Common use of Action if Other Event of Default Clause in Contracts

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (i) through (v) of Section 10.1(i) with respect to any Parent Guarantor or any Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, Administrative Agent, upon the direction of the Required Lenders, shall by written notice to Borrowers and each Lender (a) declare all or any portion of the outstanding principal amount of the Loans and other Obligations to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate or (b) direct Borrowers to pay (and each Borrower agrees that upon receipt of such notice, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at the Payment Office such additional amount of cash, to be held as security by Administrative Agent for the benefit of the Secured Creditors, as is equal to the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawings, provided that, at such time as (y) no Event of Default shall be continuing or (z) this Agreement shall have terminated in accordance with Section 12.15, the balance, if any, of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents in accordance with their terms.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (i) through (v) of Section 10.1(i) with respect to any Parent Guarantor or any Borrower9.1.8) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent, upon the direction of the Required Lenders, shall by written notice to Borrowers and each Lender (a) Micro declare all or any portion of the outstanding principal amount of the Loans and all other Obligations to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such the Loans and all other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate terminate. Notwithstanding anything to the contrary contained herein or (b) direct Borrowers in any other Loan Document, the authority to pay (enforce rights and each Borrower agrees that upon receipt of remedies hereunder and under the other Loan Documents shall be vested exclusively in, and all actions and proceedings at law in connection with such noticeenforcement shall be instituted and maintained exclusively by, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent in accordance with this Section and at the Payment Office such additional amount instruction of cash, to be held as security by Administrative Agent the Required Lenders for the benefit of all the Secured CreditorsLenders and the Issuer; provided, however, that the foregoing shall not prohibit (i) the Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as Issuer or Swing Line Lender, as is equal to the sum of (acase may be) hereunder and under the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawingsother Loan Documents, provided that, at such time as (y) no Event of Default shall be continuing or (zii) this Agreement shall have terminated any Lender from exercising setoff rights in accordance with Section 12.15, the balance, if any, terms of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents in accordance with their terms.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (ia) through (vd) of Section 10.1(i) 8.1.9 with respect to any Parent Guarantor or any Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent, upon the direction of the Required Lenders, shall by written notice to Borrowers and each Lender (a) any Borrower declare all or any portion of the outstanding principal amount of the Loans and other Obligations (including Reimbursement Obligations) to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate and the Borrowers shall automatically and immediately be, jointly and severally, obligated to Cash Collateralize all Letter of Credit Outstandings. Notwithstanding anything to the contrary contained herein or (b) direct Borrowers in any other Loan Document, the authority to pay (enforce rights and each Borrower agrees that upon receipt of remedies hereunder and under the other Loan Documents shall be vested exclusively in, and all actions and proceedings at law in connection with such noticeenforcement shall be instituted and maintained exclusively by, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at the Payment Office such additional amount of cash, to be held as security by Administrative Agent in accordance with this Section and Section 8.2 for the benefit of all the Secured CreditorsLenders and the Issuer; provided, however, that the foregoing shall not prohibit (i) any Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as Issuer or Swing Line Lender, as is equal to the sum of (acase may be) hereunder and under the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawingsother Loan Documents, provided that, at such time as (y) no Event of Default shall be continuing or (zii) this Agreement shall have terminated any Lender from exercising setoff rights in accordance with Section 12.15, the balance, if any, of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents in accordance with their terms4.9.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (i) through (v) of Section 10.1(i) with respect to any Parent Guarantor or any Borrower8.2) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent, upon Agent at the direction request of the Required LendersLenders shall, shall by written notice to Borrowers the Borrower, take any or all of the following actions, at the same or different times: (i) terminate the Commitments, the Letter of Credit Commitments, and each Lender the Swingline Commitments, and thereupon the Commitments, the Letter of Credit Commitments, and the Swingline Commitments shall terminate immediately, and (aii) declare all or any portion of the Loans, LC Disbursements, and Swingline Loans then outstanding principal amount of the Loans and other Obligations to be due and payable and/or the Commitments in whole (if or in part, in which case any principal not theretofore terminated) so declared to be terminated, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall may thereafter be declared to be due and become immediately payable), and thereupon (a) the principal of the Loans, LC Disbursements and Swingline 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 further notice, demand or presentment, and/ordemand, as the case may be, the Commitments shall terminate protest or (b) direct Borrowers to pay (and each Borrower agrees that upon receipt of such notice, or immediately and automatically upon the occurrence and during the continuance other notice of any Event kind, all of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at which are hereby waived by the Payment Office such additional amount of cashBorrower, to be held as security by Administrative Agent for the benefit of the Secured Creditors, as is equal to the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) Borrower shall cash collateralize the aggregate amount of all Unpaid DrawingsLC Exposure as required in Section 2.5(i). Without limiting the foregoing, provided thatthe Administrative Agent, at such time as (y) no Event of Default the Issuing Banks, the Swingline Lenders and the Lenders shall be continuing or (z) this Agreement shall have terminated in accordance with Section 12.15, the balance, if any, of the amount held pursuant entitled to this clause (b) shall be returned to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, exercise any and all of other remedies available to them under the Liens Loan Documents and security interests created pursuant to the Security Documents in accordance with their termsapplicable law.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (i), (j) through or (vk) of Section 10.1(i) with respect to any Parent Guarantor or any Borrowerthis Article) shall occur for any reasonoccur, whether voluntary or involuntarythen, and be continuingat any time thereafter during the continuance of such event, the Administrative AgentAgent may, upon and at the direction request of the Required LendersLenders shall, shall by written notice to Borrowers and each Lender (a) declare all the Parent, take either or any portion both of the outstanding principal amount of following actions, at the Loans same or different times: (i) terminate the Commitments, and other Obligations to be due and payable and/or thereupon the Commitments (if not theretofore terminated) shall terminate immediately, and (ii) declare the Loans then outstanding to be terminated, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall in whole (or in part, in which case any principal not so declared to be due and become immediately 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 Loan Parties (including all amounts of LC Exposure, whether or not the beneficiary of any then-outstanding Letter of Credit shall have demanded payment thereunder) accrued hereunder, shall become due and payable immediately, without further notice, demand or presentment, and/ordemand, as protest or other notice of any kind, all of which are hereby waived by the case may beLoan Parties. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Commitments authority to enforce rights and remedies hereunder and under the other Loan Documents shall terminate or (b) direct Borrowers to pay (be vested exclusively in, and each Borrower agrees that upon receipt of all actions and proceedings at law in connection with such noticeenforcement shall be instituted and maintained exclusively by, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at the Payment Office such additional amount of cash, to be held as security by Administrative Agent in accordance with this Section and Section 7.2 for the benefit of all the Secured CreditorsLenders; provided, as is equal however, that the foregoing shall not prohibit any Lender from exercising setoff rights in accordance with this Agreement. With respect to the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for having undrawn and unexpired amounts at the account time of Crown Holdings and its Subsidiaries and then outstanding and (b) an acceleration pursuant to this clause, the aggregate amount of all Unpaid Drawings, provided that, Borrowers shall at such time as (y) no Event deposit in a cash collateral account opened by the Administrative Agent an amount equal to 105% of Default shall be continuing or (z) this Agreement shall have terminated the aggregate then-undrawn and unexpired amount of such Letters of Credit in accordance with Section 12.15, the balance, if any, of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents in accordance with their terms2.19(j).

