made solely by Lenders having Percentages in the aggregate of not less 66-66- 2/3%; and (ii) declare the Advances made to such Notes of the Borrower, all interest thereon thereon, an amount equal to the aggregate Stated Amount of all issued but undrawn Letters of Credit and all other amounts payable by such the Borrower under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon such AdvancesNotes, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each the Borrower, provided, that any such request or consent pursuant to this clause (ii) shall be made solely by the Lenders holding at least 66-2/3% of the then aggregate unpaid principal amount Outstanding Credits; and (iii) instruct the Fronting Bank to (whereupon the Fronting Bank shall) furnish to each Beneficiary written notice of its intention to terminate such Letter of Credit pursuant to the terms thereof, provided, that any such request or consent pursuant to this clause (iii) shall be made solely by the Lenders holding Percentages in the aggregate of not less that 66-2/3% or, if the Commitments shall then have been terminated, Lenders holding at least 66-2/3% of the Advances owing by such Borrowerthen aggregate Outstanding Credits; provided, providedhowever, that if such Event of Default is an Event of Default pursuant to subsection (f) of Section 8.01, then (A) the obligation of each Lender to make Advances to such Borrower the Borrower, and the obligation of the Fronting Bank to issue Letters of Credit, shall automatically be terminated and (B) the Advances made to such Notes of the Borrower, all such interest thereon, an amount equal to the aggregate Stated Amount of all issued but undrawn Letters of Credit and all such other amounts payable by the Borrower under this Agreement and the other Loan Documents shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each the Borrower.

Remedies Upon Events of Default. Upon the occurrence and during the continuance of any Event of Default with respect to a BorrowerDefault, the Administrative Agent shall at the request, or may with the consent, of the Lenders entitled to make such request, upon notice to such the Borrower (i) declare the obligation of each Lender to make Advances to such Borrower the Borrower, and the obligation of the Fronting Bank to issue Letters of Credit, to be terminated, whereupon such obligation obligations of each Lender the Lenders and the Fronting Bank shall forthwith terminate, provided, that any such request or consent pursuant to this clause (i) shall be made solely by Lenders having Percentages in the aggregate of not less 66-2/3%; and (ii) declare the Advances made to such BorrowerAdvances, all interest thereon thereon, an amount equal to the aggregate Stated Amount of all issued but undrawn Letters of Credit and all other amounts payable by such the Borrower under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon such Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each the Borrower, provided, that any such request or consent pursuant to this clause (ii) shall be made solely by the Lenders holding at least 66-2/3% of the then aggregate unpaid principal amount Outstanding Credits; and (iii) instruct the Fronting Bank to (whereupon the Fronting Bank shall) furnish to each Beneficiary written notice of its intention to terminate such Letter of Credit pursuant to the terms thereof, provided, that any such request or consent pursuant to this clause (iii) shall be made solely by the Lenders holding Percentages in the aggregate of not less that 66-2/3% or, if the Commitments shall then have been terminated, Lenders holding at least 66-2/3% of the Advances owing by such Borrowerthen aggregate Outstanding Credits; provided, providedhowever, that if such Event of Default is an Event of Default pursuant to subsection (f) of Section 8.01, then (A) the obligation of each Lender to make Advances to such Borrower the Borrower, and the obligation of the Fronting Bank to issue Letters of Credit, shall automatically be terminated and (B) the Advances made to such BorrowerAdvances, all such interest thereon, an amount equal to the aggregate Stated Amount of all issued but undrawn Letters of Credit and all such other amounts payable by the Borrower under this Agreement and the other Loan Documents shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each the Borrower.. ARTICLEIX THE ADMINISTRATIVE AGENT AND THE FRONTING BANK

