Common use of Consequences of Event of Default Clause in Contracts

Consequences of Event of Default. In every such event (other than an event with respect to the Borrower described in clause (l) of Section 7.01), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (l) of Section 7.01, (i) the Commitments shall automatically terminate, and (ii) the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

Consequences of Event of Default. In every such event (other than a) If an event with respect to the Borrower described in clause Event of Default specified under subsections (la) through (o) of Section 7.01)9.01 hereof shall occur and be continuing, the Banks shall be under no further obligation to make Loans hereunder and at any time thereafter during the continuance of such event, the Administrative Agent may, and at upon the request of the Required Lenders shallBanks, shall (i) by written notice to the Borrower, take either or both declare the unpaid principal amount of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks hereunder and thereunder to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued interest thereon and all fees the same shall thereupon become and other obligations of the Borrower accrued hereunder, shall become be immediately due and payable immediately, to the Administrative Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (l) of Section 7.01, (i) the Commitments shall automatically terminateexpressly waived, and (ii) require the principal Borrower to, and the Borrower shall thereupon, deposit in a non-interest bearing account with the Administrative Agent, as cash collateral for its obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrower hereby pledges to the Administrative Agent and the Banks, and grants to the Administrative Agent and the Banks a security interest in, all such cash as security for such obligations. Upon the curing of all existing Events of Default to the satisfaction of the Loans then outstandingRequired Banks, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, Administrative Agent shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by return such cash collateral to the Borrower.; and

Consequences of Event of Default. In every such event (other than 8.2.1 Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings. If an event with respect to the Borrower described in clause (l) Event of Default specified under subsections 8.1.1 through 8.1.13 of Section 7.01)8.1 shall occur and be continuing, the Banks and the Agent shall be under no further obligation to make Loans or issue Letters of Credit, as the case may be, and at any time thereafter during the continuance of such event, the Administrative Agent may, and at upon the request of the Required Lenders shallBanks, shall (i) by written notice to the Borrower, take either or both declare the unpaid principal amount of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks hereunder and thereunder to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued interest thereon and all fees the same shall thereupon become and other obligations of the Borrower accrued hereunder, shall become be immediately due and payable immediately, to the Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (l) of Section 7.01, (i) the Commitments shall automatically terminateexpressly waived, and (ii) require the principal Borrower to, and the Borrower shall thereupon, deposit in a non-interest bearing account with the Agent, as cash collateral for its Obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrower hereby pledges to the Agent and the Banks, and grant to the Agent and the Banks a security interest in, all such cash as security for such Obligations. Upon the curing of all existing Events of Default to the satisfaction of the Loans then outstandingRequired Banks, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, Agent shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by return such cash collateral to the Borrower.; and

Consequences of Event of Default. In every such event (other than 8.2.1 Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings. If an event with respect to the Borrower described in clause (l) Event of Default specified under subsections 8.1.1 through 8.1.13 of Section 7.01)8.1 shall occur and be continuing, the Banks and the Administrative Agent shall be under no further obligation to make Loans or issue Letters of Credit, as the case may be, and at any time thereafter during the continuance of such event, the Administrative Agent may, and at upon the request of the Required Lenders shallBanks, shall (i) by written notice to the Borrower, take either or both declare the unpaid principal amount of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks hereunder and thereunder to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued interest thereon and all fees the same shall thereupon become and other obligations of the Borrower accrued hereunder, shall become be immediately due and payable immediately, to the Administrative Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (l) of Section 7.01, (i) the Commitments shall automatically terminateexpressly waived, and (ii) require the principal Borrower to, and the Borrower shall thereupon, deposit in a non-interest bearing account with the Administrative Agent, as cash collateral for its Obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrower hereby pledges to the Administrative Agent and the Banks, and grant to the Administrative Agent and the Banks a security interest in, all such cash as security for such Obligations. Upon the curing of all existing Events of Default to the satisfaction of the Loans then outstandingRequired Banks, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, Administrative Agent shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by return such cash collateral to the Borrower.; and

Consequences of Event of Default. In every such event (other than a) If an event with respect to the Borrower described in clause Event of Default specified under subsections (la) through (m) of Section 7.01)9.1 hereof shall occur and be continuing, the Agent and the Banks shall be under no further obligation to make Loans or issue Letters of Credit hereunder, and at any time thereafter during the continuance of such event, the Administrative Agent may, and at upon the request of the Required Lenders Banks shall, (i) by written notice to the BorrowerBorrowers, take either or both declare the unpaid principal amount of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrowers to the Banks hereunder and thereunder to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued interest thereon and all fees the same shall thereupon become and other obligations of the Borrower accrued hereunder, shall become be immediately due and payable immediately, to the Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (l) of Section 7.01, (i) the Commitments shall automatically terminateexpressly waived, and (ii) require the principal Co-Borrowers to, and the Co-Borrowers shall thereupon, deposit in a non-interest-bearing account with the Agent, as cash collateral for its obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Co-Borrowers hereby pledge to the Agent and the Banks, and grant to the Agent and the Banks a security interest in, all such cash as security for such obligations. Upon the curing of all existing Events of Default to the satisfaction of the Loans then outstandingRequired Banks, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, Agent shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by return such cash collateral to the Borrower.Co-Borrowers; and

Consequences of Event of Default. In every such event (other than a) If an event with respect to the Borrower described in clause Event of Default specified under subsections (la) through (m) of Section 7.01), 9.01 hereof shall occur and at any time thereafter during the continuance of such eventbe continuing, the Administrative Banks shall be under no further obligation to make Loans hereunder and the Agent may, and at upon the request of the Required Lenders shallBanks, shall (i) by written notice to the Borrower, take either or both declare the unpaid principal amount of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks hereunder and thereunder to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued interest thereon and all fees the same shall thereupon become and other obligations of the Borrower accrued hereunder, shall become be immediately due and payable immediately, to the Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (l) of Section 7.01, (i) the Commitments shall automatically terminateexpressly waived, and (ii) require the principal Borrower to, and the Borrower shall thereupon, deposit in a non-interest bearing account with the Agent, as cash collateral for its obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrower hereby pledges to the Agent and the Banks, and grants to the Agent and the Banks a security interest in, all such cash as security for such obligations. Upon the curing of all existing Events of Default to the satisfaction of the Loans then outstandingRequired Banks, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, Agent shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by return such cash collateral to the Borrower.; and

Consequences of Event of Default. In every such event (other than 9.2.1 Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings. If an event with respect Event of Default specified under Sections 9.1.1 through 9.1.11 shall occur and be continuing, the Lenders and the Administrative Agent shall be under no further obligation to make Loans and the Borrower described in clause (l) Issuing Lender shall be under no obligation to issue Letters of Section 7.01), Credit and at any time thereafter during the continuance of such event, the Administrative Agent may, and at upon the request of the Required Lenders shallLenders, shall (i) by written notice to the Borrower, take either or both declare the unpaid principal amount of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Lenders hereunder and thereunder to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued interest thereon and all fees the same shall thereupon become and other obligations of the Borrower accrued hereunder, shall become be immediately due and payable immediately, to the Administrative Agent for the benefit of each Lender without presentment, demand, protest or any other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (l) of Section 7.01, (i) the Commitments shall automatically terminateexpressly waived, and (ii) the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of require the Borrower accrued hereunderto, and the Borrower shall automatically become due thereupon, deposit in a non-interest-bearing account with the Administrative Agent, as cash collateral for its Obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and payablethe Borrower hereby pledges to the Administrative Agent and the Lenders, without presentment, demand, protest or other notice of any kindand grants to the Administrative Agent and the Lenders a security interest in, all of which are hereby waived by the Borrower.such cash as security for such Obligations; and