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (i) through (v) of Section 10.1(i) with respect to any Parent Guarantor Company or any Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, Administrative Agent, upon the direction of the Required Lenders, Requisite Lenders shall by written notice to Borrowers and each Lender (a) declare all or any portion of the outstanding principal amount of the Loans and other Obligations to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate or (b) direct Borrowers to pay (and each Borrower agrees that upon receipt of such notice, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at the Payment Office such additional amount of cash, to be held as security by Administrative Agent for the benefit of the Secured CreditorsParties, as is equal to the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawings, provided that, at such time as (y) no Event of Default shall be continuing or (z) this Agreement shall have terminated in accordance with Section 12.15, the balance, if any, of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Collateral Documents in accordance with their terms.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (i) through (v) of Section 10.1(i) with respect to any Parent Guarantor Company or any Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, Administrative Agent, upon the direction of the Required Lenders, Requisite Lenders shall by written notice to Borrowers and each Lender (a) declare all or any portion of the outstanding principal amount of the Loans and other Obligations to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate or (b) direct Borrowers to pay (and each Borrower agrees that upon receipt of such notice, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at the Payment Office such additional amount of cash, to be held as security by Administrative Agent for the benefit of the Secured CreditorsParties, as is equal to the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawings, provided that, at such time as (y) no Event of Default shall be continuing or (z) this Agreement shall have terminated in accordance with Section 12.15, the balance, if any, of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Collateral Documents in accordance with their terms.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (ia) through (vd) of Section 10.1(i) 8.1.9 with respect to any Parent Guarantor or any Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent, upon the direction of the Required Lenders, shall by written notice to the Borrowers and each Lender (a) declare all or any portion of the outstanding principal amount of the Loans and other Obligations (including Reimbursement Obligations) to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate and the Borrowers shall automatically and immediately be obligated to Cash Collateralize all Letter of Credit Outstandings. Notwithstanding anything to the contrary contained herein or (b) direct Borrowers in any other Loan Document, the authority to pay (enforce rights and each Borrower agrees that upon receipt of remedies hereunder and under the other Loan Documents shall be vested exclusively in, and all actions and proceedings at law in connection with such noticeenforcement shall be instituted and maintained exclusively by, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at the Payment Office such additional amount of cash, to be held as security by Administrative Agent in accordance with this Section and Section 8.2 for the benefit of all the Secured CreditorsLenders and the Issuer; provided that the foregoing shall not prohibit (i) the Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as Issuer or Swing Line Lender, as is equal to the sum of (acase may be) hereunder and under the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawingsother Loan Documents, provided that, at such time as (y) no Event of Default shall be continuing or (zii) this Agreement shall have terminated any Lender from exercising setoff rights in accordance with Section 12.15, the balance, if any, of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents in accordance with their terms4.9.

Action if Other Event of Default. (a) If any Event of Default (other than any Event of Default described in clauses (ia) through (ve) of Section 10.1(i) 8.1.9 with respect to any Parent Guarantor or any the Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, Administrative Agent, upon the direction or with the consent of the Required Lenders, shall take such action that Administrative Agent deems advisable to protect and enforce the rights of the Lenders against Borrower and in the Borrowing Base Properties, including, without limitation, (i) by written notice to Borrowers and each Lender (a) the Borrower declare all or any portion of the outstanding principal amount of the Loans and other Obligations (including Reimbursement Obligations) to be due and payable and/or the Revolving Loan Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such the Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, and the Commitments shall terminate and Borrower shall automatically and immediately be obligated to deposit with Administrative Agent cash collateral in an amount equal to all Letter of Credit Outstandings and (ii) enforcing or availing itself of any or all rights or remedies as set forth in the Loan Documents against Borrower and the Borrowing Base Properties, including, without limitation, all rights or remedies available at law or in equity. (b) direct Borrowers Unless waived in writing by Administrative Agent, and subject in all events to pay (and the express provisions of each Borrower agrees that upon receipt of such noticeLoan Document, or immediately and automatically upon the occurrence and during the continuance of any an Event of Default specified Default, all or any one or more of the rights, powers, privileges and other remedies available to Administrative Agent against Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower or at law or in Section 10.1(i) equity may be exercised by Administrative Agent at any time and from time to time, whether or not all or any of the Indebtedness shall be declared due and payable, and whether or not Administrative Agent shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the Borrowing Base Properties. Any such Borrower it will pay) to Administrative Agent at the Payment Office such additional amount of cash, to be held as security actions taken by Administrative Agent for the benefit of the Secured Creditorsshall be cumulative and concurrent and may be pursued independently, as is equal to the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawingssingly, provided thatsuccessively, together or otherwise, at such time and in such order as (y) no Administrative Agent may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Administrative Agent permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, Borrower agrees that if an Event of Default is continuing (i) neither Administrative Agent nor the Lenders shall be continuing subject to any one action or election of remedies law or rule and (zii) this Agreement all liens and other rights, remedies or privileges provided to Administrative Agent and the Lenders shall remain in full force and effect until Administrative Agent and the Lenders have terminated exhausted all of its remedies against the Borrowing Base Properties and the First Lien Mortgages have been foreclosed, sold and/or otherwise realized upon in accordance with Section 12.15, the balance, if any, satisfaction of the amount held pursuant to this clause (b) shall be returned to Indebtedness or the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents Indebtedness has been paid in accordance with their termsfull.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (ia) through (vd) of Section 10.1(i) 8.1.9 with respect to any Parent Guarantor or any the Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative AgentAgent may and, upon the direction of the Required Lenders, shall shall, by written notice to Borrowers and each Lender the Borrower, (ai) declare all or any portion of the outstanding principal amount of the Loans and other Obligations (including Reimbursement Obligations) to be due and payable and/or payable, (ii) the Commitments (if not theretofore terminated) to be terminated, and (iii) exercise on behalf of itself and the Secured Parties all rights and remedies available to it and the Secured Parties under the Loan Documents or applicable law; whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand demand, protest or presentmentpresentment (all of which are hereby expressly waived by the Borrower), and/or, as the case may be, the Commitments shall terminate and the Borrower shall automatically and immediately be obligated to Cash Collateralize all Letter of Credit Outstandings. Notwithstanding anything to the contrary contained herein or (b) direct Borrowers in any other Loan Document, the authority to pay (enforce rights and each Borrower agrees that upon receipt of remedies hereunder and under the other Loan Documents shall be vested exclusively in, and all actions and proceedings at law in connection with such noticeenforcement shall be instituted and maintained exclusively by, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at the Payment Office such additional amount of cash, to be held as security by Administrative Agent in accordance with this Section and Section 8.2 for the benefit of all the Secured CreditorsLenders and the Issuer; provided, that the foregoing shall not prohibit (i) the Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as Issuer or Swing Line Lender, as is equal to the sum of (acase may be) hereunder and under the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawingsother Loan Documents, provided that, at such time as (y) no Event of Default shall be continuing or (zii) this Agreement shall have terminated any Lender from exercising setoff rights in accordance with Section 12.15, the balance, if any, of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents in accordance with their terms4.9.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (ia) through (vd) of Section 10.1(i) 8.1.9 with respect to any Parent Guarantor or any the Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative AgentAgent may and, upon the direction of the Required Lenders, shall shall, by written notice to Borrowers and each Lender the Borrower, (ai) declare all or any portion of the outstanding principal amount of the Loans and other Obligations (including Reimbursement Obligations) to be due and payable and/or payable, (ii) the Commitments (if not theretofore terminated) to be terminated, and (iii) exercise on behalf of itself and the Secured Parties all rights and remedies available to it and the Secured Parties under the Loan Documents or applicable law; whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand demand, protest or presentmentpresentment (all of which are hereby expressly waived by the Borrower), and/or, as the case may be, the Commitments shall terminate and the Borrower shall automatically and immediately be obligated to Cash Collateralize all Letter of Credit Outstandings. Notwithstanding anything to the contrary contained herein or (b) direct Borrowers in any other Loan Document, the authority to pay (enforce rights and each Borrower agrees that upon receipt of remedies hereunder and under the other Loan Documents shall be vested exclusively in, and all actions and proceedings at law in connection with such noticeenforcement shall be instituted and maintained exclusively by, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at the Payment Office such additional amount of cashin accordance with this Section, to be held as security by Administrative Agent Section 8.2 for the benefit of all the Secured CreditorsLenders and the Issuer; provided, that the foregoing shall not prohibit (i) the Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as Issuer or Swing Line Lender, as is equal to the sum of (acase may be) hereunder and under the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawingsother Loan Documents, provided that, at such time as (y) no Event of Default shall be continuing or (zii) this Agreement shall have terminated any Lender from exercising setoff rights in accordance with Section 12.15, the balance, if any, of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents in accordance with their terms4.9.