Common use of Change of Control Clause in Contracts

Change of Control. There shall occur a Change of Control. If any of the foregoing Events of Default shall have occurred and be continuing, Administrative Agent, at the written direction of the Majority Lenders, shall take one or more of the following actions: (i) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the Commitments to be terminated whereupon the Commitments (or the part thereof so declared) shall forthwith terminate, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 10.1(e) or Section 10.1(f) with respect to Company it will pay) to Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents in an amount equal to 105% of the Letter of Credit Obligations, to be held as security by Administrative Agent, and (v) enforce, as Administrative Agent, all of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereon, shall become due and payable forthwith without the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of any kind, all of which are expressly waived by Company on behalf of itself and its Subsidiaries, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice of any kind. Anything in this Section 10.1 to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and (B) no other Event of Default shall have occurred and be continuing which shall not have been waived in accordance with the provision of Section 12.1 hereof.

Change of Control. There shall occur a A Change of Control. If Control shall occur; then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative Agent, at upon the written direction request of the Majority Required Lenders, shall by written notice to Aleris, take one any or more all of the following actions: , without prejudice to the rights of the Administrative Agent, any Lender or the holder of any Note to enforce its claims against any Credit Party (provided that, if an Event of Default specified in Section 11.05 shall occur with respect to any Borrower, the result which would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the Commitments to be terminated whereupon the Commitments (or the part thereof so declared) shall forthwith terminate, and (ii) by written or oral or telephonic notice below shall occur automatically without the giving of any such notice): (in i) declare the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payableTotal Commitment terminated, whereupon all Commitments of each Lender shall forthwith terminate immediately and any Commitment Commission shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest in respect of all Revolving Loans and the Notes evidencing such sums Revolving Loans and all other Obligations owing with respect thereto hereunder and thereunder to be, whereupon the same shall become and be immediately become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or each Credit Party; (iii) terminate any Letter of Credit which may be terminated in accordance with its terms, ; (iv) direct Company the U.S. Borrowers to pay (and Company agrees the U.S. Borrowers jointly and severally agree that upon receipt of such notice, or upon the occurrence of any an Event of Default specified in Section 10.1(e) or Section 10.1(f) 11.05 with respect to Company any Borrower, it will pay) to the Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents in an amount equal to 105% of the Letter of Credit ObligationsEquivalents, to be held as security by the Administrative Agent, as is equal to the aggregate Stated Amount of all Letters of Credit issued for the account of the Borrowers and then outstanding; (v) enforce, as Administrative Agent, all of the Liens and security interests created pursuant to the Security DocumentsDocuments securing Obligations owing to the Secured Parties; and (vi) apply any cash collateral held by the Administrative Agent pursuant to Section 5.02 to the repayment of the Obligations owing to the Lenders. In cases Solely for the purposes of any occurrence of any determining whether an Event of Default described has occurred under Section 11.04, Section 11.05, Section 11.06, and Section 11.09, any reference in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereon, shall become due and payable forthwith without the requirement of any such acceleration paragraph to any Subsidiary shall be deemed not to include any Immaterial Subsidiary affected by any event or request, and without presentment, demand, protest or other notice of any kind, all of which are expressly waived by Company on behalf of itself and its Subsidiaries, any provision of this Agreement or any other Loan Document circumstance referred to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice of any kind. Anything in this Section 10.1 to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Companysuch Section; provided that at if it is necessary to exclude more than one Subsidiary from Section 11.04, Section 11.05, Section 11.06 and Section 11.09, as the time such acceleration is so rescinded and annulled: (A) all past due interest and principalcase may be, if any, on the Loans and all other sums payable under pursuant to this Agreement and the other Loan Documents shall have been duly paid, and (B) no other paragraph in order to avoid an Event of Default thereunder, all excluded Subsidiaries shall have occurred and be continuing which shall not have been waived in accordance with considered to be a single consolidated Subsidiary for purposes of determining whether the provision of Section 12.1 hereofcondition specified above is satisfied.