Consequences of Event of Default. In every such event (other than 8.2.1 Events of Default Other Than Bankruptcy, Insolvency --------------------------------------------------- or Reorganization Proceedings. ----------------------------- If an event with respect Event of Default specified under Sections 8.1.1 through 8.1.13 or Section 8.1.15 shall occur and be continuing, the Banks and the Agent shall be under no further obligation to make Loans or issue Letters of Credit, as the Borrower described in clause (l) of Section 7.01)case may be, and at any time thereafter during the continuance of such event, the Administrative Agent may, and at upon the request of the Required Lenders shallBanks, shall (i) by written notice to the Administrative Borrower, take either or both declare the unpaid principal amount of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrowers to the Banks hereunder and thereunder to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued interest thereon and all fees the same shall thereupon become and other obligations of the Borrower accrued hereunder, shall become be immediately due and payable immediately, to the Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (l) of Section 7.01, (i) the Commitments shall automatically terminateexpressly waived, and (ii) require the principal Borrowers to, and the Borrowers shall thereupon, deposit in a non-interest- bearing account with the Agent, as cash collateral for its Obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrowers hereby pledge to the Agent and the Banks, and grant to the Agent and the Banks a security interest in, all such cash as security for such Obligations. Upon the curing of all existing Events of Default to the satisfaction of the Loans then outstandingRequired Banks, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, Agent shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by return such cash collateral to the Borrower.Borrowers; and

Consequences of Event of Default. In every such event (other than 9.2.1 Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings. ------------------------------------------------------------------------------- If an event with respect Event of Default specified under Sections 9.1.1 through 9.1.13 shall occur and be continuing, the Banks and the Agent shall be under no further obligation to make Loans or issue Letters of Credit, as the Borrower described in clause (l) of Section 7.01)case may be, and at any time thereafter during the continuance of such event, the Administrative Agent may, and at upon the request of the Required Lenders shallBanks, shall (i) by written notice to the BorrowerBorrowers, take either or both declare the unpaid principal amount of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrowers to the Banks hereunder and thereunder to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued interest thereon and all fees the same shall thereupon become and other obligations of the Borrower accrued hereunder, shall become be immediately due and payable immediately, to the Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (l) of Section 7.01, (i) the Commitments shall automatically terminateexpressly waived, and (ii) require the principal Borrowers to, and the Borrowers shall thereupon, deposit in a non-interest bearing account with the Agent, as cash collateral for its Obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrowers hereby pledge to the Agent and the Banks, and grants to the Agent and the Banks a security interest in, all such cash as security for such Obligations. Upon the curing of all existing Events of Default to the satisfaction of the Loans then outstandingRequired Banks, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, Agent shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by return such cash collateral to the Borrower.Borrowers; and

Consequences of Event of Default. In every such event (other than a) If an event with respect to the Borrower described in clause Event of Default specified under subsections (la) through (m) or subsection (p) of Section 7.01)10.01 shall occur and be continuing, the Lenders, the Issuing Bank and the Agents shall be under no further obligation to make Loans or issue Letters of Credit, as the case may be, and at any time thereafter during the continuance of such event, (i) the Administrative Agent may, and at upon the request of the Required Lenders shall, by written notice to the BorrowerCompany, take either or both of the following actions, at the same or different times: (i) terminate cancel the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) the Administrative Agent may, and upon the request of the Required Lenders shall, by written notice to the Company, declare the unpaid principal amount of the Revolving Credit Loans and Swing Loans then outstanding and all interest accrued thereon, any unpaid Fees and all other Obligations (other than the Bid Loans) of the Borrowers to the Lenders, the Swing Lenders and the Issuing Bank to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued interest thereon and all fees the same shall thereupon become and other obligations of the Borrower accrued hereunder, shall become be immediately due and payable immediately, without presentment, demand, protest or any other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (l) of Section 7.01, (i) the Commitments shall automatically terminateexpressly waived, and (iiiii) the principal Administrative Agent may, and upon the request of the Required Lenders shall, require the Borrowers to, and the Borrowers shall thereupon, deposit in a non-interest bearing account with the Administrative Agent, as cash collateral for its Obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrowers hereby pledge to the Administrative Agent for the benefit of the Agents, the Lenders, the Swing Lenders and the Issuing Bank, and grant to the Administrative Agent for the benefit of the Agents, the Lenders, the Swing Lenders and the Issuing Bank a security interest in, all such cash as security for such Obligations, provided that, upon the curing of all existing Events of Default to the satisfaction of the Required Lenders, the Administrative Agent shall return such cash collateral to the Borrowers, and provided further that within 14 days after cancellation of the Commitments or acceleration of the Revolving Credit Loans then outstanding, together with accrued interest thereon and all fees and other obligations Obligations of the Borrower accrued hereunderBorrowers to the Agents, the Lenders, the Swing Lenders and the Issuing Bank and before any judgment or decree for the payment therefor shall automatically become due have been obtained or entered, the Required Lenders, in their sole discretion, may by notice to the Company and payable, without presentment, demand, protest the Administrative Agent rescind and annul any such cancellation or other notice of any kind, all of which are hereby waived by the Borrower.acceleration; and

Consequences of Event of Default. In every such event 8.2.1 Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings. If an Event of Default specified under Sections 8.1.1 through 8.1.13 shall occur and be continuing, the Banks, the Issuing Banks and the Administrative Agent shall be under no further obligation to make Revolving Credit Loans or Swing Loans or issue Letters of Credit, as the case may be (other than an event with respect to and the Borrower described in clause (l) Administrative Agent shall not make any Swing Loans without the consent of Section 7.01the Required Banks nor shall any Issuing Bank issue any Letter of Credit without consent of the Required Banks), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at upon the request of the Required Lenders Banks shall, by written notice to the Borrower, take either one or both more of the following actions, at the same or different times: (i) terminate the Commitments, Commitments and thereupon the Commitments shall terminate immediatelybe terminated and of no further force and effect, and or (ii) declare the unpaid principal amount of the Revolving Credit Loans and Swing Loans then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks hereunder and thereunder to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued interest thereon and all fees the same shall thereupon become and other obligations of the Borrower accrued hereunder, shall become be immediately due and payable immediately, to the Administrative Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby waived by expressly waived, and (iii) require the Borrower to, and the Borrower shall thereupon, deposit in a non-interest-bearing account with the Administrative Agent, as cash collateral for its Obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrower hereby pledges to the Administrative Agent and the Banks, and grants to the Administrative Agent and the Banks a security interest in, all such cash as security for such Obligations. Upon the curing of all existing Events of Default to the satisfaction of the Required Banks, the Administrative Agent shall return such cash collateral to the Borrower; and in case of any event with respect to the Borrower described in clause (l) of Section 7.01, (i) the Commitments shall automatically terminate, and (ii) the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.and

Consequences of Event of Default. In every such event (other than 9.2.1 Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings. If an event with respect Event of Default specified under Sections 9.1.1 through 9.1.10 shall occur and be continuing, the Lenders and the Administrative Agent shall be under no further obligation to make Loans and the Borrower described in clause (l) Issuing Lender shall be under no obligation to issue Letters of Section 7.01), Credit and at any time thereafter during the continuance of such event, the Administrative Agent may, and at upon the request of the Required Lenders shall, (i) by written notice to the Borrower, take either or both declare the unpaid principal amount of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Lenders hereunder and thereunder to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued interest thereon and all fees the same shall thereupon become and other obligations of the Borrower accrued hereunder, shall become be immediately due and payable immediately, to the Administrative Agent for the benefit of each Lender without presentment, demand, protest or any other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (l) of Section 7.01, (i) the Commitments shall automatically terminateexpressly waived, and (ii) the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of require the Borrower accrued hereunderto, and the Borrower shall automatically become due thereupon, deposit in a non-interest-bearing account with the Administrative Agent, as cash collateral for its Obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and payablethe Borrower hereby pledges to the Administrative Agent and the Lenders, without presentment, demand, protest or other notice of any kindand grants to the Administrative Agent and the Lenders a security interest in, all of which are hereby waived by the Borrower.such cash as security for such Obligations; and