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (i) through (viv) of Section 10.1(i) with respect to any Parent Guarantor or any Borrower9.1(h)) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative AgentAgent may, upon and shall at the direction of the Required Lenders, shall by written notice to Borrowers and each Lender (a) the Borrower declare all or any portion of the outstanding principal amount of the Loans and other Obligations to be due and payable and/or and the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such the Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, and the Commitments shall terminate or (b) direct Borrowers to pay (and each Borrower agrees that upon receipt terminate; provided that, in the case of such notice, or immediately and automatically upon the occurrence and during the continuance of any an Event of Default specified under Section 9.1(k), Administrative Agent shall provide five (5) Business Days’ prior written notice to the Borrower before exercising any right or remedy, whereby during such five (5) Business Day period, Administrative Agent shall make itself available to discuss in Section 10.1(i) with respect good faith any proposed solution to such circumstance and the Borrower it will paymay take any action otherwise permitted under the Loan Documents (x) as required so that such circumstances no longer exist (to the extent curable), (y) to Administrative Agent at show evidence that no such circumstance has occurred or (z) to provide a plan detailing how the Payment Office Borrower will mitigate the effect of such additional amount of cashcircumstance, to be held as security by Administrative Agent for the benefit of the Secured Creditorswhich, as is equal to the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawings, provided thatin each case, at such time as (ysuch evidence or plans are provided to Administrative Agent, Administrative Agent shall promptly re-determine in good faith whether an Event of Default still exists with respect to Section 9.1(k) and if, as a result of such re-determination, no Event of Default shall under Section 9.1(k) remains existing, any proposed or expected Event of Default under Section 9.1(k) will immediately be continuing or (z) this Agreement shall have terminated in accordance with Section 12.15deemed to be waived and cured, the balance, if any, of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents in accordance with their terms.without any further action by any Person

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (ia) through (ve) of Section 10.1(i) 8.1.9 with respect to any Parent Guarantor or any the Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, Administrative Agent, upon the direction or with the consent of the Required Lenders, shall take such action that Administrative Agent deems advisable to protect and enforce the rights of the Lenders against Borrower, Guarantor and the Collateral, including, without limitation, (i) by written notice to Borrowers and each Lender (a) the Borrower declare all or any portion of the outstanding principal amount of the Loans and other Obligations (including Reimbursement Obligations) to be due and payable and/or the Revolving Loan Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such the Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, and the Commitments shall terminate and Borrower shall automatically and immediately be obligated to deposit with Administrative Agent cash collateral in an amount equal to all Letter of Credit Outstandings and (ii) enforcing or (b) direct Borrowers availing itself of any or all rights or remedies as set forth in the Loan Documents against Borrower, Guarantor and the Collateral, including, without limitation, all rights or remedies available at law or in equity. Unless waived in writing by Administrative Agent, and subject in all events to pay (and the express provisions of each Borrower agrees that upon receipt of such noticeLoan Document, or immediately and automatically upon the occurrence and during the continuance of any an Event of Default specified Default, all or any one or more of the rights, powers, privileges and other remedies available to Administrative Agent against Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower or at law or in Section 10.1(i) equity may be exercised by Administrative Agent at any time and from time to time, whether or not all or any of the Indebtedness shall be declared due and payable, and whether or not Administrative Agent shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the Collateral. Any such Borrower it will pay) to Administrative Agent at the Payment Office such additional amount of cash, to be held as security actions taken by Administrative Agent for the benefit of the Secured Creditorsshall be cumulative and concurrent and may be pursued independently, as is equal to the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawingssingly, provided thatsuccessively, together or otherwise, at such time and in such order as (y) no Administrative Agent may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Administrative Agent permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, Borrower agrees that if an Event of Default is continuing (i) neither Administrative Agent nor the Lenders shall be continuing subject to any one action or election of remedies law or rule and (ii) all liens and other rights, remedies or privileges provided to Administrative Agent and the Lenders shall remain in full force and effect until Administrative Agent and the Lenders have exhausted all remedies with respect to the Collateral and the Guaranty or the Indebtedness has been paid in full. With respect to Borrower, Guarantor and the Collateral, nothing contained herein or in any other Loan Document shall be construed as requiring Administrative Agent or the Lenders to resort to the Collateral for the satisfaction of any of the Indebtedness, and Administrative Agent may seek satisfaction out of the Collateral or any part thereof, in its absolute discretion in respect of the Indebtedness. In addition, Administrative Agent shall have the right from time to time to partially foreclose this Agreement and the Pledge Agreement in any manner and for any amounts secured by this Agreement or the Pledge Agreement then due and payable as determined by Administrative Agent in its sole discretion, including, without limitation, the following circumstances: (i) in the event Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal or interest, Administrative Agent may foreclose this Agreement to recover such delinquent payments, or (zii) in the event Administrative Agent elects to accelerate less than the entire outstanding principal balance of the Loans, Administrative Agent may foreclose this Agreement shall have terminated in accordance with Section 12.15to recover so much of the principal balance of the Loans as Administrative Agent may accelerate and such other sums secured by this Agreement as Administrative Agent may elect. Notwithstanding one or more partial foreclosures, the balance, if any, of the amount held pursuant Collateral shall remain subject to this clause (b) shall be returned Agreement to the Borrowers secure payment of sums secured by this Agreement and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents in accordance with their termsnot previously recovered.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (ia) through (ve) of Section 10.1(i) 8.1.9 with respect to any Parent Guarantor or any the Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, Administrative Agent, upon the direction or with the consent of the Required Lenders, shall take such action that Administrative Agent deems advisable to protect and enforce the rights of the Lenders against Borrower and in the Borrowing Base Properties, including, without limitation, (i) by written notice to Borrowers and each Lender (a) the Borrower declare all or any portion of the outstanding principal amount of the Loans and other Obligations (including Reimbursement Obligations) to be due and payable and/or the Revolving Loan Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such the Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, and the Commitments shall terminate and Borrower shall automatically and immediately be obligated to deposit with Administrative Agent cash collateral in an amount equal to all Letter of Credit Outstandings and (ii) enforcing or (b) direct Borrowers availing itself of any or all rights or remedies as set forth in the Loan Documents against Borrower and the Borrowing Base Properties, including, without limitation, all rights or remedies available at law or in equity. Unless waived in writing by Administrative Agent, and subject in all events to pay (and the express provisions of each Borrower agrees that upon receipt of such noticeLoan Document, or immediately and automatically upon the occurrence and during the continuance of any an Event of Default specified Default, all or any one or more of the rights, powers, privileges and other remedies available to Administrative Agent against Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower or at law or in Section 10.1(i) equity may be exercised by Administrative Agent at any time and from time to time, whether or not all or any of the Indebtedness shall be declared due and payable, and whether or not Administrative Agent shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the Borrowing Base Properties. Any such Borrower it will pay) to Administrative Agent at the Payment Office such additional amount of cash, to be held as security actions taken by Administrative Agent for the benefit of the Secured Creditorsshall be cumulative and concurrent and may be pursued independently, as is equal to the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawingssingly, provided thatsuccessively, together or otherwise, at such time and in such order as (y) no Administrative Agent may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Administrative Agent permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, Borrower agrees that if an Event of Default is continuing (i) neither Administrative Agent nor the Lenders shall be continuing subject to any one action or election of remedies law or rule and (ii) all liens and other rights, remedies or privileges provided to Administrative Agent and the Lenders shall remain in full force and effect until Administrative Agent and the Lenders have exhausted all of its remedies against the Borrowing Base Properties and the First Lien Mortgages have been foreclosed, sold and/or otherwise realized upon in satisfaction of the Indebtedness or the Indebtedness has been paid in full. With respect to Borrower and the Collateral, nothing contained herein or in any other Loan Document shall be construed as requiring Administrative Agent or the Lenders to resort to the Borrowing Base Properties for the satisfaction of any of the Indebtedness, and Administrative Agent may seek satisfaction out of the Borrowing Base Properties or any part thereof, in its absolute discretion in respect of the Indebtedness. In addition, Administrative Agent shall have the right from time to time to partially foreclose this Agreement and the First Lien Mortgages in any manner and for any amounts secured by this Agreement or the First Lien Mortgages then due and payable as determined by Administrative Agent in its sole discretion, including, without limitation, the following circumstances: (i) in the event Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal or interest, Administrative Agent may foreclose this Agreement and the First Lien Mortgages to recover such delinquent payments, or (zii) in the event Administrative Agent elects to accelerate less than the entire outstanding principal balance of the Loans, Administrative Agent may foreclose this Agreement shall have terminated in accordance with Section 12.15and the First Lien Mortgages to recover so much of the principal balance of the Loans as Administrative Agent may accelerate and such other sums secured by this Agreement or the First Lien Mortgages as Administrative Agent may elect. Notwithstanding one or more partial foreclosures, the balance, if any, of the amount held pursuant Borrowing Base Properties shall remain subject to this clause (b) shall be returned Agreement and the First Lien Mortgages to secure payment of sums secured by this Agreement and the Borrowers First Lien Mortgages and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents in accordance with their termsnot previously recovered.

