Common use of Upon an Event of Default Clause in Contracts

Upon an Event of Default. If any Event of Default shall have occurred and be continuing, then, and in any such event, the Administrative Agent may, and upon written instructions from the Majority Banks, shall, (i) by notice to the Company declare all Tender Advances and all interest accrued thereon and all other amounts due hereunder immediately due and payable and, upon such declaration, the same shall become and be immediately due and payable (provided that, upon the occurrence of any Event of Default under Section 6.01(e), all such amounts shall automatically become and be immediately due and payable) without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company, (ii) give written notice to the Trustee as contemplated in the applicable Indenture, that an Event of Default has occurred with directions for either a mandatory tender or acceleration of all Bonds currently outstanding, (iii) by notice sent to the Company, require the immediate deposit of cash collateral in an amount equal to the Maximum Credit Amount for all Letters of Credit and all unpaid Tender Advances, and the same shall thereupon become and be immediately due and payable by the Company; provided, however, that the Administrative Agent shall cause such cash collateral to be deposited in a separate account which shall not be debited to make any payment directly to a beneficiary of a Letter of Credit pursuant to a draw by such beneficiary under such Letter of Credit, and (iv) pursue all remedies available to it at law, by contract, at equity or otherwise, including all remedies under the Pledge Agreement and the Control Agreements. The Company hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Banks and any L/C Issuer, a security interest in all of the Company’s right, title and interest in and to all funds which may from time to time be on deposit in such cash collateral account to secure the prompt and complete payment and performance of the Company’s obligations hereunder (including, without limitation, any and all Reimbursement Obligations and any other amounts as shall become due and payable by the Company to the Banks or any L/C Issuer under this Agreement, the Pledge Agreement or any Control Agreement), and the Administrative Agent may at any time or from time to time after funds are deposited in the such cash collateral account, apply such funds to the payment of any such obligations. All funds on deposit in any cash collateral account shall be invested as required in any tax exemption or arbitrage certificate and agreement among the Company, the Issuer and the Trustee applicable to each series of Bonds (each, a “Tax Agreement”), with respect to the investment of Gross Proceeds (as defined in the applicable Tax Agreement).

Upon an Event of Default. If any Event of Default shall have occurred and be continuing, thenthe Fronting Bank (in the case of clauses (i), (ii) and in any such event, (iv) below) and the Administrative Agent may, and upon written instructions from or if requested by the Majority Required Banks, shall, the Administrative Agent shall (i) by notice to the Company Company, declare the obligation of the Fronting Bank to issue the Letter of Credit to be terminated, whereupon the same shall forthwith terminate, (ii) give notice (or, in the case of the Administrative Agent, cause the Fronting Bank to give notice) to the Trustee (A) directing a mandatory purchase of the Bonds as provided in Section 5.01(b)(iii) of the Indenture and/or (B) as provided in Section 11.02 of the Indenture to declare the principal of all Pledged Bonds then outstanding to be immediately due and payable, (iii) declare the principal amount of all demand loans and Tender Advances and hereunder, all interest accrued thereon and all other amounts due payable hereunder immediately or under any other Credit Document or in respect hereof or thereof to be forthwith due and payable andpayable, upon whereupon all such declarationprincipal, the same interest and all such other amounts shall become and be immediately due and payable (provided that, upon the occurrence of any Event of Default under Section 6.01(e), all such amounts shall automatically become and be immediately forthwith due and payable) , without diligence, presentment, demand, protest protest, or other further notice of any kind, all of which are hereby expressly waived by the Company, and (iiiv) in addition to other rights and remedies provided for herein or in the Custodian Agreement or otherwise available to any of them, as holder of the Pledged Bonds or otherwise, exercise all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of New York at that time; provided that, if an Event of Default described in Section 6.01(f) shall have occurred with respect to the Company then or an Event of Default described in Section 6.01(p) shall have occurred with respect to a Guarantor, automatically, (x) the obligation of the Fronting Bank hereunder to issue the Letter of Credit shall terminate, (y) any demand loans and Tender Advances, all interest thereon and all other amounts payable hereunder or under any other Credit Document or in respect hereof or thereof shall become and be forthwith due and payable, without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by the Company and (z) the Fronting Bank shall give written the notice to the Trustee as contemplated referred to in the applicable Indenture, that an Event of Default has occurred with directions for either a mandatory tender or acceleration of all Bonds currently outstanding, clauses (iiiii) by notice sent to the Company, require the immediate deposit of cash collateral in an amount equal to the Maximum Credit Amount for all Letters of Credit and all unpaid Tender Advances, and the same shall thereupon become and be immediately due and payable by the Company; provided, however, that the Administrative Agent shall cause such