Change of Control. There shall occur a A Change of Control. If Control shall occur; then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative AgentAgent shall, at upon the written direction request of the Majority Required Lenders, shall by written notice to the Borrower, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case rights of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all the Administrative Agent or any part of Lender to enforce its claims against the Commitments to be terminated whereupon the Commitments Borrower, except as otherwise specifically provided for in this Agreement (or the part thereof so declared) shall forthwith terminateprovided that, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) 12.5 shall occur with respect to Company it will pay) to the Borrower or any Specified Subsidiary, the result that would occur upon the giving of written notice by the Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents as specified in an amount equal to 105% of the Letter of Credit Obligationsclauses (i), to be held as security by Administrative Agent, (ii) and (viv) enforcebelow shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment terminated, whereupon the Commitments and Swingline Commitment, if any, of each Lender or the Swingline Lender, as Administrative Agent, all of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereoncase may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable forthwith without the requirement any other notice of any such acceleration or requestkind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf the Borrower; (iii) terminate any Letter of itself and Credit that may be terminated in accordance with its Subsidiaries, any provision of this Agreement or any other Loan Document terms; and/or (iv) direct the Borrower to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice of any kind. Anything in this Section 10.1 to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: Cash Collateralize (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paidBorrower agrees that upon receipt of such notice, and (B) no other or upon the occurrence of an Event of Default shall have occurred specified in Section 12.5 with respect to the Borrower or any Specified Subsidiary, it will Cash Collateralize) the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and be continuing which shall not have been waived in accordance with the provision of Section 12.1 hereofthen outstanding.

Change of Control. There shall occur a A Change of Control. If Control shall have occurred; then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative AgentAgent shall, at upon the written direction request of the Majority Lenders, shall by written notice to the Borrower, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case rights of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all the Administrative Agent or any part of Lender to enforce its claims against the Commitments to be terminated whereupon the Commitments (or the part thereof so declared) shall forthwith terminate, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all Borrower or any part of the sums then owing by each other Credit Party hereunder and under the Loan Documents to be forthwith due and payableParty, whereupon all such sums shall become and be immediately due and payable without presentmentexcept as otherwise specifically provided for in this Agreement (provided that, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) 11.5 shall occur with respect to Company it will pay) to the Borrower, the result that would occur upon the giving of written notice by the Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents as specified in an amount equal to 105% of the Letter of Credit Obligationsclauses (a), to be held as security by Administrative Agent, (b) and (vc) enforce, as Administrative Agent, all of below shall occur automatically without the Liens and security interests created pursuant to the Security Documents. In cases giving of any occurrence such notice): (a) declare the Total Commitment terminated, whereupon the Commitment of each Lender shall forthwith terminate immediately and any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with fees theretofore accrued interest thereon, shall forthwith become due and payable forthwith without the requirement any other notice of any such acceleration kind; (b) declare the principal of and any accrued interest and fees in respect of any or requestall Loans and any or all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf the Borrower; and/or (c) demand cash collateral in respect of itself and its Subsidiaries, any provision outstanding Letter of this Agreement or any other Loan Document Credit pursuant to Section 3.8(b) in an amount equal to the contrary notwithstandingaggregate Stated Amount of all Letters of Credit issued and then outstanding. In addition, after the occurrence and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice during the continuance of any kind. Anything in this Section 10.1 to an Event of Default, the contrary notwithstanding, Administrative Agent shall, at and the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on the Loans and Lenders will have all other sums payable under this Agreement rights and the other Loan Documents shall have been duly paid, remedies available at law and (B) no other Event of Default shall have occurred and be continuing which shall not have been waived in accordance with the provision of Section 12.1 hereofequity.