Consequences of Event of Default. In every such event (other than 9.2.1 Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings. ----------------------------------------- If an event with respect Event of Default specified under Sections 9.1.1 through 9.1.13 shall occur and be continuing, the Lenders and the Administrative Agent shall be under no further obligation to make Loans or issue Letters of Credit, as the Borrower described in clause (l) of Section 7.01)case may be, and at any time thereafter during the continuance of such event, the Administrative Agent may, and at upon the request of the Required Lenders shallLenders, shall (i) by written notice to the Borrower and the Co-Borrower, take either or both declare the unpaid principal amount of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower and the Co-Borrower to the Lenders hereunder and thereunder to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued interest thereon and all fees the same shall thereupon become and other obligations of the Borrower accrued hereunder, shall become be immediately due and payable immediately, to the Administrative Agent for the benefit of each Lender without presentment, demand, protest or any other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (l) of Section 7.01, (i) the Commitments shall automatically terminateexpressly waived, and (ii) require the principal Borrower and the Co-Borrower to, and the Borrower and the Co-Borrower shall thereupon, deposit in a non-interest bearing account with the Administrative Agent, as cash collateral for its Obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrower and the Co-Borrower hereby pledge to the Administrative Agent and the Lenders, and grants to the Administrative Agent and the Lenders a security interest in, all such cash as security for such Obligations. Upon the curing of all existing Events of Default to the satisfaction of the Loans then outstandingRequired Lenders, together with accrued interest thereon and all fees and other obligations of the Administrative Agent shall return such cash collateral to the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Co-Borrower.; and

Consequences of Event of Default. In every such event (other than 9.2.1 EVENTS OF DEFAULT OTHER THAN BANKRUPTCY, INSOLVENCY OR REORGANIZATION PROCEEDINGS. If an event with respect Event of Default specified under Sections 0 through 9.1.14 and 9.1.17 and 9.1.18 shall occur and be continuing, the Banks and the Administrative Agent shall be under no further obligation to make Loans or issue Letters of Credit, as the Borrower described in clause (l) of Section 7.01)case may be, and at any time thereafter during the continuance of such event, the Administrative Agent may, and at upon the request of the Required Lenders shallappropriate Banks in accordance with the provisions of Section 11.19, shall (i) by written notice to the Borrower, take either or both declare the unpaid principal amount of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks hereunder and thereunder to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued interest thereon and all fees the same shall thereupon become and other obligations of the Borrower accrued hereunder, shall become be immediately due and payable immediately, to the Administrative Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (l) of Section 7.01, (i) the Commitments shall automatically terminateexpressly waived, and (ii) require the principal Borrower to, and the Borrower shall thereupon, deposit in a non-interest-bearing account with the Administrative Agent, as cash collateral for its Obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrower hereby pledges to the Administrative Agent and the Banks, and grants to the Administrative Agent and the Banks a security interest in, all such cash as security for such Obligations. Upon the curing of all existing Events of Default to the satisfaction of the Loans then outstandingRequired Banks, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, Administrative Agent shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by return such cash collateral to the Borrower.; and

Consequences of Event of Default. In every such event (other than 9.2.1. EVENTS OF DEFAULT OTHER THAN BANKRUPTCY, INSOLVENCY OR REORGANIZATION PROCEEDINGS. If an event with respect Event of Default specified under Sections 9.1.1 through 9.1.13 shall occur and be continuing, the Banks and the Agent shall be under no further obligation to make Revolving Credit Loans or issue Letters of Credit, as the Borrower described in clause (l) of Section 7.01)case may be, and at any time thereafter during the continuance of such event, the Administrative Agent may, and at upon the request of the Required Lenders shallBanks, shall by written notice to the Borrower, take either one or both of the following actions, at the same or different times: (i) terminate the Commitments, Commitments and thereupon the Commitments shall terminate immediatelybe terminated and of no further force and effect, and or (ii) declare the unpaid principal amount of the Revolving Credit Loans then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks hereunder and thereunder to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued interest thereon and all fees the same shall thereupon become and other obligations of the Borrower accrued hereunder, shall become be immediately due and payable immediately, to the Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (l) of Section 7.01, (i) the Commitments shall automatically terminateexpressly waived, and (ii) require the principal Borrower to, and the Borrower shall thereupon, deposit in a non-interest-bearing account with the Agent, as cash collateral for its Obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrower hereby pledges to the Agent and the Banks, and grants to the Agent and the Banks a security interest in, all such cash as security for such Obligations. Upon the curing of all existing Events of Default to the satisfaction of the Loans then outstandingRequired Banks, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, Agent shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by return such cash collateral to the Borrower.; and

Consequences of Event of Default. In every such event (other than a) If an event with respect to the Borrower described in clause Event of Default specified under subsections (la) through (k) or (n) of Section 7.01), 9.01 hereof shall occur and at any time thereafter during the continuance of such eventbe continuing, the Administrative Banks shall be under no further obligation to make Revolving Credit Loans or issue any Letters of Credit hereunder and the Agent may, and at the upon written request of the Required Lenders Banks shall, (i) by written notice to the BorrowerLoan Parties, take either or both declare the unpaid principal amount of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans Revolving Credit Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Loan Parties to the Banks hereunder and thereunder to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued interest thereon and all fees the same shall thereupon become and other obligations of the Borrower accrued hereunder, shall become be immediately due and payable immediately, to the Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby waived by the Borrowerexpressly waived; and in case of any event with respect to the Borrower described in clause (l) of Section 7.01, (i) the Commitments shall automatically terminate, and (ii) require each Borrower to, and each Borrower shall thereupon, deposit in a non- interest bearing account with the principal Agent, as cash collateral for its obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit issued on its account, and each Borrower hereby pledges to the Agent and the Banks, and grants to the Agent and the Banks a security interest in, all such cash as security for such obligations. Upon the curing of all existing Events of Default to the satisfaction of the Loans then outstandingRequired Banks, together with accrued interest thereon the Agent shall return such cash collateral to the applicable Borrower. It is acknowledged that the authority given to the Agent to take the actions set forth in clauses (i) and all fees and other obligations (ii) above without first obtaining the written request of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest Required Banks is intended primarily to enable the Agent to act on behalf of the Banks when obtaining such written request is not feasible or other notice of any kind, all of which are hereby waived practical or would result in unacceptable delays as determined by the Borrower.Agent in its sole discretion; and