cash collateral to be deposited in a separate account which shall not be debited to make any payment directly to a beneficiary of a Letter of Credit pursuant to a draw by such beneficiary under such Letter of Credit, and (iv) pursue all remedies available to it at law, by contract, at equity or otherwise, including all remedies under the Pledge Agreement and the Control Agreements. The Company hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Banks and any L/C Issuer, a security interest in all of the Company’s right, title and interest in and to all funds which may from time to time be on deposit in such cash collateral account to secure the prompt and complete payment and performance of the Company’s obligations hereunder (including, without limitation, any and all Reimbursement Obligations and any other amounts as shall become due and payable by the Company to the Banks or any L/C Issuer under this Agreement, the Pledge Agreement or any Control Agreement), and the Administrative Agent may at any time or from time to time after funds are deposited in the such cash collateral account, apply such funds to the payment of any such obligations. All funds on deposit in any cash collateral account shall be invested as required in any tax exemption or arbitrage certificate and agreement among the Company, the Issuer and the Trustee applicable to each series of Bonds (each, a “Tax Agreement”), with respect to the investment of Gross Proceeds (as defined in the applicable Tax Agreement)above.

Upon an Event of Default. If any Event of Default shall have occurred and be continuing, then, and in continuing beyond any such eventapplicable grace period, the Administrative Agent may(i) shall at the request, and upon written instructions from or may with the consent, of the Majority Banks, shall, (i) by notice to the Company, declare the obligation of each Bank to make Advances to be terminated, whereupon the same shall forthwith terminate, or (ii) if any Purchased Notes are at the time outstanding, shall at the request, or may with the consent, of the Majority Banks, give notice to the Company declare that all Tender Advances and outstanding Purchased Notes are subject to immediate repurchase by the Company pursuant to this Agreement, at a price equal to the sum of the unpaid principal amount thereof plus all interest accrued thereon and unpaid thereon, whereupon the Company shall have an obligation, which obligation shall be immediately due and owing, absolutely and unconditionally, to effect such repurchase by paying such price to the Administrative Agent, along with all other amounts due hereunder immediately due and payable andunder this Agreement, upon such declarationin immediately available funds, the same shall become and be immediately due and payable (provided that, upon the occurrence of any Event of Default under Section 6.01(e), all such amounts shall automatically become and be immediately due and payable) without diligence, presentment, demand, protest or other further notice of any kind, all of which are hereby expressly waived by the Company, (ii) give written notice to the Trustee as contemplated in the applicable Indenture, that an Event of Default has occurred with directions for either a mandatory tender or acceleration of all Bonds currently outstanding, and (iii) shall at the request, or may with the consent, of the Majority Banks, by notice sent to the Company, require declare the immediate deposit outstanding principal amount of cash collateral in an amount equal all other amounts owing or to the Maximum Credit Amount for become owing under this Agreement to be forthwith due and payable, whereupon all Letters of Credit and all unpaid Tender Advances, and the same such amounts shall thereupon become and be immediately forthwith due and payable payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Company; provided, however, that the Administrative Agent shall cause such cash collateral to be deposited in a separate account which shall not be debited to make any payment directly to a beneficiary of a Letter of Credit pursuant to a draw by such beneficiary under such Letter of Credit, and (iv) pursue all remedies available to it at law, by contract, at equity or otherwise, including all remedies under the Pledge Agreement and the Control Agreements. The Company hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Banks and any L/C Issuer, a security interest in all of the Company’s right, title and interest in and to all funds which may from time to time be on deposit in such cash collateral account to secure the prompt and complete payment and performance of the Company’s obligations hereunder (including, without limitation, any and all Reimbursement Obligations and any other amounts as shall become due and payable by the Company to the Banks or any L/C Issuer under this Agreement, the Pledge Agreement or any Control Agreement), and the Administrative Agent may at any time or from time to time after funds are deposited in the such cash collateral account, apply such funds to the payment event of any such obligations. All funds on deposit in any cash collateral account shall be invested as required in any tax exemption an actual or arbitrage certificate and agreement among the Company, the Issuer and the Trustee applicable to each series deemed entry of Bonds (each, a “Tax Agreement”), an order for relief with respect to the investment Company or any of Gross Proceeds its subsidiaries under the Federal Bankruptcy Code, (as defined in A) the applicable Tax Agreement)obligation of each Bank to make Advances shall automatically be terminated, (B) the Company shall have an immediate obligation to purchase all outstanding Purchased Notes at a price equal to the unpaid principal amount thereof plus all interest accrued and unpaid thereon and (C) all amounts owing or to become owing hereunder shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Company.