Remedies Upon Events of Default. Upon the occurrence and during the continuance of any Event of Default with respect to a BorrowerDefault, the Administrative Agent shall at the request, or may with the consent, of the Lenders entitled to make such request, upon notice to such the Borrower (i) declare the obligation of each Lender to make Advances to such the Borrower to be terminated, whereupon such obligation of each Lender the Lenders shall forthwith terminate, provided, that any such request or consent pursuant to this clause (i) shall be made solely by Lenders having Percentages in the aggregate of not less 66-2/3in excess of 50%; , and (ii) declare the Advances made to such BorrowerAdvances, all interest thereon and all other amounts payable by such the Borrower under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon such Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each the Borrower, provided, that any such request or consent demand pursuant to this clause (ii) shall be made solely by the Lenders holding at least 66-2/3in excess of 50% of the then aggregate unpaid principal amount of the Advances owing by such Borroweroutstanding Advances; provided, providedhowever, that if such Event of Default is an Event of Default pursuant to subsection (f) of Section 8.018.01(f), then (A) the obligation of each Lender to make Advances to such the Borrower shall automatically be terminated terminated, and (B) the Advances made to such Borrower, all such interest and all such interest thereon and all other amounts payable by the Borrower under this Agreement and the other Loan Documents shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each the Borrower.

Remedies Upon Events of Default. Upon the occurrence and during the continuance of any Event of Default with respect to a Borrower, then, and in any such event, the Administrative Agent shall at the request, or may with the consent, of the Lenders entitled to make such request, upon notice to such Borrower (i) declare i)declare the obligation of each Lender to make Advances to such Borrower to be terminated, whereupon such obligation of each Lender shall forthwith terminate, providedPROVIDED, that any such request or consent pursuant to this clause (i) shall be made solely by Lenders having Percentages in the aggregate of not less 66-2/3%; and (ii) declare ii)declare the Advances made to Notes of such Borrower, all interest thereon and all other amounts payable by such Borrower under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon such AdvancesNotes, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each Borrower, providedPROVIDED, that any such request or consent pursuant to this clause (ii) shall be made solely by the Lenders holding at least 66-2/3% of the then aggregate unpaid principal amount of the Advances owing by to such Borrower; AND PROVIDED FURTHER, providedHOWEVER, that if such Event in the event of Default is an Event actual or deemed entry of Default pursuant an order for relief with respect to subsection (f) of Section 8.01a Borrower under the Federal Bankruptcy Code, then (A) the obligation of each Lender to make Advances to such Borrower shall automatically be terminated and (B) the Advances made to B)the Notes of such Borrower, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each Borrower.

Remedies Upon Events of Default. Upon the occurrence and during the continuance of any Event of Default with respect to a Borrower, the Administrative Agent shall at the request, or may with the consent, of the Lenders entitled to make such request, upon notice to such Borrower (i) declare the obligation of each Lender to make Advances to such Borrower to be terminated, whereupon such obligation of each Lender shall forthwith terminate, provided, that any such request or consent pursuant to this clause (i) shall be made solely by Lenders having Percentages in the aggregate of not less 66-2/3%; and (ii) declare the Advances made to Notes of such Borrower, all interest thereon and all other amounts payable by such Borrower under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon such AdvancesNotes, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each Borrower, provided, that any such request or consent pursuant to this clause (ii) shall be made solely by the Lenders holding at least 66-2/3% of the then aggregate unpaid principal amount of the Advances owing by such Borrower, and (iii) instruct the Collateral Agent to exercise in respect of any and all Collateral, in addition to the other rights and remedies provided for herein and in the other Loan Documents or otherwise available to the Administrative Agent, the Collateral Agent or the Lenders, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of New York and in effect in any other jurisdiction in which Collateral is located at that time, provided, that any such request or consent pursuant to this clause (iii) shall be made solely by the Lenders holding at least 66-2/3% of the then aggregate unpaid principal amount of the Advances owing by such Borrower; and provided further, however, that if such Event of Default is an Event of Default pursuant to subsection (f) of Section 8.01, then (A) the obligation of each Lender to make Advances to such Borrower shall automatically be terminated and (B) the Advances made to Notes of such Borrower, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each Borrower.