Consequences of Event of Default. In every such event (other than a) If an event with respect to the Borrower described in clause Event of Default specified under subsections (a) through (l) of Section 7.01)9.01 hereof shall occur and be continuing (i) the Facility A Banks shall be under no further obligation to make Revolving Credit Loans or Facility A Term Loans, issue Letters of Credit or enter into Escrow Agreements hereunder and the Facility B Banks shall be under no further obligation to make Facility B Loans (provided that, so long as a Simple Majority of the Banks do not accelerate the Notes pursuant to clause (ii) below, a Required Majority of Facility A Banks may continue to bind the Facility A Banks to make Revolving Credit Loans or Facility A Term Loans, issue Letters of Credit and enter into Escrow Agreements to the extent the Required Majority of Facility A Banks agree upon at any the time thereafter during the continuance by sending written notice of such event, election to the Administrative Agent may, other Facility A Banks and at all of the Facility A Banks shall be bound by such agreement) and (ii) upon the request of a Simple Majority of the Required Lenders shallBanks, the Agent shall by written notice to the Borrower, take either or both declare the unpaid principal amount of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks hereunder and thereunder to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued interest thereon and all fees the same shall thereupon become and other obligations of the Borrower accrued hereunder, shall become be immediately due and payable immediately, to the Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby waived by expressly waived, and (iii) upon the request of a Simple Majority of Facility A Banks, the Agent shall require the Borrower to, and the Borrower shall thereupon, deposit in a non-interest bearing account with the Agent, as cash collateral for its obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit and obligations under Escrow Agreements, and the Borrower hereby pledges to the Agent and the Facility A Banks, and grants to the Agent and the Banks a security interest in, all such cash as security for such obligations. Upon the curing of all existing Events of Default to the satisfaction of the Required Majority of Facility A Banks, the Agent shall return such cash collateral to the Borrower; and in case (b) If an Event of any event with respect to the Borrower described in clause Default specified under subsections (lm) or (n) of Section 7.019.01 hereof shall occur, (i) the Commitments Banks shall automatically terminatebe under no further obligations to make Loans, issue Letters of Credit or enter into Escrow Agreements hereunder and (ii) the unpaid principal amount of the Loans Notes then outstanding, together with accrued interest thereon outstanding and all interest accrued thereon, any unpaid fees and all other obligations Indebtedness of the Borrower accrued hereunder, Loan Parties to the Banks hereunder and thereunder shall automatically become be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived expressly waived; and (c) If an Event of Default shall occur and be continuing, any Bank to whom any obligation is owed by the Borrower.Loan Parties hereunder or under any other Loan Document or any participant of such Bank which has agreed in writing to be bound by the provisions of Section 11.11(b) hereof and any branch, subsidiary or affiliate of such Bank or participant anywhere in the world shall have the right, in addition to all other rights and remedies available to it, without notice to the Loan Parties, to set-off against and apply to the then unpaid balance of all the Loans and all other obligations of the Loan Parties hereunder or under any other Loan Document any debt owing to, and any other funds held in any manner for the account of, the Loan Parties by such Bank or participant or by such branch, subsidiary or affiliate, including, without limitation, all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by the Loan Parties for its own account (but not including funds held in custodian or trust accounts) with such Bank or participant or such branch, subsidiary or affiliate. Such right shall exist whether or not any Bank or the Agent shall have made any demand under this Agreement or any other Loan Document, whether or not such debt owing to or funds held for the account of the Loan Parties is or are matured or unmatured and regardless of the existence or adequacy of any Collateral, Guaranty or any other security, right or remedy available to any Bank or the Agent; and (d) If an Event of Default shall occur and be continuing and the Agent shall have accelerated the maturity of Loans of the Borrower or such Loans otherwise shall have been accelerated pursuant to any of the foregoing provisions of this Section 9.02, the Agent, at the request of a Simple Majority of the Banks, will proceed to protect and enforce its and the Banks' rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement or the Notes, including as permitted by applicable Law the obtaining of the ex parte appointment of a receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Agent or the Banks; and (e) In addition to the other remedies set forth in this Section 9.02, as provided in Section 7.01(b) and 7.02 hereof, the occurrence of an Event of Default hereunder shall constitute a Security Event, entitling the Agent to record all Collateral Documents; (f) From and after the date on which the Agent has taken any action pursuant to this Section 9.02 upon the authorization of a Simple Majority of the Banks and until all obligations of the Loan Parties have been paid in full, any and all proceeds received by the Agent from any sale or other disposition of the collateral under the Collateral Documents, if any, or any part thereof, or the exercise of any other remedy by the Agent, shall be applied as follows: (i) first, to reimburse the Agent and the Banks for out-of-pocket costs, expenses and disbursements, including without limitation reasonable attorneys' fees and legal expenses, incurred by the Agent or the Banks in connection with realizing on such collateral or collection of any obligations of the Loan Parties under any of the Loan Documents, including advances made by the Banks or any one of them or the Agent for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, such collateral, including without limitation, advances for taxes, insurance, repairs and the like and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale or other realization on, any of such collateral; (ii) second, to the repayment of all Indebtedness then due and unpaid of the Loan Parties to the Banks incurred under this Agreement or any of the Loan Documents, whether of principal, interest, fees, expenses or otherwise, in such manner as the Agent may determine in its discretion, provided that (1) such proceeds shall first be allocated to the Facility A Banks as a group and to each Borrowing Tranche of Facility B Banks as a group based on the amount of principal interest and other obligations (including any unreimbursed obligations under outstanding Letters of Credit or Escrow Agreements or obligations to Cash Collateralize any Letters of Credit or Escrow Agreements) due to each of these groups of Banks and (2) after giving effect to the allocation in clause (1) payments of principal and interest and other amounts shall be allocated to the Banks within each group of Banks described in clause (1) on a pro rata basis as set forth in Section 4.02; and (iii) the balance, if any, as required by Law. (g) In addition to all of the rights and remedies contained in this Agreement or in any of the other Loan Documents, the Agent shall have all of the rights and remedies under applicable Law, all of which rights and remedies shall be cumulative and non-exclusive, to the extent permitted by Law. The Agent may, and upon the request of the Simple Majority of Banks shall, exercise all post-default rights granted to the Agent and the Banks under the Loan Documents or applicable Law. 9.03

Consequences of Event of Default. In every such event (other than 9.2.1. Events of Default Other Than Bankruptcy, Insolvency or ------------------------------------------------------ Reorganization Proceedings. --------------------------- If an event with respect Event of Default specified under Sections 9.1.1 through 9.1.14 shall occur and be continuing, the Banks and the Administrative Agent shall be under no further obligation to make Loans or issue Letters of Credit, as the Borrower described in clause (l) of Section 7.01)case may be, and at any time thereafter during the continuance of such event, the Administrative Agent may, and at upon the request of the Required Lenders shallBanks, shall (i) by written notice to the Borrower, take either or both declare the unpaid principal amount of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks hereunder and thereunder to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued interest thereon and all fees the same shall thereupon become and other obligations of the Borrower accrued hereunder, shall become be immediately due and payable immediately, to the Administrative Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (l) of Section 7.01, (i) the Commitments shall automatically terminateexpressly waived, and (ii) require the principal Borrower to, and the Borrower shall thereupon, deposit in a non-interest-bearing account with the Administrative Agent, as cash collateral for its Obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrower hereby pledges to the Administrative Agent and the Banks, and grants to the Administrative Agent and the Banks a security interest in, all such cash as security for such Obligations. Upon the curing of all existing Events of Default to the satisfaction of the Loans then outstandingRequired Banks, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, Administrative Agent shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by return such cash collateral to the Borrower.; and

Consequences of Event of Default. In every such event (other than a) If an event with respect to the Borrower described in clause Event of Default specified under subsections (la) through (k) of Section 7.01), 9.1 hereof shall occur and at any time thereafter during the continuance of such eventbe continuing, the Administrative Agent may, Bank shall be under no further obligation to make Revolving Credit Loans or issue any Letters of Credit hereunder and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: Bank may (i) terminate by written notice to Integra, on behalf of the CommitmentsLoan Parties, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans unpaid principal amount of the Revolving Credit Note then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Loan Parties to the Bank hereunder and thereunder to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued interest thereon and all fees the same shall thereupon become and other obligations of the Borrower accrued hereunder, shall become be immediately due and payable immediately, to the Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby waived by the Borrowerexpressly waived; and in case of any event with respect to the Borrower described in clause (l) of Section 7.01, (i) the Commitments shall automatically terminate, and (ii) require each Borrower to, and each Borrower shall thereupon, deposit in a non-interest bearing account with the principal Bank, as cash collateral for its obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit issued on its account, and each Borrower hereby pledges to the Bank, and grants to the Bank a security interest in, all such cash as security for such obligations. Upon the curing of all existing Events of Default to the satisfaction of the Loans then outstandingBank, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, Bank shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by return such cash collateral to the applicable Borrower.; and