Upon an Event of Default. If any Event of Default shall have occurred and be continuing, then, the Fronting Bank (in the case of clauses 6.02(i) and in any such event, (ii)) and the Administrative Agent may, and upon written instructions from or if requested by the Majority Required Banks, shall, the Administrative Agent shall (i) by notice to the Company Obligors, declare the obligation of the Fronting Bank to extend or amend the Letters of Credit to be terminated, whereupon the same shall forthwith terminate, (ii) give notice (or, in the case of the Administrative Agent, cause the Fronting Bank to give notice) to the Trustee (A) that the interest component of the Letters of Credit will not be reinstated, and/or (B) as provided in the Indenture to declare the principal of all Bonds then outstanding to be immediately due and payable, (iii) declare the principal amount of all Demand Loans and Tender Advances and hereunder, all interest accrued thereon and all other amounts due payable hereunder immediately or in respect hereof to be forthwith due and payable andpayable, upon whereupon all such declarationprincipal, the same interest and all such other amounts shall become and be immediately due and payable (provided that, upon the occurrence of any Event of Default under Section 6.01(e), all such amounts shall automatically become and be immediately forthwith due and payable) , without diligence, presentment, demand, protest protest, or other further notice of any kind, all of which are hereby expressly waived by the CompanyObligors, (iiiv) in addition to other rights and remedies provided for herein or otherwise available to any of them, as holder of the Pledged Bonds or otherwise, exercise all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of New York at that time; provided that, if an Event of Default described in Section 6.01(e) shall have occurred with respect to the Obligors then, automatically, (x) the obligation of the Fronting Bank hereunder to extend or amend the Letters of Credit shall terminate, (y) any Demand Loans and Tender Advances, all interest thereon and all other amounts payable hereunder or in respect hereof shall become and be forthwith due and payable, without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by the Obligors and (z) the Fronting Bank shall give written the notice to the Trustee as contemplated referred to in the applicable Indenture, that an Event of Default has occurred with directions for either a mandatory tender or acceleration of all Bonds currently outstanding, clauses (iiiii)(A) by notice sent to the Company, require the immediate deposit of cash collateral in an amount equal to the Maximum Credit Amount for all Letters of Credit and all unpaid Tender Advances, and the same shall thereupon become and be immediately due and payable by the Company; provided, however, that the Administrative Agent shall cause such cash collateral to be deposited in a separate account which shall not be debited to make any payment directly to a beneficiary of a Letter of Credit pursuant to a draw by such beneficiary under such Letter of Credit, and (ivB) pursue all remedies available to it at law, by contract, at equity or otherwise, including all remedies under the Pledge Agreement and the Control Agreements. The Company hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Banks and any L/C Issuer, a security interest in all of the Company’s right, title and interest in and to all funds which may from time to time be on deposit in such cash collateral account to secure the prompt and complete payment and performance of the Company’s obligations hereunder (including, without limitation, any and all Reimbursement Obligations and any other amounts as shall become due and payable by the Company to the Banks or any L/C Issuer under this Agreement, the Pledge Agreement or any Control Agreement), and the Administrative Agent may at any time or from time to time after funds are deposited in the such cash collateral account, apply such funds to the payment of any such obligations. All funds on deposit in any cash collateral account shall be invested as required in any tax exemption or arbitrage certificate and agreement among the Company, the Issuer and the Trustee applicable to each series of Bonds (each, a “Tax Agreement”), with respect to the investment of Gross Proceeds (as defined in the applicable Tax Agreement)above.