Remedies Upon Events of Default. Upon the occurrence and during the continuance of any Event of Default with respect to a BorrowerDefault, then, and in any such event, the Administrative Agent shall at the request, or may with the consent, of the Lenders entitled to make such requestMajority Lenders, upon notice to such the Borrower (i) declare the Commitments and the obligation of each Lender to make Advances to such Borrower to be terminated, whereupon such obligation of each Lender shall forthwith terminate, provided, that any such request or consent pursuant to this clause (i) shall be made solely by the Lenders having Percentages in the aggregate of not less 66-2/3%; and , whereupon the same shall forthwith terminate, (ii) declare the Advances made to such BorrowerNotes, all interest thereon and all other amounts payable by such Borrower under this Agreement and the other Loan Security Documents to be forthwith due and payable, provided, that any such request or consent shall be made solely by the Lenders holding at least 66-2/3% of the then aggregate unpaid principal amount of the Advances owing to the Lenders, whereupon such Advancesthe Notes, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each the Borrower, and (iii) exercise in respect of any and all collateral, in addition to the other rights and remedies provided for herein and in the Security Documents or otherwise available to the Administrative Agent, the Collateral Agent or the Lenders, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of New York and in effect in any other jurisdiction in which Collateral is located at that time; provided, that any such request or consent pursuant to this clause (ii) shall be made solely by the Lenders holding at least 66-2/3% of the then aggregate unpaid principal amount of the Advances owing by such Borrower, providedhowever, that if such Event in the event of Default is an Event actual or deemed entry of Default pursuant an order for relief with respect to subsection (f) of Section 8.01the Borrower under the Federal Bankruptcy Code, then (A) the Commitments and the obligation of each Lender to make Advances to such Borrower shall automatically be terminated and (B) the Advances made to such BorrowerNotes, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each the Borrower.

Remedies Upon Events of Default. Upon Subject to the Intercreditor Agreement, upon the occurrence and during the continuance of any Event of Default with respect to a BorrowerDefault, then, and in any such event, the Administrative Agent shall at the request, or may with the consent, of the Lenders entitled to make such requestMajority Lenders, upon notice to such the Borrower (i) declare the Commitments and the obligation of each Lender to make Advances to such Borrower to be terminated, whereupon such obligation of each Lender shall forthwith terminate, provided, that any such request or consent pursuant to this clause (i) shall be made solely by the Lenders having Percentages in the aggregate of not less 66-2/32/3 %; and , whereupon the same shall forthwith terminate, (ii) declare the Advances made to such BorrowerNotes, all interest thereon and all other amounts payable by such Borrower under this Agreement and the other Loan applicable Security Documents to be forthwith due and payable, provided, that any such request or consent shall be made solely by the Lenders holding at least 66-2/3 % of the then aggregate unpaid principal amount of the Advances owing to the Lenders, whereupon such Advancesthe Notes, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each the Borrower, and (iii) exercise in respect of any and all collateral, in addition to the other rights and remedies provided for herein and in the Security Documents or otherwise available to the Administrative Agent, the Collateral Agent or the Lenders, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of New York and in effect in any other jurisdiction in which Collateral is located at that time; provided, that any such request or consent pursuant to this clause (ii) shall be made solely by the Lenders holding at least 66-2/3% of the then aggregate unpaid principal amount of the Advances owing by such Borrower, providedhowever, that if such Event in the event of Default is an Event actual or deemed entry of Default pursuant an order for relief with respect to subsection (f) of Section 8.01the Borrower under the Federal Bankruptcy Code, then (A) the Commitments and the obligation of each Lender to make Advances to such Borrower shall automatically be terminated and (B) the Advances made to such BorrowerNotes, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each the Borrower.

Remedies Upon Events of Default. Upon the occurrence and during the continuance of any Event of Default with respect to a BorrowerDefault, the Administrative Agent shall at the request, or may with the consent, of the Lenders entitled to make such request, upon notice to such the Borrower (i) declare the obligation of each Lender to make Advances to such Borrower the Borrower, and the obligation of each Fronting Bank to issue Letters of Credit, to be terminated, whereupon such obligation obligations of each Lender the Lenders and the Fronting Banks shall forthwith terminate, provided, that any such request or consent pursuant to this clause (i) shall be made solely by Lenders having Percentages in the aggregate of not less 66-2/3in excess of 50%; and , (ii) declare the Advances made to such BorrowerAdvances, all interest thereon and all other amounts payable by such the Borrower under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon such Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each the Borrower, and (iii) demand the Borrower to, and forthwith upon such demand the Borrower will, deposit in the Cash Collateral Account in same day funds an amount equal to the aggregate LC Outstandings on such date, provided, that any such request or consent demand pursuant to this clause (ii) or clause (iii) shall be made solely by the Lenders holding at least 66-2/3in excess of 50% of the then aggregate unpaid principal amount of the Advances owing by such BorrowerOutstanding Credits; provided, providedhowever, that if such Event of Default is an Event of Default pursuant to subsection (f) of Section 8.018.01(f), then (A) the obligation of each Lender to make Advances to such Borrower the Borrower, and the obligation of each Fronting Bank to issue Letters of Credit, shall automatically be terminated and terminated, (B) the Advances made to such Borrower, all such interest and all such interest thereon and all other amounts payable by the Borrower under this Agreement and the other Loan Documents shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each the Borrower, and (C) the Borrower shall automatically and without any demand by the Administrative Agent deposit funds in the Cash Collateral Account in the manner and amount described in clause (iii) above.