Change of Control. There shall occur a A Change of Control. If Control shall occur; then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative AgentAgent may, at with the consent of, and shall, upon the written direction of request of, the Majority Required Lenders, shall by written notice to the Borrower, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in terminate the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of Commitments, and thereupon the Commitments to be terminated whereupon the Commitments (or the part thereof so declared) shall forthwith terminateterminate immediately, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees require that upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 10.1(e) or Section 10.1(f) with respect to Company it will pay) to Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents in an amount equal to 105% of the Letter of Credit Obligations, to Obligations be held Cash Collateralized as security by Administrative Agent, provided in Section 3.8(b) and (viii) enforce, as Administrative Agent, all declare the principal of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereonand fees in respect of all Loans and all Obligations owing hereunder and thereunder to be, whereupon the same shall become become, forthwith due and payable forthwith without the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf the Borrower without prejudice to the rights of itself and any Agent or any Lender to enforce its Subsidiariesclaims against the Borrower, any provision of except as otherwise specifically provided for in this Agreement or any other Loan Document (provided that, if an Event of Default specified in Section 11.5 with respect to the contrary notwithstandingBorrower shall occur, no written notice by the Administrative Agent shall be required and other the Commitments shall automatically terminate and all amounts payable by each Credit Party hereunder in respect of all Loans and all Obligations shall also automatically become immediately forthwith due and payable all without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower). Anything in this Section 10.1 to Notwithstanding the contrary notwithstandingforegoing, (i) during any period during which solely a Financial Performance Covenant Event of Default has occurred and is continuing, the Administrative Agent shallmay with the consent of, and shall at the request of, the Required Revolving Credit Lenders take any of the Majority foregoing actions described in the immediately preceding paragraph solely as they relate to the Revolving Credit Lenders (versus the Lenders), rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at Revolving Credit Commitments (versus the time such acceleration is so rescinded and annulled: (A) all past due interest and principalCommitments), if any, on the Revolving Credit Loans and all other sums payable under this Agreement the Swingline Loans (versus the Loans), and the other Loan Documents shall have been duly paid, Letters of Credit and (Bii) no other after a Financial Performance Covenant Event of Default shall have has occurred and be is continuing which shall not and the Revolving Credit Loans and Revolving Credit Commitments have been waived in accordance accelerated and terminated, the Administrative Agent may, with the provision consent of, and shall, upon the written request of, the Required Term Loan Lenders, may take any of Section 12.1 hereofthe foregoing actions described in the immediately preceding paragraph.

Change of Control. There shall occur a A Change of ControlControl shall occur. If then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative AgentAgent may and, at upon the written direction request of the Majority Lenders, shall shall, by written notice to the Borrower, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case rights of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all the Administrative Agent or any part of Lender to enforce its claims against the Commitments to be terminated whereupon the Commitments (or the part thereof so declared) shall forthwith terminate, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all Borrower or any part of the sums then owing by each other Credit Party hereunder and under the Loan Documents to be forthwith due and payableParty, whereupon all such sums shall become and be immediately due and payable without presentmentexcept as otherwise specifically provided for in this Agreement (provided that, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) 11.5 shall occur with respect to Company it will pay) to the Borrower, the result that would occur upon the giving of written notice by the Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents as specified in an amount equal to 105% of the Letter of Credit Obligationsclauses (a), to be held as security by Administrative Agent, (b) and (vd) enforcebelow shall occur automatically without the giving of any such notice): (a) declare the Total Commitment and Swingline Commitment terminated, whereupon the Commitment of each Lender and the Swingline Lender, as Administrative Agent, all of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereoncase may be, shall forthwith terminate immediately and any fees theretofore accrued shall forthwith become due and payable forthwith without the requirement any other notice of any such acceleration kind; (b) declare the principal of and any accrued interest and fees in respect of any or requestall Loans and any or all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf the Borrower; (c) terminate any Letter of itself Credit that may be terminated in accordance with its terms; and/or (d) direct the Borrower to pay (and its Subsidiariesthe Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In addition, after the occurrence and during the continuance of an Event of Default, the Administrative Agent and the Lenders will have all other rights and remedies available at law and equity. Any amount received by the Administrative Agent or the Collateral Agent from any provision Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any other Loan Document Event of Default with respect to the contrary notwithstandingBorrower under Section 11.5 shall be applied: (i) first, to payment or reimbursement of that portion of the Obligations constituting fees, expenses and other amounts indemnities payable by to the Administrative Agent and/or Collateral Agent in each Credit Party hereunder shall also become immediately Person’s capacity as such; (ii) second, to the Secured Parties, an amount equal to all Obligations due and payable all owing to them on the date of distribution and, if such moneys shall be insufficient to pay such amounts in full, then ratably (without notice priority of any kind. Anything one over any other) to such Secured Parties in this Section 10.1 proportion to the contrary notwithstandingunpaid amount thereof; and (iii) third, Administrative Agent shallpro rata to any other Obligations then due and owing; and (iv) fourth, at the request any surplus then remaining, after all of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: (A) all past Obligations then due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paidindefeasibly paid in full in cash, and (B) no other Event shall be paid to the Borrower or its successors or assigns or to whomever may be lawfully entitled to receive the same or as a court of Default shall have occurred and be continuing which shall not have been waived in accordance with the provision of Section 12.1 hereofcompetent jurisdiction may award.