Consequences of Event of Default. In every such event (other than a) Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings. If an event with respect Event of Default specified under Section 8.01(a) through (m) shall occur and be continuing, the Lenders and the Agent shall be under no further obligation to make Loans or issue Letters of Credit, as the Borrower described in clause (l) of Section 7.01)case may be, and at any time thereafter during the continuance of such event, the Administrative Agent may, and at upon the request of the Required Lenders shallLenders, shall (i) by written notice to the Borrower, take either or both declare the unpaid principal amount of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Lenders hereunder and thereunder to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued interest thereon and all fees the same shall thereupon become and other obligations of the Borrower accrued hereunder, shall become be immediately due and payable immediately, to the Agent for the benefit of each Lender without presentment, demand, protest or any other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (l) of Section 7.01, (i) the Commitments shall automatically terminateexpressly waived, and (ii) require the principal Borrower to, and the Borrower shall thereupon, deposit in a non-interest-bearing account with the Agent, as cash collateral for its Obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrower hereby pledges to the Agent and the Lenders, and grants to the Agent and the Lenders a security interest in, all such cash as security for such Obligations. Upon the curing of all existing Events of Default to the satisfaction of the Loans then outstandingRequired Lenders, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, Agent shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by return such cash collateral to the Borrower.; and

Consequences of Event of Default. In every such event (other than a) If an event with respect to the Borrower described in clause Event of Default specified under subsections (la) through (h) of Section 7.01)9.1 shall occur and be continuing, no Bank shall have any further obligation to make Loans hereunder and at any time thereafter during the continuance of such eventAgent, the Administrative Agent may, and at upon the request of the Required Lenders shallBanks, shall by written notice to the Borrower, Borrower take either any or both all of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness (including the stated amount of all outstanding Letters of Credit of the Borrower to the Banks hereunder and thereunder to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued interest thereon and all fees the same shall thereupon become and other obligations of the Borrower accrued hereunder, shall become be immediately due and payable immediatelyto the Agent for the benefit of each Bank, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by expressly waived, and (iii) require the Borrower to, and Borrower shall thereupon, deposit in a non-interest bearing account with the Agent, as cash collateral for its obligations under the Senior Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrower hereby pledges to the Agent and the Banks, and grants to the Agent and the Banks a security interest in, all such cash as security for such obligations, provided that upon the earlier of (x) the curing of all existing Events of Default to the satisfaction of the Required Banks and (y) payment in full of the Loans, satisfaction of all of the Borrower's other obligations hereunder and termination of the Commitments, the Agent shall return such cash collateral to the Borrower; and in case of any event with respect to the Borrower described in clause (l) of Section 7.01, (i) the Commitments shall automatically terminate, and (ii) the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.and

Consequences of Event of Default. In every such event (other than a) If an event with respect to the Borrower described in clause Event of Default specified under subsections (la) through (n) of Section 7.01), 9.01 hereof shall occur and at any time thereafter during the continuance of such eventbe continuing, the Administrative Banks shall be under no further obligation to make Loans hereunder and the Agent may, and at upon the request of the Required Lenders shallBanks, shall (i) by written notice to the Borrower, take either or both declare the unpaid principal amount of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks hereunder and thereunder to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued interest thereon and all fees the same shall thereupon become and other obligations of the Borrower accrued hereunder, shall become be immediately due and payable immediately, to the Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (l) of Section 7.01, (i) the Commitments shall automatically terminateexpressly waived, and (ii) require the principal Borrower to, and the Borrower shall thereupon, deposit in a non-interest bearing account with the Agent, as cash collateral for its obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrower hereby pledges to the Agent and the Banks, and grants to the Agent and the Banks a security interest in, all such cash as security for such obligations. Upon the curing of all existing Events of Default to the satisfaction of the Loans then outstandingRequired Banks, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, Agent shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by return such cash collateral to the Borrower.; and

Consequences of Event of Default. In every such event (other than 8.2.1 Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings. If an event with respect Event of Default specified under Section 8.1.1 [Payments Under Loan Documents] through 8.1.11 [Change of Control] shall occur and be continuing, the Lenders and the Administrative Agent shall be under no further obligation to make Loans and the Borrower described in clause (l) Issuing Lender shall be under no obligation to issue Letters of Section 7.01), Credit and at any time thereafter during the continuance of such event, the Administrative Agent may, and at upon the request of the Required Lenders shallLenders, shall (i) by written notice to the Lead Borrower, take either or both declare the unpaid principal amount of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrowers to the Lenders hereunder and thereunder to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued interest thereon and all fees the same shall thereupon become and other obligations of the Borrower accrued hereunder, shall become be immediately due and payable immediately, to the Administrative Agent for the benefit of each Lender without presentment, demand, protest or any other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (l) of Section 7.01, (i) the Commitments shall automatically terminateexpressly waived, and (ii) require the principal Borrowers to, and the Borrowers shall thereupon, deposit in a non-interest-bearing account with the Administrative Agent, as cash collateral for its Obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrowers hereby pledge to the Administrative Agent and the Lenders, and grant to the Administrative Agent and the Lenders a security interest in, all such cash as security for such Obligations. Upon the waiving of all existing Events of Default to the satisfaction of the Loans then outstandingRequired Lenders, together with accrued interest thereon the Administrative Agent shall return such cash collateral to the applicable Borrower; and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.8.2.2

Consequences of Event of Default. In every such event (other than 8.2.1. EVENTS OF DEFAULT OTHER THAN BANKRUPTCY, INSOLVENCY OR REORGANIZATION PROCEEDINGS. If an event with respect to Event of Default specified under Sections 8.1.1 through 8.1.12 shall occur and be continuing, the Borrower described in clause (l) of Section 7.01), Lenders and at any time thereafter during the continuance of such event, the Administrative Agent shall be under no further obligation to make Loans or issue Letters of Credit, as the case may be, and the Administrative Agent, with the written consent of the Required Lenders may, and at upon the written request of the Required Lenders shallLenders, shall (i) by written notice to the Borrower, take either or both declare the unpaid principal amount of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans Notes then outstanding and all interest accrued thereon, any - 84 - unpaid fees and all other Indebtedness of the Borrower to the Lenders hereunder and thereunder to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued interest thereon and all fees the same shall thereupon become and other obligations of the Borrower accrued hereunder, shall become be immediately due and payable immediately, to the Administrative Agent for the benefit of each Lender without presentment, demand, protest or any other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (l) of Section 7.01, (i) the Commitments shall automatically terminateexpressly waived, and (ii) require the principal Borrower to, and the Borrower shall thereupon, deposit in an interest-bearing account with the Administrative Agent, as cash collateral for its Obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrower hereby pledges to the Administrative Agent and the Lenders, and grants to the Administrative Agent and the Lenders a security interest in, all such cash as security for such Obligations. Upon the curing of all existing Events of Default to the satisfaction of the Loans then outstandingRequired Lenders, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, Administrative Agent shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by return such cash collateral to the Borrower.; and