Remedies Upon Events of Default. Upon the occurrence and during the continuance of any Event of Default with respect to a BorrowerDefault, the Administrative Agent shall at the request, or may with the consent, of the Lenders entitled to make such request, upon notice to such the Borrower (i) declare the obligation of each Lender to make Advances to such Borrower the Borrower, and the obligation of the Fronting Bank to issue Letters of Credit, to be terminated, whereupon such obligation obligations of each Lender the Lenders and the Fronting Bank shall forthwith terminate, provided, that any such request or consent pursuant to this clause (i) shall be made solely by Lenders having Percentages in the aggregate of not less 66-2/3%; in excess of 50% and (ii) declare the Advances made to such BorrowerAdvances, all interest thereon thereon, an amount equal to the aggregate Stated Amount of all issued but undrawn Letters of Credit and all other amounts payable by such the Borrower under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon such Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each the Borrower, provided, that any such request or consent pursuant to this clause (ii) shall be made solely by the Lenders holding at least 66-2/3in excess of 50% of the then aggregate unpaid principal amount of the Advances owing by such BorrowerOutstanding Credits; provided, providedhowever, that if such Event of Default is an Event of Default pursuant to subsection (f) of Section 8.018.01(f), then (A) the obligation of each Lender to make Advances to such Borrower the Borrower, and the obligation of the Fronting Bank to issue Letters of Credit, shall automatically be terminated and (B) the Advances made to such BorrowerAdvances, all such interest thereon, an amount equal to the aggregate Stated Amount of all issued but undrawn Letters of Credit and all such other amounts payable by the Borrower under this Agreement and the other Loan Documents shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each the Borrower.

Remedies Upon Events of Default. Upon the occurrence and during the continuance of any Event of Default with respect to a BorrowerDefault, the Administrative Agent shall at the request, or may with the consent, of the Lenders entitled to make such request, upon notice to such the Borrower (i) declare the obligation of each Lender to make Advances to such Borrower the Borrower, and the obligation of the Fronting Bank to issue Letters of Credit, to be terminated, whereupon such obligation obligations of each Lender the Lenders and the Fronting Bank shall forthwith terminate, provided, that any such request or consent pursuant to this clause (i) shall be made solely by Lenders having Percentages in the aggregate of not less 66-2/3%; and (ii) declare the Advances made to such BorrowerAdvances, all interest thereon thereon, an amount equal to the aggregate Stated Amount of all issued but undrawn Letters of Credit and all other amounts payable by such the Borrower under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon such Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each the Borrower, provided, that any such request or consent pursuant to this clause (ii) shall be made solely by the Lenders holding at least 66-2/3% of the then aggregate unpaid principal amount of the Advances owing by such BorrowerOutstanding Credits; provided, providedhowever, that if such Event of Default is an Event of Default pursuant to subsection (f) of Section 8.018.01(f), then (A) the obligation of each Lender to make Advances to such Borrower the Borrower, and the obligation of the Fronting Bank to issue Letters of Credit, shall automatically be terminated and (B) the Advances made to such BorrowerAdvances, all such interest thereon, an amount equal to the aggregate Stated Amount of all issued but undrawn Letters of Credit and all such other amounts payable by the Borrower under this Agreement and the other Loan Documents shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each the Borrower.