Change of Control. There shall occur a A Change of Control. If Control shall occur; then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative AgentAgent shall, at upon the written direction request of the Majority Required Lenders, shall by written notice to the Borrower, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case rights of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all the Administrative Agent or any part of Lender to enforce its claims against the Commitments to be terminated whereupon the Commitments Borrower, except as otherwise specifically provided for in this Agreement (or the part thereof so declared) shall forthwith terminateprovided that, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) 11.5 shall occur with respect to Company it will pay) to the Borrower, the result that would occur upon the giving of written notice by the Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents as specified in an amount equal to 105% of the Letter of Credit Obligationsclauses (i), to be held as security by Administrative Agent, (ii) and (viv) enforcebelow shall occur automatically without the giving of any such notice): (i) declare the Total Commitment terminated, whereupon the Commitments and Swingline Commitment, if any, of each Lender or the Swingline Lender, as Administrative Agent, all of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereoncase may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable forthwith without the requirement any other notice of any such acceleration or requestkind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf the Borrower; (iii) terminate any Letter of itself Credit that may be terminated in accordance with its terms; (iv) exercise rights and its Subsidiaries, any provision of this Agreement or any other Loan Document to remedies under the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice of any kind. Anything in this Section 10.1 to the contrary notwithstanding, Administrative Agent shallDocuments, at law or in equity; and/or (v) direct the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: Borrower to pay (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paidBorrower agrees that upon receipt of such notice, and (B) no other or upon the occurrence of an Event of Default shall have occurred specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent, at its Administrative Agent’s Office, such additional amounts of cash, to be held as security for the Borrower’s reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and be continuing which shall not have been waived in accordance with the provision of Section 12.1 hereofthen outstanding.