Action if Other Event of Default. (a) If any Event of Default (other than any Event of Default described in clauses (i) through (v) of Section 10.1(i) with respect to any Parent Guarantor or any BorrowerSECTION 9.1.8) shall occur for any reason, whether voluntary or involuntary, and be continuing, Administrative the Agent, upon the direction of the Required Lenders, shall by written notice to Borrowers and the Borrower: (i) declare the commitment of each Lender to make Loans and any obligation of the Issuer to issue Letters of Credit to be terminated, whereupon such commitments and obligation shall be terminated; (aii) declare an amount equal to the maximum aggregate amount that is or at any time thereafter may become available for drawing under any outstanding Letters of Credit (whether or not any beneficiary shall have presented, or shall be entitled at such time to present, the drafts or other documents required to draw under such Letters of Credit) to be immediately due and payable as cash collateral for the obligations thereunder; (iii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any portion other Loan Document to be immediately due and payable (including, without limitation, amounts due under SECTION 5.4), without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; and (iv) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable law; (b) The right of the Lenders to make any declaration or acceleration by virtue of an Event of Default described in SECTIONS 9.1.1 -9.1.11 (excluding, however, proceedings under SECTION 9.1.8), however, is subject to the condition that if, at, any time before such declaration, such Event of Default is cured by or for the account of the Borrower, then in every such case any such default and its consequences shall be deemed to be annulled, but no such annulment shall extend to or affect any subsequent default or impair or exhaust any right or power consequent thereon. (c) The affirmative vote of Lenders holding at least 66-2/3% of the outstanding principal amount of the Loans Obligations may rescind or annul the acceleration at any time; PROVIDED, THAT, all Events of Default have been cured or waived at such time. (d) The rights provided for in this Agreement and the other Obligations to be due Loan Documents are cumulative and payable and/or the Commitments (if are not theretofore terminated) to be terminatedexclusive of any other rights, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payablepowers, without further notice, demand privileges or presentment, and/or, as the case may be, the Commitments shall terminate remedies provided by law or (b) direct Borrowers to pay (and each Borrower agrees that upon receipt of such noticein equity, or immediately and automatically upon the occurrence and during the continuance of under any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at the Payment Office such additional amount of cashother instrument, to be held as security by Administrative Agent for the benefit of the Secured Creditors, as is equal to the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawings, provided that, at such time as (y) no Event of Default shall be continuing document or (z) this Agreement shall have terminated in accordance with Section 12.15, the balance, if any, of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforce, agreement now existing or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents in accordance with their termshereafter arising.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (ia) through (ve) of Section 10.1(i) with respect to any Parent Guarantor or any Borrower8.1.10) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent, upon the direction of the Required Lenders, shall by written notice to Borrowers and each Lender (a) the Borrower declare all or any portion of the outstanding principal amount of the Loans and other Obligations (including Letter of Credit Reimbursement Obligations) to be due and payable and/or or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due 150 and payable, without further notice, demand or presentment, and/oror, as the case may be, the Commitments shall terminate or (b) direct Borrowers and the Borrower shall automatically and immediately be obligated to pay (and each Borrower agrees that upon receipt of such notice, or immediately and automatically upon deposit with the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at the Payment Office such additional cash collateral in an amount of cash, to be held as security by Administrative Agent for the benefit of the Secured Creditors, as is equal to the sum of (a) the aggregate Stated Amount of all Letters Letter of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawings, provided that, at such time as (y) no Event of Default shall be continuing or (z) this Agreement shall have terminated Outstandings in accordance with Section 12.152.6.4. In addition to the foregoing, the balance, if any, Administrative Agent upon direction of the amount Required Lenders may, without further notice of default, presentment or demand for payment, protest or notice of non-payment or dishonor, or other notices or demands of any kind, all such notices and demands being waived (to the extent permitted by applicable law), exercise any or all rights and remedies at law or in equity (in any combination or order that the Lenders may elect, subject to the foregoing), including, without prejudice to the Lenders' other rights and remedies, the following: (a) refuse, and the Lenders shall not be obligated, to consent to or direct that any payments be made from any Account or other funds held by the Disbursement Agent by or on behalf of the Borrower and may suspend or terminate the Lenders' obligation to make additional Advances (other than obligatory Advances hereunder pursuant to Section 2.6.1 and Section 2.6.4), to process requests by the Borrower and to perform any other obligations of the Lenders which are expressly subject to there not being a Default under this clause Agreement shall be terminated; the remedy set forth in this Section 8.3(a) shall be exercised automatically upon an Event of Default with respect to the Borrower described in Section 8.1.10; (b) make or do the same in such manner and to such extent as the Lenders may deem necessary to protect the security hereof, the Lenders being authorized to enter upon and take possession of the portion of the Site owned by the Borrower for such purposes, and any sums expended for such purposes shall be returned to become part of the Borrowers Indebtedness evidenced and secured by the Deed of Trust; (c) enforcecommence, appear in and/or defend any action or cause proceedings purporting to affect the U.S. Collateral Agent and Euro Collateral Agent to enforcesecurity hereof, and/or any additional or other security therefor, the Guarantee interests, rights, powers or duties of the Lenders hereunder, whether brought by or against the Borrower or the Lenders; (d) pay, purchase, contest or compromise any claim, debt, lien, charge or encumbrance that in the judgment of the Lenders may impair or reasonably appear to impair the security of the Deed of Trust or the other Loan Documents, the interests of the Lenders or the rights, powers and/or duties of the Lenders hereunder and any sums expended for such purposes shall become part of the Indebtedness evidenced and secured by the Loan Documents; (e) the Lenders (and their nominee and/or designee) are authorized either by themselves or by their agents or by a receiver appointed by a court of competent jurisdiction, to enter into and upon and take and hold possession of any portion or all of the Main Project, both real and personal, and exclude the Borrower and all other Persons 151 therefrom and thereupon the Lenders (or their nominee or designee) may, (u) use, operate, manage, control, insure, maintain, repair, restore and otherwise deal with all and every part of the Main Project and conduct business thereat, (v) take possession of all materials, supplies, tools, equipment and construction facilities and appliances located on the portion of the Site owned by the Borrower and perform any and all work and labor necessary to complete the construction of the Main Project in accordance with the Plans and Specifications, the Reciprocal Easement Agreement, the provisions other Operative Documents and any agreements relating to the Main Project existing at the time the Lenders (or their nominee and/or designee) enter into possession of Article XIVthe Main Project and perform any and all work and labor necessary to complete the Main Project or to operate and maintain the Main Project, and all sums expended in so doing, together with interest on such total amount at the rate set forth in Section 3.2.2, shall be repaid by the Borrower to the Lender upon demand and shall be secured by the Loan Documents, (w) employ watchmen to protect the Main Project, (x) make alterations, additions, renewals, replacements and improvements to the Main Project and, if required by the Reciprocal Easement Agreement, the Operative Documents or any agreements relating to the portion of the Liens Site owned by the Borrower, (y) exercise all rights and security interests created powers of the Borrower with respect to the portion of the Site owned by it and pursuant to or under the Security Reciprocal Easement Agreement, the Operative Documents or any agreements relating to the portion of the Site owned by the Borrower, whether in the name of the Borrower or otherwise, including the right to make, cancel, enforce or modify the Reciprocal Easement Agreement, the Operative Documents or any agreements relating to the portion of the Site owned by the Borrower, obtain and evict tenants and other Persons, and demand, ▇▇▇ for, collect and receive all earnings, revenues, rents, issues, profits and other income from the Main Project, and every part thereof, the Reciprocal Easement Agreement, the Operative Documents or any agreements relating to the portion of the Site owned by the Borrower and (z) apply the receipts therefrom to the payment of the Indebtedness evidenced and secured by the Loan Documents in accordance with this Agreement, after deducting therefrom all expenses (including reasonable attorneys' fees and costs and expenses) incurred in connection with the aforesaid operations and all amounts to pay the Impositions, assessments, insurance and other charges in connection with the Main Project as well as just and reasonable compensation for the services of the Administrative Agent, the Lenders and their terms.counsel, agents and employees; (f) exercise all rights and remedies under the Deed of Trust and the other Loan Documents;

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (i) through (v) of Section 10.1(i) with respect to any Parent Guarantor or any Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, Administrative Agent, upon the direction of the Required Lenders, shall by written notice to Borrowers and each Lender (a) declare all or any portion of the outstanding principal amount of the Loans and other Obligations to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate or (b) direct Borrowers to pay (and each Borrower agrees that upon receipt of such notice, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at the Payment Office such additional amount of cash, to be held as security by Administrative Agent for the benefit of the Secured Creditors, as is equal to the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawings, provided that, at such time as (y) no Event of Default shall be continuing or (z) this Agreement shall have terminated in accordance with Section 12.15, the balance, if any, of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents in accordance with their terms.