Remedies Upon Events of Default. Upon the occurrence and during the continuance of any Event of Default with respect to a Borrower, the Administrative Agent shall at the request, or may with the consent, of the Lenders entitled to make such request, upon notice to such Borrower (i) declare the obligation of each Lender to make Advances to such Borrower to be terminated, whereupon such obligation of each Lender shall forthwith terminate, provided, that any such request or consent pursuant to this clause (i) shall be made solely by Lenders having Percentages in the aggregate of not less 66-2/3%; and (ii) declare the Advances made to such Borrower, all interest thereon and all other amounts payable by such Borrower under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon such Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each Borrower, provided, that any such request or consent pursuant to this clause (ii) shall be made solely by the Lenders holding at least 66-2/3% of the then aggregate unpaid principal amount of the Advances owing by such Borrower, and (iii) instruct the Collateral Agent to exercise in respect of any and all Collateral, in addition to the other rights and remedies provided for herein and in the other Loan Documents or otherwise available to the Administrative Agent, the Collateral Agent or the Lenders, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of New York and in effect in any other jurisdiction in which Collateral is located at that time, provided, that any such request or consent pursuant to this clause (iii) shall be made solely by the Lenders holding at least 66-2/3% of the then aggregate unpaid principal amount of the Advances owing by such Borrower; and provided further, however, that if such Event of Default is an Event of Default pursuant to subsection (f) of Section 8.01, then (A) the obligation of each Lender to make Advances to such Borrower shall automatically be terminated and (B) the Advances made to such Borrower, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each Borrower.

Remedies Upon Events of Default. Upon the occurrence and during the continuance of any Event of Default with respect to a Borrowerthen, and in any such event, the Administrative Agent shall at the request, or may with the consent, of the Lenders entitled to make such request, upon notice to such the Borrower (ia) declare the obligation of each Lender to make Advances Advances, or to such issue Letters of Credit, to the Borrower to be terminated, whereupon such obligation of each Lender shall forthwith terminate, provided, that any such request or consent pursuant to this clause (i) shall be made solely by Lenders having Percentages in the aggregate of not less than 66-2/3%; and (iib) declare the Advances made to such Notes of the Borrower, all interest thereon and all other amounts payable by such the Borrower under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon such AdvancesNotes, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each Borrower, provided, that any such request or consent pursuant to this clause (ii) shall be made solely by the Lenders holding having Percentages in the aggregate of at least 66-2/3% of the then aggregate unpaid principal amount of the Advances owing by to such Borrower; and provided further, providedhowever, that if such Event in the event of Default is an Event actual or deemed entry of Default pursuant an order for relief with respect to subsection (f) of Section 8.01the Borrower under the Federal Bankruptcy Code, then (A) the obligation of each Lender to make Advances Advances, or to such issue Letters of Credit to the Borrower shall automatically be terminated and (B) the Advances made to Notes of such Borrower, all such interest and all such amounts shall automatically become and be due and 77 payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each Borrower.