Change of Control. There shall occur a A Change of Control. If Control shall occur; then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative AgentAgent shall, at upon the written direction request of the Majority Required Lenders, shall by written notice to the Borrower, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case rights of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all the Administrative Agent or any part of Lender to enforce its claims against the Commitments to be terminated whereupon the Commitments Borrower, except as otherwise specifically provided for in this Agreement (or the part thereof so declared) shall forthwith terminateprovided that, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) 11.5 shall occur with respect to Company it will pay) to the Borrower, the result that would occur upon the giving of written notice by the Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents as specified in an amount equal to 105% of the Letter of Credit Obligationsclauses (i), to be held as security by Administrative Agent, (ii) and (viv) enforcebelow shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as Administrative Agent, all of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereoncase may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable forthwith without the requirement any other notice of any such acceleration or requestkind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf the Borrower; (iii) terminate any Letter of itself Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and its Subsidiariesthe Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. Any amount received by the Administrative Agent or the Collateral Agent from any provision Credit Party following any acceleration of the Obligations under this Agreement or any other Loan Document Event of Default with respect to the contrary notwithstandingBorrower under Section 11.5 shall be applied: (i) first, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or Collateral Agent in connection with such collection or sale or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other amounts payable by each Credit Document on behalf of any Credit Party hereunder shall also become immediately due and payable all without notice any other reasonable and documented costs or expenses incurred in connection with the exercise of any kind. Anything in this Section 10.1 right or remedy hereunder or under any other Credit Document; (ii) second, to the contrary notwithstandingSecured Parties, Administrative Agent shallan amount (x) equal to all Obligations owing to them on the date of any distribution and (y) sufficient to Cash Collateralize all Letters of Credit Outstanding on the date of any distribution, at and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all Letters of Credit Outstanding, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the request unpaid amounts thereof and to Cash Collateralize the Letters of Credit Outstanding; and (iii) third, any surplus then remaining shall be paid to the Majority Lenders, rescind and annul any acceleration applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of the Loans by written instrument filed with Companycompetent jurisdiction may direct; provided that any amount applied to Cash Collateralize any Letters of Credit Outstanding that has not been applied to reimburse the Letter of Credit Issuer for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such acceleration is so rescinded and annulled: Letters of Credit shall be applied by the Administrative Agent in the order specified in clauses (Ai) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and through (Biii) no other Event of Default shall have occurred and be continuing which shall not have been waived in accordance with the provision of Section 12.1 hereofabove.

Change of Control. There shall occur a A Change of Control. If Control shall occur; then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative AgentAgent shall, at upon the written direction request of the Majority Required Lenders, shall by written notice to the Parent Borrower, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case rights of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all the Administrative Agent or any part of Lender to enforce its claims against the Commitments to be terminated whereupon the Commitments Borrowers, except as otherwise specifically provided for in this Agreement (or the part thereof so declared) shall forthwith terminateprovided that, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) 11.5 shall occur with respect to Company it will pay) to the Parent Borrower, the result that would occur upon the giving of written notice by the Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents as specified in an amount equal to 105% of the Letter of Credit Obligationsclauses (i), to be held as security by Administrative Agent, (ii) and (viv) enforcebelow shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as Administrative Agent, all of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereoncase may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable forthwith without the requirement any other notice of any such acceleration or requestkind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf the Parent Borrower; (iii) terminate any Letter of itself Credit that may be terminated in accordance with its terms; and/or (iv) direct the Parent Borrower to pay (and its Subsidiariesthe Parent Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Parent Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Parent Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. Any amount received by the Administrative Agent or the Collateral Agent from any provision Credit Party following any acceleration of the Obligations under this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice of any kind. Anything in this Section 10.1 to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and (B) no other Event of Default with respect to the Parent Borrower under Section 11.5 shall have occurred be applied: (i) first, to the payment of all reasonable and be continuing which shall not have been waived documented costs and expenses incurred by the Administrative Agent or Collateral Agent in accordance connection with such collection or sale or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the provision exercise of Section 12.1 hereofany right or remedy hereunder or under any other Credit Document (other than in connection with Secured Cash Management Agreements or Secured Hedge Agreements); (ii) second, to the repayment of all Protective Advances; (iii) third, to the Secured Parties, an amount (x) equal to all Obligations (other than Secured Cash Management Agreements and Secured Hedge Agreements) owing to them on the date of any distribution and (y) sufficient to Cash Collateralize all Letters of Credit Outstanding on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all Letters of Credit Outstanding, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the Letters of Credit Outstanding; (iv) fourth, to any Cash Management Bank or Hedge Bank, an amount equal to all Obligations in respect of Secured Cash Management Agreements or Secured Hedge Agreements, as the case may be, owing to them on the date of any distribution; and (v) fifth, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