Action if Other Event of Default. (a) If any Event of Default (other than any Event of Default described in clauses (ia) through (vd) of Section 10.1(i) 8.1.9 with respect to any Parent Guarantor or any the Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent, upon the direction of the Required Lenders, shall by written notice to Borrowers and each Lender (a) the Borrower declare all or any portion of the outstanding principal amount of the Loans and other Obligations (including Reimbursement Obligations) to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate or and the Borrower shall automatically and immediately be obligated to Cash Collateralize all Letter of Credit Outstandings. (b) direct Borrowers to pay (and each Borrower agrees that upon receipt Without limiting the generality of such noticethe foregoing or limiting in any way the rights of the Secured Parties under any Loan Document or otherwise under applicable law, or immediately and automatically upon at any time after the occurrence occurrence, and during the continuance continuance, of any Event of Default specified in arising under clause (a) of Section 10.1(i) with respect to such Borrower it will pay) to 8.1.1, or anytime after the acceleration of the Loans, the Administrative Agent Agent, at the Payment Office such additional amount direction of cashthe Required Lenders, shall be entitled to be held as security apply for and have a receiver or receiver and manager appointed under state or Federal law of the United States by Administrative Agent for the benefit a court of competent jurisdiction in any action taken by any of the Secured CreditorsParties to enforce their rights and remedies hereunder and under any Loan Document in order to manage, as is equal protect, preserve, sell and otherwise dispose of all or any portion of the Collateral and continue the operation of the businesses of the Borrower and its Subsidiaries, and to collect all revenues and profits thereof and apply the same to the sum payment of all expenses and other charges of such receivership, including the compensation of the receiver, and to the payment of the Obligations as aforesaid until a sale or other disposition of such Collateral shall be finally made and consummated. Each of the Parent and the Borrower (afor itself and, with all due authority, each of its Subsidiaries) hereby irrevocably consents to and waives any right to object to or otherwise contest the appointment of a receiver as provided above. Each of the Parent and the Borrower (for itself and, with all due authority, each of its Subsidiaries) grants such waiver and consent knowingly after having discussed the implications thereof with counsel, acknowledges that the uncontested right to have a receiver appointed for the foregoing purposes is considered essential by the Secured Parties in connection with the enforcement of their rights and remedies hereunder and under any Loan Document, and the availability of such appointment as a remedy under the foregoing circumstances was a material factor in inducing the Secured Parties to make (and commit to make) the aggregate Stated Amount Credit Extensions to the Borrower; and agrees to enter into any and all stipulations in any legal actions, or agreements or other instruments in connection with the foregoing and to cooperate fully with the Secured Parties in connection with the assumption and exercise of control by the receiver over all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawings, provided that, at such time as (y) no Event of Default shall be continuing or (z) this Agreement shall have terminated in accordance with Section 12.15, the balance, if any, any portion of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents in accordance with their termsCollateral.

Action if Other Event of Default. (a) If any Event of Default described in Section 8.1.8 shall occur for any ------------- reason, whether voluntary or involuntary, and be continuing, unless such Event of Default shall be waived in writing by all the Lenders within 10 days after the occurrence of such Event of Default, the Administrative Agent, shall by notice to the Borrowers declare all of the outstanding principal amount of the Loans and other Obligations to be due and payable and the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of the Loans and other Obligations shall be and become immediately due and payable, without further notice, demand or presentment, and the Commitments shall terminate. (b) If any Event of Default (other than any Event of Default described in Section 8.1.8 or clauses (ia) through (vd) of Section 10.1(i) 8.1.9 with respect to any Parent Guarantor or any either ------------- ----------- --- ------------- Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent, upon the direction of the Required Lenders, shall by written notice to the Borrowers and each Lender (a) declare all or any portion of the outstanding principal amount of the Loans and other Obligations to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate or (b) direct Borrowers to pay (and each Borrower agrees that upon receipt of such notice, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at the Payment Office such additional amount of cash, to be held as security by Administrative Agent for the benefit of the Secured Creditors, as is equal to the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawings, provided that, at such time as (y) no Event of Default shall be continuing or (z) this Agreement shall have terminated in accordance with Section 12.15, the balance, if any, of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents in accordance with their termsterminate.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (ia) through (vd) of Section 10.1(i) 8.1.9 with respect to any Parent Guarantor or any Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent, upon the direction of the Required Lenders, shall (or with the consent of the Required Lenders, may) by written notice to the Borrowers and each Lender (a) declare all or any portion of the outstanding principal amount of the Loans and other Obligations (including Reimbursement Obligations) to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate and the Borrowers shall automatically and immediately be obligated to Cash Collateralize all Letter of Credit Outstandings and Canadian BAs. Notwithstanding anything to the contrary contained herein or (b) direct Borrowers in any other Loan Document, the authority to pay (enforce rights and each Borrower agrees that upon receipt of remedies hereunder and under the other Loan Documents shall be vested exclusively in, and all actions and proceedings at law in connection with such noticeenforcement shall be instituted and maintained exclusively by, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at and the Payment Office such additional amount of cash, to be held as security by Administrative Collateral Agent in accordance with this Section and Section 8.2 for the benefit of all the Secured CreditorsLenders and the Issuers; provided that the foregoing shall not prohibit (i) the Issuer or any Swing Line Lender or the Administrative Agent from exercising the rights and remedies that inure to its benefit (solely in its capacity as Issuer or Swing Line Lender or Administrative Agent, as is equal to the sum of case may be) hereunder and under the other Loan Documents, (aii) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawings, provided that, at such time as (y) no Event of Default shall be continuing or (z) this Agreement shall have terminated any Lender from exercising setoff rights in accordance with Section 12.154.9 or the other Loan Documents, (iii) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the balancependency of a proceeding relative to any Obligor under any Debtor Relief Law and provided further that if no Person is acting as Administrative Agent, if any, of then the amount held pursuant to this clause (b) Required Lenders shall be returned have the rights otherwise ascribed to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents in accordance with their termsAdministrative Agent.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (ia) through (vd) of Section 10.1(i) 8.1.9 with respect to any Parent Guarantor or any the Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent, upon the direction of the Required Lenders, shall (or with the consent of the Required Lenders, may) by written notice to Borrowers and each Lender (a) the Borrower declare all or any portion of the outstanding principal amount of the Loans and other Obligations to be due and payable and/or the Commitments (if not theretofore terminated) to be terminatedpayable, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as . Notwithstanding anything to the case may becontrary contained herein or in any other Loan Document, the Commitments authority to enforce rights and remedies hereunder and under the other Loan Documents shall terminate or (b) direct Borrowers to pay (be vested exclusively in, and each Borrower agrees that upon receipt of all actions and proceedings at law in connection with such noticeenforcement shall be instituted and maintained exclusively by, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at and the Payment Office such additional amount of cash, to be held as security by Administrative Collateral Agent in accordance with this Section and Section 8.2 for the benefit of all the Secured Creditors, as is equal to Lenders; provided that the sum of foregoing shall not prohibit (ai) the aggregate Stated Amount of all Letters of Credit issued for Administrative Agent from exercising the account of Crown Holdings rights and remedies that inure to its Subsidiaries benefit (solely in its capacity as Administrative Agent) hereunder and then outstanding and under the other Loan Documents, (bii) the aggregate amount of all Unpaid Drawings, provided that, at such time as (y) no Event of Default shall be continuing or (z) this Agreement shall have terminated any Lender from exercising setoff rights in accordance with Section 12.154.9 or the other Loan Documents, (iii) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the balancependency of a proceeding relative to any Obligor under any Debtor Relief Law and provided further that if no Person is acting as Administrative Agent, if any, of then the amount held pursuant to this clause (b) Required Lenders shall be returned have the rights otherwise ascribed to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents in accordance with their termsAdministrative Agent.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (i) through (v) of Section 10.1(i) with respect to any Parent Guarantor or any Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, Administrative Agent, upon the direction of the Required Lenders, shall by written notice to Borrowers and each Lender (a) declare all or any portion of the outstanding principal amount of the Loans and other Obligations to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid BUSINESS.31606820.2 amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate or (b) direct Borrowers to pay (and each Borrower agrees that upon receipt of such notice, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at the Payment Office such additional amount of cash, to be held as security by Administrative Agent for the benefit of the Secured Creditors, as is equal to the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawings, provided that, at such time as (y) no Event of Default shall be continuing or (z) this Agreement shall have terminated in accordance with Section 12.15, the balance, if any, of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents in accordance with their terms.