Upon an Event of Default. If any Upon the occurrence of an Event of Default shall have occurred and be continuingDefault, thenwith the consent of the Required Lenders, and in any such eventeither Administrative Agent may (other than during the Certain Funds Period), or upon the request of the Required Lenders, the Administrative Agent mayAgents shall (other than during the Certain Funds Period), and upon written instructions from the Majority Banks, shall, (i) by notice to the Company Borrower, declare all Tender Advances the principal of and all interest accrued thereon on the Extensions of Credit, the Notes and the Obligations (except for Hedge Agreements, which shall be governed by the terms and conditions thereof) at the time outstanding, and all other amounts owed to the Lenders and to the Administrative Agents under this Agreement, to be forthwith due hereunder and payable, whereupon the same shall immediately become due and payable and, upon such declaration, the same shall become and be immediately due and payable (provided that, upon the occurrence of any Event of Default under Section 6.01(e), all such amounts shall automatically become and be immediately due and payable) without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Companyexpressly waived, (ii) give written notice anything in this Agreement to the Trustee as contemplated in contrary notwithstanding, and terminate the applicable IndentureCommitment and any right of the Borrower to request Extensions of Credit thereunder; provided, that upon the occurrence of a Major Default under Section 7.01(e) insofar as it relates to Thomson or any other Borrower) during the Certain Funds Period, or subsequently of an Event of Default has occurred with directions for either a mandatory tender or acceleration of all Bonds currently outstandingunder Section 7.01(e), (iii) by notice sent to the Company, require the immediate deposit of cash collateral in an amount equal to the Maximum Credit Amount for all Letters of Credit Commitments shall be automatically terminated and all unpaid Tender AdvancesObligations (except for Hedge Agreements, and the same which shall thereupon become and be immediately due and payable governed by the Company; provided, however, that the Administrative Agent terms and conditions thereof) shall cause such cash collateral to be deposited in a separate account which shall not be debited to make any payment directly to a beneficiary of a Letter of Credit pursuant to a draw by such beneficiary under such Letter of Credit, and (iv) pursue all remedies available to it at law, by contract, at equity or otherwise, including all remedies under the Pledge Agreement and the Control Agreements. The Company hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Banks and any L/C Issuer, a security interest in all of the Company’s right, title and interest in and to all funds which may from time to time be on deposit in such cash collateral account to secure the prompt and complete payment and performance of the Company’s obligations hereunder (including, without limitation, any and all Reimbursement Obligations and any other amounts as shall automatically become due and payable by the Company without presentment, demand, protest or other notice of any kind, all of which are expressly waived, anything in this Agreement or in any other Loan Document to the Banks contrary notwithstanding. During the Certain Funds Period (save in circumstances where a Major Default has occurred and is continuing or any L/C Issuer it is unlawful for a Lender to perform its obligations under this Agreement), none of the Pledge Lenders shall be entitled to: (a) cancel any of its Commitments to the extent to do so would prevent or limit the making of an Extension of Credit; (b) exercise any right of set-off or counterclaim in respect of an Extension of Credit; (c) rescind this Agreement or (d) take any Control Agreement)step to accelerate, demand or cause repayment or prepayment of any Extension of Credit; provided that immediately upon the expiry of the Certain Funds Period all such rights, remedies and the Administrative Agent may at any time or from time to time after funds are deposited in the such cash collateral account, apply such funds entitlements shall be available to the payment of any such obligations. All funds on deposit in any cash collateral account shall be invested as required in any tax exemption Lenders notwithstanding that they may not have been used or arbitrage certificate and agreement among been available for use during the Company, the Issuer and the Trustee applicable to each series of Bonds (each, a “Tax Agreement”), with respect to the investment of Gross Proceeds (as defined in the applicable Tax Agreement)Certain Funds Period.