Change of Control. There shall occur a A Change of ControlControl shall occur. If Then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative AgentAgent may and, at upon the written direction request of the Majority Lenders, shall shall, by written notice to the Borrower, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case rights of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all the Administrative Agent or any part of Lender to enforce its claims against the Commitments to be terminated whereupon the Commitments (or the part thereof so declared) shall forthwith terminate, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all Borrower or any part of the sums then owing by each other Credit Party hereunder and under the Loan Documents to be forthwith due and payableParty, whereupon all such sums shall become and be immediately due and payable without presentmentexcept as otherwise specifically provided for in this Agreement (provided that, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) 12.5 shall occur with respect to Company it will pay) to the Borrower, the result that would occur upon the giving of written notice by the Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents as specified in an amount equal to 105% of the Letter of Credit Obligationsclauses (a), to be held as security by Administrative Agent, (b) and (vd) enforcebelow shall occur automatically without the giving of any such notice): (a) declare the Total Commitment and Swingline Commitment terminated, whereupon the Commitment of each Lender and the Swingline Lender, as Administrative Agent, all of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereoncase may be, shall forthwith terminate immediately and any fees theretofore accrued shall forthwith become due and payable forthwith without the requirement any other notice of any such acceleration kind; (b) declare the principal of and any accrued interest and fees in respect of any or requestall Loans and any or all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf the Borrower; (c) terminate any Letter of itself Credit that may be terminated in accordance with its terms; and/or (d) direct the Borrower to pay (and its Subsidiariesthe Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 12.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In addition, after the occurrence and during the continuance of an Event of Default, the Administrative Agent and the Lenders will have all other rights and remedies available at law and equity. Any amount received by the Administrative Agent from any provision Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any other Loan Document Event of Default with respect to the contrary notwithstandingBorrower under Section 12.5 shall be applied: (i) first, to payment or reimbursement of that portion of the Obligations constituting fees, expenses and other amounts indemnities payable by to the Administrative Agent in each Credit Party hereunder shall also become immediately Person’s capacity as such; (ii) second, to the Secured Parties, an amount equal to all Obligations due and payable all owing to them on the date of distribution and, if such moneys shall be insufficient to pay such amounts in full, then ratably (without notice priority of any kind. Anything one over any other) to such Secured Parties in this Section 10.1 proportion to the contrary notwithstandingunpaid amount thereof; and (iii) third, Administrative Agent shallpro rata to any other Obligations then due and owing; and (iv) fourth, at the request any surplus then remaining, after all of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: (A) all past Obligations then due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paidindefeasibly paid in full in cash, and (B) no other Event shall be paid to the Borrower or its successors or assigns or to whomever may be lawfully entitled to receive the same or as a court of Default shall have occurred and be continuing which competent jurisdiction may award. Notwithstanding the foregoing, amounts received from the Borrower or any Credit Party that is not an “eligible contract participant” under the Commodity Exchange Act shall not have been waived be applied to any Excluded Hedge Obligations (it being understood, that in accordance the event that any amount is applied to Obligations other than Excluded Hedge Obligations as a result of this clause, the Administrative Agent shall make such adjustments as it determines are appropriate to distributions pursuant to clause second above from amounts received from “eligible contract participants” under the Commodity Exchange Act to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Obligations described in clause second above by the provision holders of Section 12.1 hereofany Excluded Hedge Obligations are the same as the proportional aggregate recoveries with respect to other Obligations pursuant to clause second above).