Consequences of Event of Default. In every such event If an Event of Default specified under subsections (other than an event with respect to the Borrower described in clause a) through (lh) of Section 7.01)9.1 shall occur and be continuing, no Bank shall have any further obligation to make Loans hereunder and at any time thereafter during the continuance of such eventAgent, the Administrative Agent may, and at upon the request of the Required Lenders shallBanks, shall by written notice to the Borrower, Borrower take either any or both all of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness (including the stated amount of all outstanding Letters of Credit of the Borrower to the Banks hereunder and thereunder to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued interest thereon and all fees the same shall thereupon become and other obligations of the Borrower accrued hereunder, shall become be immediately due and payable immediatelyto the Agent for the benefit of each Bank, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by expressly waived, and (iii) require the Borrower to, and Borrower shall thereupon, deposit in a non-interest bearing account with the Agent, as cash collateral for its obligations under the Senior Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrower hereby pledges to the Agent and the Banks, and grants to the Agent and the Banks a security interest in, all such cash as security for such obligations, provided that upon the earlier of (x) the curing of all existing Events of Default to the satisfaction of the Required Banks and (y) payment in full of the Loans, satisfaction of all of the Borrower's other obligations hereunder and termination of the Commitments, the Agent shall return such cash collateral to the Borrower; and in case if an Event of any event with respect to the Borrower described in clause Default specified under subsections (li) or (j) of Section 7.019.1 shall occur, (i) the Banks shall have no further obligation to make Loans hereunder, the Commitments shall automatically terminate, without any further action terminate and (ii) the unpaid principal amount of the Loans Notes then outstanding, together with accrued interest thereon outstanding and all interest accrued thereon, any unpaid fees and all other obligations Indebtedness (including the stated amount of all outstanding Letters of Credit) of the Borrower accrued hereunder, to the Banks hereunder and thereunder shall automatically become be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived expressly waived; and In case an Event of Default shall occur and be continuing, any Bank to whom any obligation is owed by the Borrower hereunder or under any other Senior Loan Document or any participant of such Bank which has agreed in writing to be bound by the provisions of Section 10.14 and any branch, subsidiary or affiliate of such Bank or participant anywhere in the world shall have the right, in addition to all other rights and remedies available to it, without notice to the Borrower, to set off against and apply to the then unpaid balance of all the Loans and all other obligations of the Borrower hereunder or under any other Senior Loan Document any debt owing to, and any other funds held in any manner for the account of, the Borrower by such Bank or participant or by such branch, subsidiary or affiliate, including all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by the Borrower for its own account (but not including funds held in custodian or trust accounts) with such Bank or participant or such branch, subsidiary or affiliate. Such right shall exist whether or not any Bank or the Agent shall have made any demand under this Agreement or any other Senior Loan Document, whether or not such debt owing to or funds held for the account of the Borrower is or are matured or unmatured and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Bank or the Agent; and In case an Event of Default shall occur and be continuing, and whether or not the Agent shall have accelerated the maturity of the Loans of the Borrower pursuant to any of the foregoing provisions of this Section 9.2, the Agent on behalf of the Banks may proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement or the Notes, including as permitted by applicable Law the obtaining of the EX PARTE appointment of a receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Agent on behalf of the Banks; and From and after the date on which the Agent has taken any action pursuant to this Section 9.2 and until all obligations of the Borrower have been paid in full, any and all proceeds received by the Agent from any sale or other disposition of the Collateral, or any part thereof, or the exercise of any other remedy by the Agent, shall be applied as follows: first, to reimburse the Agent and the Banks for out-of-pocket costs, expenses and disbursements, including reasonable attorneys' fees and legal expenses, incurred by the Agent or the Banks in connection with realizing on the Collateral or collection of any obligations of the Borrower under any of the Senior Loan Documents, including advances made subsequent to an Event of Default by the Banks or any one of them or the Agent for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Collateral, including advances for taxes, insurance, repairs and the like and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale or other realization on, any of the Collateral; second, to the repayment of all Indebtedness then due and unpaid of the Borrower to the Banks incurred under this Agreement or any of the Senior Loan Documents, whether of principal, interest, fees, expenses or otherwise, in such manner as the Agent may determine in its discretion, subject to the provisions of Section 5.2; and the balance, if any, as required by Law. In addition to all of the rights and remedies contained in this Agreement or in any of the other Senior Loan Documents, the Agent shall have all of the rights and remedies of a secured party under the Uniform Commercial Code or other applicable Law, all of which rights and remedies shall be cumulative and non-exclusive, to the extent permitted by Law. The Agent may, and upon the request of the Required Banks shall, exercise all post-default rights granted to the Agent and the Banks under the Senior Loan Documents or applicable Law.

Consequences of Event of Default. In every such event (other than 1. Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings. If an event with respect Event of Default specified under Sections 9.1.1 through 9.1.11 shall occur and be continuing, the Lenders and the Administrative Agent shall be under no further obligation to make Loans and the Borrower described in clause (l) Issuing Lender shall be under no obligation to issue Letters of Section 7.01), Credit and at any time thereafter during the continuance of such event, the Administrative Agent may, and at upon the request of the Required Lenders shallLenders, shall (i) by written notice to the Borrower, take either or both declare the unpaid principal amount of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Lenders hereunder and thereunder to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued interest thereon and all fees the same shall thereupon become and other obligations of the Borrower accrued hereunder, shall become be immediately due and payable immediately, to the Administrative Agent for the benefit of each Lender without presentment, demand, protest or any other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (l) of Section 7.01, (i) the Commitments shall automatically terminateexpressly waived, and (ii) the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of require the Borrower accrued hereunderto, and the Borrower shall automatically become due thereupon, deposit in a non-interest-bearing account with the Administrative Agent, as cash collateral for its Obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and payablethe Borrower hereby pledges to the Administrative Agent and the Lenders, without presentment, demand, protest or other notice of any kindand grants to the Administrative Agent and the Lenders a security interest in, all of which are hereby waived by the Borrower.such cash as security for such Obligations; and

Consequences of Event of Default. In every such event (other than a) Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings. If an event with respect Event of Default specified under Sections 9.1.1 through 9.1.11 shall occur and be continuing, the Lenders and the Administrative Agent shall be under no further obligation to make Loans and the Borrower described in clause (l) Issuing Lender shall be under no obligation to issue Letters of Section 7.01), Credit and at any time thereafter during the continuance of such event, the Administrative Agent may, and at upon the request of the Required Lenders shallLenders, shall (i) by written notice to the Borrower, take either or both declare the unpaid principal amount of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Lenders hereunder and thereunder to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued interest thereon and all fees the same shall thereupon become and other obligations of the Borrower accrued hereunder, shall become be immediately due and payable immediately, to the Administrative Agent for the benefit of each Lender without presentment, demand, protest or any other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (l) of Section 7.01, (i) the Commitments shall automatically terminateexpressly waived, and (ii) the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of require the Borrower accrued hereunderto, and the Borrower shall automatically become due thereupon, deposit in a non-interest-bearing account with the Administrative Agent, as cash collateral for its Obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and payablethe Borrower hereby pledges to the Administrative Agent and the Lenders, without presentment, demand, protest or other notice of any kindand grants to the Administrative Agent and the Lenders a security interest in, all of which are hereby waived by the Borrower.such cash as security for such Obligations; and

Consequences of Event of Default. In every such event (other than 1.1.iEvents of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings. If an event with respect Event of Default specified under Sections 9.1.1 through 9.1.10 shall occur and be continuing, the Lenders and the Administrative Agent shall be under no further obligation to make Loans and the Borrower described in clause (l) Issuing Lender shall be under no obligation to issue Letters of Section 7.01), Credit and at any time thereafter during the continuance of such event, the Administrative Agent may, and at upon the request of the Required Lenders shallLenders, shall (i) by written notice to the Borrower, take either or both declare the unpaid principal amount of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Lenders hereunder and thereunder to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued interest thereon and all fees the same shall thereupon become and other obligations of the Borrower accrued hereunder, shall become be immediately due and payable immediately, to the Administrative Agent for the benefit of each Lender without presentment, demand, protest or any other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (l) of Section 7.01, (i) the Commitments shall automatically terminateexpressly waived, and (ii) the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of require the Borrower accrued hereunderto, and the Borrower shall automatically become due thereupon, deposit in a non-interest-bearing account with the Administrative Agent, as cash collateral for its Obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and payablethe Borrower hereby pledges to the Administrative Agent and the Lenders, without presentment, demand, protest or other notice of any kindand grants to the Administrative Agent and the Lenders a security interest in, all of which are hereby waived by the Borrower.such cash as security for such Obligations; and