Remedies Upon Events of Default. Upon the occurrence and during the continuance of any Event of Default with respect to a BorrowerDefault, the Administrative Agent shall at the request, or may with the consent, request of the Lenders entitled to make such requestRequired Banks, upon notice to such Borrower the Account Party (i) declare the obligation Commitments and the commitments of each Lender the Issuing Banks to make Advances to such Borrower any Extension of Credit to be terminated, whereupon such obligation of each Lender the same shall forthwith terminate, providedterminate (PROVIDED, that the obligations of the Participating Banks under Section 2.5 shall continue notwithstanding any such request or consent pursuant to this clause (i) shall be made solely by Lenders having Percentages in the aggregate of not less 66-2/3%; and termination), (ii) declare all amounts payable hereunder by the Advances made to such BorrowerAccount Party, whether matured or unmatured (including all Reimbursement Obligations and all interest thereon and all other amounts payable by such Borrower under this Agreement and the other Loan Documents thereon), to be forthwith immediately due and payable, whereupon such Advances, all such interest and all such amounts the same shall immediately become and be forthwith due and payablepayable without demand, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each Borrowerthe Account Party, providedand/or (iii) make demand upon the Account Party to, and forthwith upon such demand the Account Party shall, (A) subject to Section 2.14(d), pay to the Administrative Agent in immediately available funds at the Administrative Agent's office designated in such demand, for deposit in the Cash Collateral Account or any other account designated by the Administrative Agent, as provided in Section 2.14, an amount equal to the aggregate Available Amount at such time, or (B) deliver to the Administrative Agent (for the benefit of the Issuing Banks and the Participating Banks) an irrevocable standby letter of credit (issued pursuant to the Existing Credit Facility or any other credit facility or agreement (other than this Agreement) to which the Account Party is a party) having a stated amount equal to the aggregate Available Amount at such time, which letter of credit shall be issued by a commercial bank, and shall be in form and substance, satisfactory to the Administrative Agent; PROVIDED, HOWEVER, that upon the occurrence of any such request or consent pursuant to this clause (ii) shall be made solely by the Lenders holding at least 66-2/3% of the then aggregate unpaid principal amount of the Advances owing by such BorrowerAutomatic Acceleration Event, provided, that if such Event of Default is an Event of Default pursuant to subsection (f) of Section 8.01, then (A) the obligation Commitments and the commitments of each Lender the Issuing Banks to make Advances to such Borrower Extensions of Credit shall automatically be terminated and terminated, (B) all amounts payable hereunder by the Advances made to such BorrowerAccount Party, whether matured or unmatured (including all such interest Reimbursement Obligations and all such amounts interest thereon), shall automatically immediately become and be due and payablepayable without demand, without presentment, demand, protest or any further notice of any kind, all of which are hereby expressly waived by the Account Party, and (C) without any request or the taking of any other action by the Administrative Agent or any Participating Bank, (1) subject to Section 2.14(d), the Account Party shall be obligated forthwith to pay to the Administrative Agent in immediately available funds for deposit in the Cash Collateral Account, as provided in Section 2.14, an amount equal to the aggregate Available Amount at such time, or (2) the Account Party shall be obligated to deliver to the Administrative Agent (for the benefit of the Issuing Banks and the Participating Banks) an irrevocable standby letter of credit (issued pursuant to the Existing Credit Facility or any other credit facility or agreement (other than this Agreement) to which the Account Party is a party) having a stated amount equal to the aggregate Available Amount at such time, which letter of credit shall be issued by a commercial bank, and shall be in form and substance, satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein, no notice given or declaration made by the Administrative Agent pursuant to this Section 6.2 shall affect (1) the obligation of any Issuing Bank to make any payment under any Letter of Credit issued by such Issuing Bank in accordance with the terms of such Letter of Credit, or (2) the participatory interest of each BorrowerParticipating Bank in each such payment.

Remedies Upon Events of Default. Upon the occurrence and during the continuance of any Event of Default with respect to a Borrowerthen, and in any such event, the Administrative Agent shall at the request, or may with the consent, of the Lenders entitled to make such request, upon notice to such the Borrower (ia) declare the obligation of each Lender to make Advances Advances, or to such issue Letters of Credit, to the Borrower to be terminated, whereupon such obligation of each Lender shall forthwith terminate, provided, provided that any such request or consent pursuant to this clause (ia) shall be made solely by Lenders having Percentages in the aggregate of not less 66-2/3%Majority Lenders; and (iib) declare the Advances made to such Notes of the Borrower, all interest thereon and all other amounts payable by such the Borrower under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon such AdvancesNotes, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each the Borrower, provided, that any such request or consent pursuant to this clause (iib) shall be made solely by the Lenders holding at least 66-2/3% of the then aggregate unpaid principal amount of the Advances owing by such BorrowerMajority Lenders; and provided further, providedhowever, that if such Event in the event of Default is an Event actual or deemed entry of Default pursuant an order for relief with respect to subsection (f) of Section 8.01the Borrower under the Federal Bankruptcy Code, then (A) the obligation of each Lender to make Advances Advances, or to such issue Letters of Credit to the Borrower shall automatically be terminated and (B) the Advances made to such Notes of the Borrower, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each the Borrower.