Change of Control. There shall occur a A Change of Control. If Control shall have occurred, then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative AgentAgent may and, at upon the written direction request of the Majority Lenders, shall shall, by written notice to the Borrower, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case rights of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all the Administrative Agent or any part of Lender to enforce its claims against the Commitments to be terminated whereupon the Commitments (or the part thereof so declared) shall forthwith terminate, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all Borrower or any part of the sums then owing by each other Credit Party hereunder and under the Loan Documents to be forthwith due and payableParty, whereupon all such sums shall become and be immediately due and payable without presentmentexcept as otherwise specifically provided for in this Agreement (provided that, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) 11.5 shall occur with respect to Company it will pay) to the Borrower, the result that would occur upon the giving of written notice by the Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents as specified in an amount equal to 105% of the Letter of Credit Obligationsclauses (a), to be held as security by Administrative Agent, (b) and (vc) enforcebelow shall occur automatically without the giving of any such notice): (a) declare the Total Commitment and Swingline Commitment terminated, whereupon the Commitment of each Lender and the Swingline Lender, as Administrative Agent, all of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereoncase may be, shall forthwith terminate immediately and any fees theretofore accrued shall forthwith become due and payable forthwith without the requirement any other notice of any such acceleration kind; (b) declare the principal of and any accrued interest and fees in respect of any or requestall Loans and any or all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf the Borrower; and/or (c) demand cash collateral in respect of itself and its Subsidiaries, any provision outstanding Letter of this Agreement or any other Loan Document Credit pursuant to Section 3.8(b) in an amount equal to the contrary notwithstandingaggregate Stated Amount of all Letters of Credit issued and then outstanding. In addition, after the occurrence and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice during the continuance of any kind. Anything in this Section 10.1 to an Event of Default, the contrary notwithstanding, Administrative Agent shall, at and the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on the Loans and Lenders will have all other sums payable under this Agreement rights and the other Loan Documents shall have been duly paid, remedies available at law and (B) no other Event of Default shall have occurred and be continuing which shall not have been waived in accordance with the provision of Section 12.1 hereofequity.

Change of Control. There shall occur a A Change of Control. If any of the foregoing Events of Default Control shall have occurred and be continuing, Administrative Agent, at the written direction of the Majority Lenders, shall take one or more of the following actions: occur; THEN (i) by written or oral or telephonic notice (upon the occurrence of any Event of Default described in the case foregoing Sections 7.06 or 7.07, the unpaid principal amount of oral or telephonic notice confirmed and accrued interest on all the Loans and any outstanding reimbursement obligation in writing respect of any drawing under a Letter of Credit shall automatically become immediately thereafter) to Company declare all or any part of the Commitments to be terminated whereupon the Commitments (or the part thereof so declared) shall forthwith terminate, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice other requirements of any kind, all of which are hereby expressly waived by Company on behalf the Borrower, and the Commitments and the obligation of itself each Lender to make any Loans hereunder and its Subsidiaries, or (iii) terminate the obligation of each Issuing Lender to issue any Letter of Credit in accordance with its termshereunder shall thereupon terminate, and (ivii) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any other Event of Default specified in Section 10.1(eDefault, the Required Lenders may, by written notice to the Borrower, (A) or Section 10.1(f) with respect terminate the Commitments and the obligation of each Lender to Company it will pay) make any Loans hereunder and the obligation of each Issuing Lender to Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents in an amount equal to 105% of the issue any Letter of Credit Obligations, hereunder shall thereupon terminate and/or (B) declare the unpaid principal amount of and accrued interest on all the Loans and any outstanding reimbursement obligation in respect of any drawing under a Letter of Credit to be held as security by Administrative Agentbe, and (v) enforcethe same shall forthwith become, as Administrative Agent, all of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereon, shall become due and payable forthwith without the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of any kind, all of which are expressly waived by Company on behalf of itself and its Subsidiaries, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice payable. Nevertheless, if at any time within 60 days after acceleration of the maturity of the Loans and any outstanding reimbursement obligation in respect of any kind. Anything drawing under a Letter of Credit, the Borrower shall pay all arrears of interest and all payments on account of the principal or any outstanding reimbursement obligation in this Section 10.1 respect of any drawing under a Letter of Credit which shall have become due otherwise than by acceleration (with interest on principal and, to the contrary notwithstandingextent permitted by law, Administrative Agent shallon overdue interest, at the request rates specified in this Agreement) and all other fees and expenses then owed hereunder and all Events of the Majority Lenders, rescind Default and annul any acceleration Potential Events of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded Default (other than non payment of principal of and annulled: (A) all past due accrued interest and principal, if any, on the Loans and all other sums any outstanding reimbursement obligation in respect of any drawing under a Letter of Credit, in each case due and payable under this Agreement solely by virtue of acceleration) shall be remedied or waived pursuant to Section 9.05, then the Required Lenders by written notice to the Borrower may (in their sole discretion) rescind and annul the other Loan Documents acceleration and its consequences; but such action shall have been duly paid, and (B) no other not affect any termination of the Commitments or any subsequent Event of Default shall have occurred and be continuing which shall not have been waived in accordance with the provision or Potential Event of Section 12.1 hereofDefault or impair any right consequent thereon.