Upon an Event of Default. If any Event of Default ------------------------ shall have occurred and be continuing, then, and in any such event, the Administrative Agent mayAgent, and upon written instructions from at the Majority request of the LC Bank or the Required Banks, shall, shall (i) if the Letters of Credit shall not have been issued, by notice to the Company declare the Commitment to be terminated, whereupon the same shall forthwith terminate, (ii) if the Letters of Credit shall have been issued, notify the Trustee of such Event of Default and direct that the Trustee either (A) declare the mandatory purchase of all Tender Bonds then outstanding pursuant to Section 4.02(a)(iv) of each Indenture or (B) accelerate the Bonds pursuant to Section 9.02 of each Indenture, which direction to accelerate the Bonds will state that the Letters of Credit will terminate on the 10th business day (as defined in the Indenture) following the Trustee's receipt of such notice, and, in either case, provide a copy of such notice to the Company and the Issuer, (iii) if the Administrative Agent shall have directed the Trustee to declare the mandatory purchase of all Bonds under Section 4.02(a)(iv) of each Indenture pursuant to the immediately preceding clause (ii) (A), in a subsequent notice to the Trustee, notify the Trustee of the determination to terminate the Letters of Credit on the 10th business day (as defined in the Letters of Credit) following the Trustee's receipt of such notice, (iv) if the Letters of Credit shall have been issued and a drawing to pay interest on the Bonds shall have been made thereunder (other than such a drawing in respect of the payment of interest upon scheduled or accelerated maturity, or redemption, of the Bonds), notify the Trustee prior to the sixteenth day following such drawing that the Interest Component in the amount of such drawing will not be reinstated, (v) declare the Advances and all other principal amounts outstanding hereunder, all interest accrued thereon and all other amounts due payable hereunder immediately due and payable and, upon such declaration, the same shall become and be immediately due and payable (provided that, upon the occurrence of any Event of Default under Section 6.01(e), all such amounts shall automatically become and be immediately due and payable) without diligence, presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company, (ii) give written notice to the Trustee as contemplated in the applicable Indenture, that an Event of Default has occurred with directions for either a mandatory tender or acceleration of all Bonds currently outstanding, (iii) by notice sent to the Company, require the immediate deposit of cash collateral in an amount equal to the Maximum Credit Amount for all Letters of Credit and all unpaid Tender Advances, and the same shall thereupon become and be immediately due and payable by the Company; provided, however, that the Administrative Agent shall cause such cash collateral to be deposited in a separate account which shall not be debited to make any payment directly to a beneficiary of a Letter of Credit pursuant to a draw by such beneficiary under such Letter of Credit, and (iv) pursue all remedies available to it at law, by contract, at equity or otherwise, including all remedies under the Pledge Agreement and the Control Agreements. The Company hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Banks and any L/C Issuer, a security interest in all of the Company’s right, title and interest in and to all funds which may from time to time be on deposit in such cash collateral account to secure the prompt and complete payment and performance of the Company’s obligations hereunder (including, without limitation, any and all Reimbursement Obligations and any other amounts as shall become forthwith due and payable by the Company to the Banks or any L/C Issuer under this Agreement, the Pledge Agreement or any Control Agreement), and the Administrative Agent may at any time or from time to time after funds are deposited in the such cash collateral account, apply such funds to the payment of any such obligations. All funds on deposit in any cash collateral account shall be invested as required in any tax exemption or arbitrage certificate and agreement among the Company, the Issuer and the Trustee applicable to each series of Bonds (each, a “Tax Agreement”), with respect to the investment of Gross Proceeds (as defined in the applicable Tax Agreement).and