Remedies Upon Events of Default. Upon the occurrence and during the continuance of any Event of Default with respect to a BorrowerDefault, then, and in any such event, the Administrative Agent shall at the request, or may with the consent, of the Lenders entitled to make such request, upon notice to such the Borrower (i) declare the obligation of each Lender to make Advances to such the Borrower to be terminated, whereupon such obligation of each Lender shall forthwith terminate, provided, provided that any such request or consent pursuant to this clause (i) shall be made solely by Lenders having Percentages in the aggregate of not less than 66-2/3%; and (ii) declare the Advances made to such BorrowerNotes, all interest thereon and all other amounts payable by such the Borrower under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon such Advancesthe Notes, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each the Borrower; and provided further, providedhowever, that any such request in the event of an actual or consent pursuant deemed entry of an order for relief with respect to this clause (ii) shall be made solely by the Lenders holding at least 66-2/3% of Borrower under the then aggregate unpaid principal amount of the Advances owing by such BorrowerFederal Bankruptcy Code, provided, that if such Event of Default is an Event of Default pursuant to subsection (f) of Section 8.01, then (A) the obligation of each Lender to make Advances to such the Borrower shall automatically be terminated and (B) the Advances made to such BorrowerNotes, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each the Borrower.

Remedies Upon Events of Default. Upon the occurrence and during the continuance of any Event of Default with respect to a BorrowerDefault, the Administrative Agent shall at the request, or may with the consent, of the Lenders entitled to make such request, upon notice to such the Borrower (i) declare the obligation of each Lender to make Advances to such Borrower the Borrower, and the obligation of the Fronting Bank to issue Letters of Credit, to be terminated, whereupon such obligation obligations of each Lender the Lenders and the Fronting Bank shall forthwith terminate, provided, that any such request or consent pursuant to this clause (i) shall be made solely by Lenders having Percentages in the aggregate of not less 66-66- 2/3%; and (ii) declare the Advances made to such BorrowerAdvances, all interest thereon thereon, an amount equal to the aggregate Stated Amount of all issued but undrawn Letters of Credit and all other amounts payable by such the Borrower under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon such Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each the Borrower, provided, that any such request or consent pursuant to this clause (ii) shall be made solely by the Lenders holding at least 66-2/3% of the then aggregate unpaid principal amount Outstanding Credits; and (iii) instruct the Fronting Bank to (whereupon the Fronting Bank shall) furnish to each Beneficiary written notice of its intention to terminate such Letter of Credit pursuant to the terms thereof, provided, that any such request or consent pursuant to this clause (iii) shall be made solely by the Lenders holding Percentages in the aggregate of not less that 66-2/3% or, if the Commitments shall then have been terminated, Lenders holding at least 66- 2/3% of the Advances owing by such Borrowerthen aggregate Outstanding Credits; provided, providedhowever, that if such Event of Default is an Event of Default pursuant to subsection (f) of Section 8.01, then (A) the obligation of each Lender to make Advances to such Borrower the Borrower, and the obligation of the Fronting Bank to issue Letters of Credit, shall automatically be terminated and (B) the Advances made to such BorrowerAdvances, all such interest thereon, an amount equal to the aggregate Stated Amount of all issued but undrawn Letters of Credit and all such other amounts payable by the Borrower under this Agreement and the other Loan Documents shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each the Borrower.

Remedies Upon Events of Default. Upon the occurrence and during the continuance of any Event of Default with respect to a Borrower (or, with respect to any Borrower, an Event of Default under subsection(h) or (j) of Section 8.01), then, and in any such event, the Administrative Agent shall at the request, or may with the consent, of the Lenders entitled to make such request, upon notice to such Borrower (i) declare i)declare the obligation of each Lender to make Advances to such Borrower to be terminated, whereupon such obligation of each Lender shall forthwith terminate, provided, that any such request or consent pursuant to this clause (i) shall be made solely by Lenders having Percentages in the aggregate of not less 66-2/3%; and (ii) declare ii)declare the Advances made to Notes of such Borrower, all interest thereon and all other amounts payable by such Borrower under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon such AdvancesNotes, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by each Borrower, provided, that any such request or consent pursuant to this clause (ii) shall be made solely by the Lenders holding at least 66-2/3% of the then aggregate unpaid principal amount of the Advances owing by to such Borrower; and provided further, providedhowever, that if such Event in the event of Default is an Event actual or deemed entry of Default pursuant an order for relief with respect to subsection (f) of Section 8.01a Borrower under the Federal Bankruptcy Code, then (A) the obligation of each Lender to make Advances to such Borrower shall automatically be terminated and (B) the Advances made to B)the Notes of such Borrower, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by each Borrower.