Consequences of Event of Default. In every such event (other than a) If an event with respect to the Borrower described in clause Event of Default specified under subsections (la) through (g) of Section 7.01)91 shall occur and be continuing, no Bank shall have any further obligation to make Loans hereunder and at any time thereafter during the continuance of such eventAgent, the Administrative Agent may, and at upon the request of the Required Lenders shallBanks, shall by written notice to the Borrower, Borrower take either any or both all of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness (including the stated amount of all outstanding Letters of Credit of the Borrower to the Banks hereunder and thereunder to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued interest thereon and all fees the same shall thereupon become and other obligations of the Borrower accrued hereunder, shall become be immediately due and payable immediatelyto the Agent for the benefit of each Bank, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by expressly waived, and (iii) require the Borrower to, and Borrower shall thereupon, deposit in a non-interest bearing account with the Agent, as cash collateral for its obligations under the Senior Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrower hereby pledges to the Agent and the Banks, and grants to the Agent and the Banks a security interest in, all such cash as security for such obligations, provided that upon the earlier of (x) the curing of all existing Events of Default to the satisfaction of the Required Banks and (y) payment in full of the Loans, satisfaction of all of the Borrower's other obligations hereunder and termination of the Commitments, the Agent shall return such cash collateral to the Borrower; and in case of any event with respect to the Borrower described in clause (l) of Section 7.01, (i) the Commitments shall automatically terminate, and (ii) the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.and

Consequences of Event of Default. In every such event (other than 8.2.1 Events of Default Other Than Bankruptcy, Insolvency or ------------------------------------------------------ Reorganization Proceedings. -------------------------- If an event with respect Event of Default specified under Sections 8.1.1 through 8.1.14 shall occur and be continuing, the Banks and the Agent shall be, if determined by the Required Banks, under no further obligation to make Loans or issue Letters of Credit, as the Borrower described in clause (l) of Section 7.01)case may be, and at any time thereafter during the continuance of such event, the Administrative Agent may, and at upon the request of the Required Lenders shallBanks, shall (i) by written notice to the BorrowerBorrowers, take either or both declare the unpaid principal amount of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrowers to the Banks hereunder and thereunder to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued interest thereon and all fees the same shall thereupon become and other obligations of the Borrower accrued hereunder, shall become be immediately due and payable immediately, to the Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (l) of Section 7.01, (i) the Commitments shall automatically terminateexpressly waived, and (ii) require the principal Borrowers to, and the Borrowers shall thereupon, deposit in a non- interest bearing account with the Agent, as cash collateral for its Obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrowers hereby pledge to the Agent and the Banks, and grant to the Agent and the Banks a security interest in, all such cash as security for such Obligations. Upon the curing of all existing Events of Default to the satisfaction of the Loans then outstandingRequired Banks, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, Agent shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by return such cash collateral to the Borrower.; and

Consequences of Event of Default. In every such event (other than 9.2.1. Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings. If an event with respect Event of Default specified under Sections 9.1.1 through 9.1.13 shall occur and be continuing, the Banks and the Agent shall be under no further obligation to make Loans or issue Letters of Credit, as the Borrower described in clause (l) of Section 7.01)case may be, and at any time thereafter during the continuance of such event, the Administrative Agent may, and at upon the request of the Required Lenders Banks shall, by written notice to the Borrower, take either one or both of the following actions, at the same or different times: (i) terminate the Commitments, Commitments and thereupon the Commitments shall terminate immediatelybe terminated and of no further force and effect, and or (ii) declare the unpaid principal amount of the Notes and Loans then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks hereunder and thereunder to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued interest thereon and all fees the same shall thereupon become and other obligations of the Borrower accrued hereunder, shall become be immediately due and payable immediately, to the Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby waived by expressly waived, and (iii) require the Borrower to, and the Borrower shall thereupon, deposit in a non-interest-bearing account with the Agent, as cash collateral for its Obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrower hereby pledges to the Agent and the Banks, and grants to the Agent and the Banks a security interest in, all such cash as security for such Obligations. Upon the curing of all existing Events of Default to the satisfaction of the Required Banks, the Agent shall return such cash collateral to the Borrower; and in case of any event with respect to the Borrower described in clause (l) of Section 7.01, (i) the Commitments shall automatically terminate, and (ii) the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.and

Consequences of Event of Default. In every such event (other than 9.2.1 Events of Default Other Than Bankruptcy, ---------------------------------------- Insolvency or Reorganization Proceedings. ----------------------------------------- If an event with respect Event of Default specified under Sections 9.1.1 through 9.1.13 shall occur and be continuing, the Banks and the Agent shall be under no further obligation to make Loans or issue Letters of Credit, as the Borrower described in clause (l) of Section 7.01)case may be, and at any time thereafter during the continuance of such event, the Administrative Agent may, and at upon the request of the Required Lenders shallBanks, shall (i) by written notice to the Borrower, take either or both declare the unpaid principal amount of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks hereunder and thereunder to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued interest thereon and all fees the same shall thereupon become and other obligations of the Borrower accrued hereunder, shall become be immediately due and payable immediately, to the Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (l) of Section 7.01, (i) the Commitments shall automatically terminateexpressly waived, and (ii) require the principal Borrower to, and the Borrower shall thereupon, deposit in a non-interest-bearing account with the Agent, as cash collateral for its Obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrower hereby pledges to the Agent and the Banks, and grants to the Agent and the Banks a security interest in, all such cash as security for such Obligations. Upon the curing of all existing Events of Default to the satisfaction of the Loans then outstandingRequired Banks, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, Agent shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by return such cash collateral to the Borrower.; and

Consequences of Event of Default. In every such event (other than a) If an event with respect to the Borrower described in clause Event of Default specified under subsections (la) through (k) or (n) of Section 7.01), 9.01 hereof shall occur and at any time thereafter during the continuance of such eventbe continuing, the Administrative Banks shall be under no further obligation to make Revolving Credit Loans or issue any Letters of Credit hereunder and the Agent may, and at the upon written request of the Required Lenders Banks shall, (i) by written notice to the BorrowerLoan Parties, take either or both declare the unpaid principal amount of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans Revolving Credit Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Loan Parties to the Banks hereunder and thereunder to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued interest thereon and all fees the same shall thereupon become and other obligations of the Borrower accrued hereunder, shall become be immediately due and payable immediately, to the Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby waived by the Borrowerexpressly waived; and in case of any event with respect to the Borrower described in clause (l) of Section 7.01, (i) the Commitments shall automatically terminate, and (ii) require each Borrower to, and each Borrower shall thereupon, deposit in a non- interest bearing account with the principal Agent, as cash collateral for its obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit issued on its account, and each Borrower hereby pledges to the Agent and the Banks, and grants to the Agent and the Banks a security interest in, all such cash as security for such obligations. Upon the curing of all existing Events of Default to the satisfaction of the Loans then outstandingRequired Banks, together with accrued interest thereon the Agent shall return such cash collateral to the applicable Borrower. It is acknowledged that the authority given to the Agent to take the actions set forth in clauses (i) and all fees and other obligations (ii) above without first obtaining the written -70- 117 request of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest Required Banks is intended primarily to enable the Agent to act on behalf of the Banks when obtaining such written request is not feasible or other notice of any kind, all of which are hereby waived practical or would result in unacceptable delays as determined by the Borrower.Agent in its sole discretion; and