Action if Other Event of Default. (a) If any Event of Default (other than any Event of Default described in clauses (i) through (v) of Section 10.1(i) with respect to any Parent Guarantor or any Borrower9.1.8) shall occur for any reason, whether ------------- voluntary or involuntary, and be continuing, Administrative the Agent, upon the direction of the Required Lenders, shall by written notice to Borrowers and the Borrower: (i) declare the commitment of each Lender to make Loans and any obligation of the Issuer to issue Letters of Credit to be terminated, whereupon such commitments and obligation shall be terminated; (aii) declare an amount equal to the maximum aggregate amount that is or at any time thereafter may become available for drawing under any outstanding Letters of Credit (whether or not any beneficiary shall have presented, or shall be entitled at such time to present, the drafts or other documents required to draw under such Letters of Credit) to be immediately due and payable as cash collateral for the obligations thereunder; (iii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any portion other Loan Document to be immediately due and payable (including, without limitation, amounts due under Section 5.4), without ----------- presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; and (iv) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable law. (b) The affirmative vote of Lenders holding at least 66-2/3% of the outstanding principal amount of the Loans and other Obligations to be due and payable and/or may rescind or annul the Commitments (if not theretofore terminated) to be terminatedacceleration at any time; provided, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payablethat, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate or (b) direct Borrowers to pay (and each Borrower agrees that upon receipt of such notice, or immediately and automatically upon the occurrence and during the continuance of any Event all Events of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at the Payment Office such additional amount of cash, to be held as security by Administrative Agent for the benefit of the Secured Creditors, as is equal to the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawings, provided that, have been cured or waived at such time as (y) no Event of Default shall be continuing or (z) this Agreement shall have terminated in accordance with Section 12.15, the balance, if any, of the amount held pursuant to this clause (b) shall be returned to the Borrowers and time. (c) enforceThe rights provided for in this Agreement and the other Loan Documents are cumulative and are not exclusive of any other rights, powers, privileges or remedies provided by law or in equity, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforceunder any other instrument, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents in accordance with their termsdocument or agreement now existing or hereafter arising.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (i) through (v) of Section 10.1(i) with respect to any Parent Guarantor or any Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, Administrative Agent, upon the direction of the Required Lenders, shall by written notice to Borrowers and each Lender (a) declare all or any portion of the outstanding principal amount of the Loans and other Obligations to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate or (b) direct Borrowers to pay (and each Borrower agrees that upon receipt of such notice, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at the Payment Office such additional amount of cash, to be held as security by 216 Administrative Agent for the benefit of the Secured Creditors, as is equal to the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawings, provided that, at such time as (y) no Event of Default shall be continuing or (z) this Agreement shall have terminated in accordance with Section 12.15, the balance, if any, of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents in accordance with their terms.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (ia) through (vd) of Section 10.1(i) with respect to any Parent Guarantor or any Borrower9.1.9) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent, upon the direction of the Required Majority Lenders, shall by written notice to the Borrowers and each Lender (a) declare all or any portion of the outstanding principal amount of the Loans and other Secured Obligations (including Reimbursement Obligations) to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and other Secured Obligations which that shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate or (b) direct and the Borrowers shall automatically and immediately be obligated to pay (and each Borrower agrees that upon receipt Cash Collateralize all Letter of Credit Outstandings in an amount equal to 103% of such noticeLetter of Credit Outstandings. Furthermore, the Administrative Agent shall at the request of, or immediately may with the consent of, the Majority Lenders proceed to enforce its rights and automatically remedies under the Security Documents, the Guaranties, and any other Loan Document for the ratable benefit of itself, the Issuer and the other Secured Parties by appropriate proceedings. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of any such Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to the Administrative Agent at the Payment Office such additional amount of cash, to be held as security by Administrative Agent for the benefit of the Secured Creditors, as is equal to the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawings, provided that, at such time as (y) no Event of Default shall be continuing or (z) this Agreement shall have terminated in accordance with Section 12.15, the balance, if any, of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIVmay, and all of upon direction from the Liens and security interests created pursuant Majority Lenders, shall, also deliver such default notices or other notices as required under the Intercreditor Agreement to the Security Documents in accordance with their termscommence any blockage periods provided therein.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (ia) through (ve) of Section 10.1(i) 8.1.9 with respect to any Parent Guarantor or any the Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, Administrative Agent, upon the direction or with the consent of the Required Lenders, shall take such action that Administrative Agent deems advisable to protect and enforce the rights of the Lenders against Borrower, Subsidiary Guarantors and Guarantor, including, without limitation, (i) by written notice to Borrowers and each Lender (a) the Borrower declare all or any portion of the outstanding principal amount of the Loans and other Obligations (including Reimbursement Obligations) to be due and payable and/or the Revolving Loan Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such the Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, and the Commitments shall terminate and Borrower shall automatically and immediately be obligated to deposit with Administrative Agent cash collateral in an amount equal to all Letter of Credit Outstandings and (ii) enforcing or (b) direct Borrowers availing itself of any or all rights or remedies as set forth in the Loan Documents against Borrower, Subsidiary Guarantors and Guarantor, including, without limitation, all rights or remedies available at law or in equity. Unless waived in writing by Administrative Agent, and subject in all events to pay (and the express provisions of each Borrower agrees that upon receipt of such noticeLoan Document, or immediately and automatically upon the occurrence and during the continuance of any an Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) Default, all or any one or more of the rights, powers, privileges and other remedies available to Administrative Agent against Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower or at the Payment Office such additional amount of cash, to law or in equity may be held as security exercised by Administrative Agent at any time and from time to time, whether or not all or any of the Indebtedness shall be declared due and payable, and whether or not Administrative Agent shall have commenced any other action for the benefit enforcement of its rights and remedies under any of the Secured CreditorsLoan Documents. Any such actions taken by Administrative Agent shall be cumulative and concurrent and may be pursued independently, as is equal to the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawingssingly, provided thatsuccessively, together or otherwise, at such time and in such order as (y) no Administrative Agent may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Administrative Agent permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, Borrower agrees that if an Event of Default is continuing (i) neither Administrative Agent nor the Lenders shall be continuing subject to any one action or election of remedies law or rule and (zii) this Agreement all liens and other rights, remedies or privileges provided to Administrative Agent and the Lenders shall remain in full force and effect until Administrative Agent and the Lenders have terminated in accordance exhausted all remedies with Section 12.15, the balance, if any, of the amount held pursuant to this clause (b) shall be returned respect to the Borrowers and (c) enforceGuaranty, Subsidiary Guaranty or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents Indebtedness has been paid in accordance with their termsfull.