Upon an Event of Default. If any Event of Default ------------------------ shall have occurred and be continuing, then, and in any such event, the Administrative Agent mayAgent, and upon written instructions from at the Majority request of the LC Bank or the Required Banks, shall, shall (i) if the Letters of Credit shall not have been issued, by notice to the Company declare the Commitment to be terminated, whereupon the same shall forthwith terminate, (ii) if the Letters of Credit shall have been issued, notify the Trustee of such Event of Default and direct that the Trustee either (A) declare the mandatory purchase of all Tender Bonds then outstanding pursuant to Section 4.02(a)(iv) of each Indenture or (B) accelerate the Bonds pursuant to Section 9.02 of each Indenture, which direction to accelerate the Bonds will state that the Letters of Credit will terminate on the 10th business day (as defined in the Indenture) following the Trustee's receipt of such notice, and, in either case, provide a copy of such notice to the Company and the Issuer, (iii) if the Administrative Agent shall have directed the Trustee to declare the mandatory purchase of all Bonds under Section 4.02(a)(iv) of each Indenture pursuant to the immediately preceding clause (ii) (A), in a subsequent notice to the Trustee, notify the Trustee of the determination to terminate the Letters of Credit on the 10th business day (as defined in the Letters of Credit) following the Trustee's receipt of such notice, (iv) if the Letters of Credit shall have been issued and a drawing to pay interest on the Bonds shall have been made thereunder (other than such a drawing in respect of the payment of interest upon scheduled or accelerated maturity, or redemption, of the Bonds), notify the Trustee prior to the sixteenth day following such drawing that the Interest Component in the amount of such drawing will not be reinstated, (v) declare the Advances and all other principal amounts outstanding hereunder, all interest accrued thereon and all other amounts due payable hereunder immediately to be forthwith due and payable andpayable, upon whereupon the Advances and all other principal amounts outstanding hereunder, all such declaration, the same interest and all such other amounts shall become and be immediately due and payable (provided that, upon the occurrence of any Event of Default under Section 6.01(e), all such amounts shall automatically become and be immediately forthwith due and payable) , without diligence, presentment, demand, protest or other further notice of any kind, all of which are hereby expressly waived by the Company, and (iivi) give written notice exercise in respect of the Pledged Bonds, in addition to the Trustee as contemplated other rights and remedies provided for herein or in the applicable IndentureCustodian Agreement or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of New York at that an Event of Default has occurred with directions for either a mandatory tender or acceleration of all Bonds currently outstanding, (iii) by notice sent to the Company, require the immediate deposit of cash collateral in an amount equal to the Maximum Credit Amount for all Letters of Credit and all unpaid Tender Advances, and the same shall thereupon become and be immediately due and payable by the Companytime; provided, however, that the Administrative Agent shall cause such cash collateral to be deposited in a separate account which shall not be debited to make any payment directly to a beneficiary of a Letter of Credit pursuant to a draw by such beneficiary under such Letter of Credit, and (iv) pursue all remedies available to it at law, by contract, at equity or otherwise, including all remedies under the Pledge Agreement and the Control Agreements. The Company hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Banks and any L/C Issuer, a security interest in all of the Company’s right, title and interest in and to all funds which may from time to time be on deposit in such cash collateral account to secure the prompt and complete payment and performance of the Company’s obligations hereunder (including, without limitation, any and all Reimbursement Obligations and any other amounts as shall become due and payable by the Company to the Banks or any L/C Issuer under this Agreement, the Pledge Agreement or any Control Agreement), and the Administrative Agent may at any time or from time to time after funds are deposited in the such cash collateral account, apply such funds to the payment event of any such obligations. All funds on deposit in any cash collateral account shall be invested as required in any tax exemption an actual or arbitrage certificate and agreement among the Company, the Issuer and the Trustee applicable to each series deemed entry of Bonds (each, a “Tax Agreement”), an -------- ------- order for relief with respect to the investment Company or any of Gross Proceeds its Subsidiaries under the Federal Bankruptcy Code, (as defined in A) the applicable Tax Agreement).Commitment (if the Letters of Credit have not been issued) and the obligation of the Banks to make Advances shall automatically be terminated, and (B) the Advances and all amounts reimbursable on demand pursuant to Section 2.04, all interest accrued and unpaid thereon and all other amounts payable hereunder shall automatically become due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Company. Upon the occurrence of an Event of Default hereunder, all amounts payable hereunder shall bear interest at the Default Rate. ARTICLE VII