Consequences of Event of Default. In every such event (other than 9.2.1 Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings. If an event with respect to the Borrower described in clause (l) Event of Default specified under subsections 9.1.1 through 9.1.13 of Section 7.01)9.1 shall occur and be continuing, the Banks and the Agent shall be under no further obligation to make Revolving Credit Loans or issue Letters of Credit as the case may be, and at any time thereafter during the continuance of such event, the Administrative Agent may, and at upon the request of the Required Lenders shallBanks, by notice to the Borrower, take either or both of the following actions, at the same or different times: shall (i) terminate by written notice to PhyMatrix as agent for the CommitmentsBorrowers, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrowers to the Banks hereunder and thereunder to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued interest thereon and all fees the same shall thereupon become and other obligations of the Borrower accrued hereunder, shall become be immediately due and payable immediately, to the Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (l) of Section 7.01, (i) the Commitments shall automatically terminateexpressly waived, and (ii) require each Borrower to, and each Borrower shall thereupon, deposit in a non-interest bearing account with the principal Agent, as cash collateral for its Obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and each Borrower hereby pledges to the Agent and the Banks, and grants to the Agent and the Banks a security interest in, all such cash as security for such Obligations. Upon the curing of all existing Events of Default to the satisfaction of the Loans then outstandingRequired Banks, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, Agent shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by return such cash collateral to the Borrower.Borrowers; and

Consequences of Event of Default. In every such event (other than an event with respect a) Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings. If any Event of Default specified under Section 10.1 shall occur and be continuing, the Lenders and the Administrative Agent shall be under no further obligation to make Loans and the Borrower described in clause (l) Issuing Lender shall be under no obligation to issue Letters of Section 7.01), Credit and at any time thereafter during the continuance of such event, the Administrative Agent may, and at upon the request of the Required Lenders shall, by notice to the Borrower, take either any or both all of the following actions, at the same or different times: (i) terminate declare the Commitmentscommitment of each Lender to make Loans and any obligation of the Issuing Lender to issue, amend or extend Letters of Credit to be terminated, whereupon such commitments and thereupon the Commitments obligation shall terminate immediately, and be terminated; (ii) declare the Loans then unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (l) of Section 7.01, (i) the Commitments shall automatically terminate, and (ii) the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower.; (iii) require the Borrower to, and the Borrower shall thereupon, deposit in a non-interest-bearing account with the Administrative Agent, as Cash Collateral for its Obligations under the Loan Documents, an amount equal to the Minimum Collateral Amount for all outstanding Letters of Credit, and the Borrower hereby pledges to the Administrative Agent and the Lenders, and grants to the Administrative Agent and the 84 135035202_4

Consequences of Event of Default. In every such event (other than a) If an event with respect to the Borrower described in clause Event of Default specified under subsections (a) through (l) of Section 7.01)9.01 hereof shall occur and be continuing (i) the Banks shall be under no further obligation to make Loans, issue Letters of Credit or enter into Escrow Agreements hereunder (provided that a Required Majority of the Banks may continue to bind the Banks to make Loans, issue Letters of Credit and enter into Escrow Agreements to the extent the Banks agree upon at any the time thereafter during the continuance by sending written notice of such event, election to the Administrative Agent may, other Banks and at all of the Banks shall be bound by such agreement) and (ii) upon the request of a Simple Majority of the Required Lenders shallBanks, the Agent shall by written notice to the Borrower, take either or both declare the unpaid principal amount of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks hereunder and thereunder to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued interest thereon and all fees the same shall thereupon become and other obligations of the Borrower accrued hereunder, shall become be immediately due and payable immediately, to the Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby waived by expressly waived, and (iii) upon the request of a Simple Majority of the Banks, the Agent shall require the Borrower to, and the Borrower shall thereupon, deposit in a non-interest bearing account with the Agent, as cash collateral for its obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit and obligations under Escrow Agreements, and the Borrower hereby pledges to the Agent and the Banks, and grants to the Agent and the Banks a security interest in, all such cash as security for such obligations. Upon the curing of all existing Events of Default to the satisfaction of the Required Majority of Banks, the Agent shall return such cash collateral to the Borrower; and in case of any event with respect to the Borrower described in clause (l) of Section 7.01, (i) the Commitments shall automatically terminate, and (ii) the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.and

Consequences of Event of Default. In every such event (other than 8.2.1. Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings. If an event with respect to Event of Default specified under Sections 8.1.1 through 8.1.12 shall occur and be continuing, the Borrower described in clause (l) of Section 7.01), Lenders and at any time thereafter during the continuance of such event, the Administrative Agent shall be under no further obligation to make Loans or issue Letters of Credit, as the case may be, and the Administrative Agent, with the written consent of the Required Lenders may, and at upon the written request of the Required Lenders shallLenders, shall (i) by written notice to the Borrower, take either or both declare the unpaid principal amount of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Lenders hereunder and thereunder to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued interest thereon and all fees the same shall thereupon become and other obligations of the Borrower accrued hereunder, shall become be immediately due and payable immediately, to the Administrative Agent for the benefit of each Lender without presentment, demand, protest or any other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (l) of Section 7.01, (i) the Commitments shall automatically terminateexpressly waived, and (ii) require the principal Borrower to, and the Borrower shall thereupon, deposit in an interest-bearing account with the Administrative Agent, as cash collateral for its Obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrower hereby pledges to the Administrative Agent and the Lenders, and grants to the Administrative Agent and the Lenders a security interest in, all such cash as security for such Obligations. Upon the curing of all existing Events of Default to the satisfaction of the Loans then outstandingRequired Lenders, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, Administrative Agent shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by return such cash collateral to the Borrower.; and

Consequences of Event of Default. In every such event (other than 8.2.1 Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings. If an event with respect Event of Default specified under Sections 8.1.1 through 8.1.10 shall occur and be continuing beyond any applicable grace or cure period, the Lenders and the Administrative Agent shall be under no further obligation to make Loans and the Borrower described in clause (l) Issuing Lender shall be under no obligation to issue Letters of Section 7.01), Credit and at any time thereafter during the continuance of such event, the Administrative Agent may, and at upon the request of the Required Lenders shallLenders, shall (i) by written notice to the Borrower, take either or both declare the unpaid principal amount of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Lenders hereunder and thereunder to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued interest thereon and all fees the same shall thereupon become and other obligations of the Borrower accrued hereunder, shall become be immediately due and payable immediately, to the Administrative Agent for the benefit of each Lender without presentment, demand, protest or any other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (l) of Section 7.01, (i) the Commitments shall automatically terminateexpressly waived, and (ii) the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of require the Borrower accrued hereunderto, and the Borrower shall automatically become due thereupon, deposit in a non-interest-bearing account with the Administrative Agent, as cash collateral for its Obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and payablethe Borrower hereby pledges to the Administrative Agent and the Lenders, without presentment, demand, protest or other notice of any kindand grants to the Administrative Agent and the Lenders a security interest in, all of which are hereby waived by the Borrower.such cash as security for such Obligations; and

Consequences of Event of Default. In every such event (other than 9.2.1 Events of Default Other Than Bankruptcy, Insolvency or ------------------------------------------------------ Reorganization Proceedings. -------------------------- If an event with respect Event of Default specified under Sections 9.1.1 through 9.1.13 shall occur and be continuing, the Banks and the Agent shall be under no further obligation to make Loans or issue Letters of Credit, as the Borrower described in clause (l) of Section 7.01)case may be, and at any time thereafter during the continuance of such event, the Administrative Agent may, and at upon the request of the Required Lenders shallBanks, shall (i) by written notice to the Borrower, take either or both declare the unpaid principal amount of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks hereunder and thereunder to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued interest thereon and all fees the same shall thereupon become and other obligations of the Borrower accrued hereunder, shall become be immediately due and payable immediately, to the Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (l) of Section 7.01, (i) the Commitments shall automatically terminateexpressly waived, and (ii) require the principal Borrower to, and the Borrower shall thereupon, deposit in a non-interest-bearing account with the Agent, as cash collateral for its Obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrower hereby pledges to the Agent and the Banks, and grants to the Agent and the Banks a security interest in, all such cash as security for such Obligations. Upon the curing of all existing Events of Default to the satisfaction of the Loans then outstandingRequired Banks, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, Agent shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by return such cash collateral to the Borrower.; and