Action if Other Event of Default. If any Event of Default (other than any an Event of Default described specified in clauses clause (i) through or (vii) of Section 10.1(i8.1(f) with respect to any Parent Guarantor or any the Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, Administrative Agent, upon either or both of the direction following actions may be taken: (i) with the consent of the Required Lenders, shall the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by written notice to Borrowers the Borrower declare the Revolving Commitments to be terminated forthwith, whereupon the Revolving Commitments shall immediately terminate and each Lender the Revolving Loan Commitment Amount shall reduce to zero; and (aii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare all or any portion of the outstanding principal amount of the Loans and other Obligations (including all accrued interest on the Loans) and all other amounts owing under this Agreement and the other Loan Documents (including all amounts of Letter of Credit Outstandings and all Acceptance Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit or Acceptances shall have presented the documents required thereunder) to be due and payable and/or the Commitments (if not theretofore terminated) to be terminatedforthwith, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as and the case may be, the Commitments Borrower shall terminate or (b) direct Borrowers to pay (and each Borrower agrees that upon receipt of such notice, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at the Payment Office such additional amount of cash, to be held as security by Administrative Agent for the benefit of the Secured Creditors, as is equal to the sum of (a) the aggregate Stated Amount of cash collateralize all Letters Letter of Credit issued for the account of Crown Holdings Outstandings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawings, provided that, at such time as (y) no Event of Default shall be continuing or (z) this Agreement shall have terminated in accordance with Section 12.15, the balanceAcceptance Obligations, if any. Except as expressly provided above in this Article VIII, of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforcepresentment, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforcedemand, the Guarantee Agreement, the provisions of Article XIV, protest and all other notices of any kind are hereby expressly waived by the Liens and security interests created pursuant to the Security Documents in accordance with their termsBorrower.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (ia) through (vd) of Section 10.1(i) 8.1.9 with respect to any Parent Guarantor or any Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent, upon the direction of the Required Lenders, shall (or with the consent of the Required Lenders, may) by written notice to the Borrowers and each Lender (a) declare all or any portion of the outstanding principal amount of the Loans and other Obligations (including Reimbursement Obligations) to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate and the Borrowers shall automatically and immediately be obligated to Cash Collateralize all Letter of Credit Outstandings and Canadian BAs. Notwithstanding anything to the contrary contained herein or (b) direct Borrowers in any other Loan Document, the authority to pay (enforce rights and each Borrower agrees that upon receipt of remedies hereunder and under the other Loan Documents shall be vested exclusively in, and all actions and proceedings at law in connection with such noticeenforcement shall be instituted and maintained exclusively by, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at and the Payment Office such additional amount of cashCollateral Agent (or the Canadian Collateral Agent, to be held as security by Administrative Agent applicable) in accordance with this Section and Section 8.2 for the benefit of all the Lenders, the Issuers and the other Secured CreditorsParties; provided that the foregoing shall not prohibit (i) any Issuer, any Swing Line Lender, the Administrative Agent or the Canadian Administrative Agent from exercising the rights and remedies that inure to its benefit (solely in its capacity as an Issuer, a Swing Line Lender, the Administrative Agent or the Canadian Administrative Agent, as is equal to the sum of case may be) hereunder and under the other Loan Documents, (aii) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawings, provided that, at such time as (y) no Event of Default shall be continuing or (z) this Agreement shall have terminated any Lender from exercising setoff rights in accordance with Section 12.154.9 or the other Loan Documents, (iii) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the balancependency of a proceeding relative to any Obligor under any Debtor Relief Law and provided further that if no Person is acting as Administrative Agent, if any, of then the amount held pursuant to this clause (b) Required Lenders shall be returned have the rights otherwise ascribed to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents in accordance with their termsAdministrative Agent.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (i) through (v) of Section 10.1(i) with respect to any Parent Guarantor or any Borrower7.1.4) shall occur for any reason, whether voluntary or involuntary, and be continuing, Administrative Agentthe Agent may, and upon the direction of the Required Lenders, shall by written upon notice to Borrowers and each Lender or demand, (a) declare all or any portion of the outstanding principal amount of the Loans to be due and payable and any or all other Obligations to be due and payable and/or the Commitments (if not theretofore terminated) to be terminatedpayable, whereupon the full unpaid amount of such Loans and any and all other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand demand, or presentment, and/or, as and to the case may be, extent paid by the Commitments Borrower shall terminate or constitute a prepayment under this Agreement and (b) direct Borrowers to pay (exercise any and each Borrower agrees that upon receipt of such noticeall rights and remedies available under this Agreement or any other Loan Document, or immediately available at law or in equity, at any time, in any order and automatically upon in any combination. Notwithstanding anything to the occurrence and during contrary set forth in this Section 7.3, the continuance of any Event of Default specified in Section 10.1(i) with respect Agent is permitted to such Borrower it will pay) to Administrative Agent at act without the Payment Office such additional amount of cash, to be held as security by Administrative Agent for the benefit consent of the Secured CreditorsRequired Lenders pursuant to this Section 7.3, as is equal to the sum of only if (a) the aggregate Stated Amount Agent reasonably believes it should exercise the rights afforded to it under this Section 7.3 to protect the interests of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and Lenders, (b) the Agent shall have made due inquiry of each Lender (i) having more than 33-1/3% of the aggregate of the Revolving Loan Commitments plus the outstanding principal amount of all Unpaid Drawings, provided that, at such time as (y) no Event of Default shall be continuing the Term Loan or (zii) this Agreement if the Revolving Loan Commitments shall have terminated in accordance with Section 12.15been terminated, the balance, if any, having more than 33-1/3% of the aggregate of the outstanding principal amount held pursuant of the Loans as to whether the Agent should act under this clause (b) shall be returned to the Borrowers Section 7.3, and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent such Lender(s) fail(s) to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant respond to the Security Documents in accordance with their termsAgent's inquiry within a reasonable period of time.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (i) through (v) of Section 10.1(i) with respect to any Parent Guarantor Company or any Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, Administrative Agent, upon the direction of the Required Lenders, Requisite Lenders shall by written notice to Borrowers and each Lender (a) declare all or any portion of the outstanding principal amount of the Loans and other Obligations to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate or (b) direct Borrowers to pay (and each Borrower agrees that upon receipt of such notice, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at the Payment Office such additional amount of cash, to be held as security by Administrative Agent for the benefit of the Secured CreditorsParties, as is equal to the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawings, provided that, at such time as (y) no Event of Default shall be continuing or (z) this Agreement shall have terminated in accordance with Section 12.15, the balance, if any, of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Collateral Documents in accordance with their terms.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (i) through (v) of Section 10.1(i) with respect to any Parent Guarantor or any Borrower10.01(h)) shall occur and be continuing for any reason, whether voluntary or involuntary, any or all of the following actions may be taken, in addition to the exercise of all other rights and be continuing, remedies available to the Administrative Agent and the other Secured Parties under the Loan Documents or under Applicable Law or in equity: (a) the Administrative Agent, upon the direction request of the Required Lenders, shall, by notice to the Borrower declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; (b) the Administrative Agent, upon the request of the Required Lenders, shall, by notice to the Borrower, declare the Loans (with accrued interest thereon) and all other Obligations owing under this Agreement and the other Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable; (c) the Administrative Agent, upon the request of the Required Lenders, shall by written notice to Borrowers and each Lender (a) declare all apply or execute upon any portion of amounts on deposit in any Account in the outstanding principal amount of manner provided in the Loans UCC and other Obligations to be due relevant statutes and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans decisions and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate or (b) direct Borrowers to pay (and each Borrower agrees that upon receipt of such notice, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) interpretations thereunder with respect to such Borrower it will paycash collateral; (d) to the Administrative Agent at Agent, upon the Payment Office such additional amount of cash, to be held as security by Administrative Agent for the benefit request of the Secured CreditorsRequired Lenders, as is equal shall initiate foreclosure proceedings with respect to Pledgor’s Equity Interests in the Borrower, and (e) the Administrative Agent, upon the request of the Required Lenders, shall, by notice to the sum of (a) the aggregate Stated Amount of Borrower exercise any and all Letters of Credit issued for the account of Crown Holdings rights and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawings, provided that, at such time as (y) no Event of Default shall be continuing or (z) this Agreement shall have terminated in accordance with Section 12.15, the balance, if any, remedies available to it under any of the amount held pursuant to this clause (b) shall be returned to Loan Documents, under the Borrowers and (c) enforceUCC or under Applicable Law, including judicial or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions non-judicial foreclosure or public or private sale of Article XIV, and all any of the Liens and security interests created Collateral pursuant to the Security Documents Documents. Except as expressly provided above in accordance with their termsthis Section 10.03, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrower.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (ia) through (vd) of Section 10.1(i) 8.1.9 with respect to any Parent Guarantor or any Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent, upon the direction of the Required Lenders, shall (or with the consent of the Required Lenders, may) by written notice to the Borrowers and each Lender (a) declare all or any portion of the outstanding principal amount of the Loans and other Obligations (including Reimbursement Obligations) to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate and the Borrowers shall automatically and immediately be obligated to Cash Collateralize all Letter of Credit Outstandings and Canadian BAs. Notwithstanding anything to the contrary contained herein or (b) direct Borrowers in any other Loan Document, the authority to pay (enforce rights and each Borrower agrees that upon receipt of remedies hereunder and under the other Loan Documents shall be vested exclusively in, and all actions and proceedings at law in connection with such noticeenforcement shall be instituted and maintained exclusively by, or immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at and the Payment Office such additional amount of cash, to be held as security by Administrative Collateral Agent in accordance with this Section and Section 8.2 for the benefit of all the Secured CreditorsLenders and the Issuers; provided that the foregoing shall not prohibit (i) any Issuer or the Swing Line Lender or the Administrative Agent from exercising the rights and remedies that inure to its benefit (solely in its capacity as an Issuer or Swing Line Lender or Administrative Agent, as is equal to the sum of case may be) hereunder and under the other Loan Documents, (aii) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawings, provided that, at such time as (y) no Event of Default shall be continuing or (z) this Agreement shall have terminated any Lender from exercising setoff rights in accordance with Section 12.154.9 or the other Loan Documents, (iii) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the balancependency of a proceeding relative to any Obligor under any Debtor Relief Law and provided further that if no Person is acting as Administrative Agent, if any, of then the amount held pursuant to this clause (b) Required Lenders shall be returned have the rights otherwise ascribed to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, and all of the Liens and security interests created pursuant to the Security Documents in accordance with their termsAdministrative Agent.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (i) through (v) of Section 10.1(i) with respect to any Parent Guarantor or any Borrower10.01(i)) shall occur and be continuing for any reason, whether voluntary or involuntary, any or all of the following actions may be taken, in addition to the exercise of all other rights and be continuingremedies available to the Administrative Agent, the Collateral Agent and the other Secured Parties under the Loan Documents or under Applicable Law or in equity: (a) the Administrative Agent, upon the direction request of the Required Lenders, shall shall, by written notice to Borrowers and each Lender the Loan Parties declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; (ab) declare all or any portion the Administrative Agent, upon the request of the outstanding principal amount of Required Lenders, shall, by notice to the Loan Parties, declare the Loans (with accrued interest thereon) and all other Obligations owing under this Agreement and the other Loan Documents to be due and payable and/or the Commitments (if not theretofore terminated) to be terminatedforthwith, whereupon the full unpaid amount of such Loans and other Obligations which same shall be so declared due and payable shall be and immediately become immediately due and payable; (c) the Administrative Agent may apply, without further notice, demand set off or presentment, and/or, as execute upon any amounts on deposit in any account of the case may be, Borrower or any proceeds (or direct any applicable deposit account bank or securities intermediary and/or the Commitments shall terminate or (b) direct Borrowers Collateral Agent and/or the Securities Intermediary to pay (and each Borrower agrees that upon receipt of such noticedo the same), or immediately any other moneys of the Borrower on deposit with the Administrative Agent or any other Lender in the manner provided in the Uniform Commercial Code and automatically upon the occurrence other relevant statutes and during the continuance of any Event of Default specified in Section 10.1(i) decisions and interpretations thereunder with respect to such Borrower it will paycash collateral; (d) to the Administrative Agent at may apply all amounts on deposit in the Payment Office such additional amount Cash Collateral Account to the Obligations in any order it shall select in its sole discretion and (e) exercise on behalf of cashitself, the Lenders and the other Secured Parties, all rights and remedies available to be held as security by Administrative Agent for it, the benefit Lenders and the other Secured Parties under the Loan Documents, Applicable Law or in equity, including judicial or non-judicial foreclosure or public or private sale of any of the Secured CreditorsCollateral. Except as expressly provided above in this Section, as is equal to the sum of (a) the aggregate Stated Amount of all Letters of Credit issued for the account of Crown Holdings and its Subsidiaries and then outstanding and (b) the aggregate amount of all Unpaid Drawingspresentment, provided thatdemand, at such time as (y) no Event of Default shall be continuing or (z) this Agreement shall have terminated in accordance with Section 12.15, the balance, if any, of the amount held pursuant to this clause (b) shall be returned to the Borrowers and (c) enforce, or cause the U.S. Collateral Agent and Euro Collateral Agent to enforce, the Guarantee Agreement, the provisions of Article XIV, protest and all other notices of any kind are hereby expressly waived by the Liens and security interests created pursuant to the Security Documents in accordance with their termsLoan Parties.

Action if Other Event of Default. If any Event of Default (other than any Event of Default described in clauses (i) through (v) of Section 10.1(i) with respect to any Parent Guarantor or any Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, Administrative Agentsubject to compliance with any requirements of the Interim Order or the Final Order, as applicable, (a) the Agent shall, upon the direction of the Required Lenders, shall without further order of, or application to, the Bankruptcy Court, (i) by written notice to Borrowers and the Company declare the Commitments terminated, whereupon the Commitments of each Lender will thereupon terminate immediately and any fees payable hereunder shall become due and payable without notice of any kind; (aii) by written notice to the Company declare all or any portion of the outstanding principal amount of the Loans and other Obligations to be due and payable and/or the Commitments (if not theretofore terminated) to be terminatedpayable, whereupon the full unpaid amount of such Loans and other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate or (b) direct Borrowers to pay (and each Borrower agrees that upon receipt of such noticedemand, or presentment and the Company shall pay to the Agent in Dollars and immediately and automatically upon the occurrence and during the continuance of any Event of Default specified in Section 10.1(i) with respect to such Borrower it will pay) to Administrative Agent at the Payment Office such additional available funds an amount of cash, to be held as security by Administrative Agent for the benefit of the Secured Creditors, as is equal to the sum of (a) the then aggregate Stated Amount of all Letters Letter of Credit issued for the account Outstandings in accordance with Section 5.7; or (iii) terminate any Letter of Crown Holdings and Credit which may be terminated in accordance with its Subsidiaries and then outstanding and terms; and (b) the aggregate amount of all Unpaid DrawingsAgent shall, provided that, at such time as (y) no Event of Default shall be continuing or (z) this Agreement shall have terminated in accordance with Section 12.15, upon the balance, if any, direction of the amount held pursuant to this clause (b) shall be returned Required Lenders, and may, in its sole and absolute discretion, without further order of, or application, to the Borrowers and Bankruptcy Court, (i) reduce the Revolving Commitment Availability or one or more of the elements thereof; and (ii) decline to permit the issuance of additional Letters of Credit or the extension of the Stated Expiry Date of any outstanding Letter of Credit. (c) enforcesubject only to any limitations in the Interim Order or Final Order, or cause as applicable, all stays and injunctions, including the U.S. Collateral automatic stay pursuant to Bankruptcy Code section 362, shall be vacated and terminated to the extent necessary to permit the Agent and Euro Collateral Agent the Lenders full exercise of all of their rights and remedies, including, without limitation, all of their rights and remedies with respect to enforcethe Debtors' property under all applicable bankruptcy and non-bankruptcy law. Each and every right, the Guarantee Agreement, the provisions of Article XIVpower, and all of the Liens remedy provided herein or in any other Loan Document shall be cumulative and security interests created pursuant shall be in addition to the Security Documents every other right, power, and remedy provided herein or in accordance with their termsany other Loan Document or provided under applicable law.