Change of Control. There shall occur a A Change of Control. If Control shall occur; then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative AgentAgent may and, at upon the written direction request of the Majority Required Lenders, shall shall, by written notice to Holdings, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case rights of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all the Administrative Agent or any part of Lender to enforce its claims against Holdings and the Commitments to be terminated whereupon the Commitments Borrower, except as otherwise specifically provided for in this Agreement (or the part thereof so declared) shall forthwith terminateprovided that, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) 11.5 shall occur with respect to Company it will pay) to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents as specified in an amount equal to 105% of the Letter of Credit Obligationsclauses (i), to be held as security by Administrative Agent(ii), (iii) and (viv) enforcebelow shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as Administrative Agent, all of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereoncase may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable forthwith without the requirement any other notice of any such acceleration or requestkind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf the Borrower; (iii) terminate any Letter of itself and Credit that may be terminated in accordance with its Subsidiaries, any provision of this Agreement or any other Loan Document terms; and/or (iv) direct the Borrower to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice of any kind. Anything in this Section 10.1 to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: pay (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paidBorrower agrees that upon receipt of such notice, and (B) no other or upon the occurrence of an Event of Default shall have occurred specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and be continuing which shall not have been waived in accordance with the provision of Section 12.1 hereofthen outstanding.

Change of Control. There shall occur a A Change of Control. If Control shall occur; then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative AgentAgent shall, at upon the written direction request of the Majority Required Lenders, shall by written notice to RailAmerica, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case rights of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all the Administrative Agent or any part of Lender to enforce its claims against the Commitments to be terminated whereupon the Commitments Borrowers, except as otherwise specifically provided for in this Agreement (or the part thereof so declared) shall forthwith terminateprovided that, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) 11.5 shall occur with respect to Company it will pay) to either Borrower, the result that would occur upon the giving of written notice by the Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents as specified in an amount equal to 105% of the Letter of Credit Obligationsclauses (i), to be held as security by Administrative Agent, (ii) and (viv) enforcebelow shall occur automatically without the giving of any such notice): (i) declare the Total Commitment terminated, whereupon the Commitments and Swingline Commitment, if any, of each Lender or the Swingline Lender, as Administrative Agent, all of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereoncase may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable forthwith without the requirement any other notice of any such acceleration or requestkind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf each Borrower; (iii) terminate any Letter of itself Credit that may be terminated in accordance with its terms; (iv) exercise rights and its Subsidiaries, any provision of this Agreement or any other Loan Document to remedies under the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice of any kind. Anything in this Section 10.1 to the contrary notwithstanding, Administrative Agent shallDocuments, at law or in equity; and/or (iv) direct each Borrower to pay (and each Borrower agrees that upon receipt of such notice, or upon the request occurrence of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and (B) no other an Event of Default shall have occurred specified in Section 11.5 with respect to such Borrower, it will pay) to the Administrative Agent, at its Administrative Agent’s Office, such additional amounts of cash, to be held as security for the Borrowers’ reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and be continuing which shall not have been waived in accordance with the provision of Section 12.1 hereofthen outstanding.

Change of Control. There shall (a) In this Clause 8.2, a “Change of Control” will occur if: (i) the Sponsor does not or ceases to beneficially own, directly or indirectly, at least 51 per cent. of the share capital of the Borrower; (ii) the Sponsor does not or ceases to have the right to, directly or indirectly, determine the composition of the majority of the board of directors or equivalent body of the Borrower; (iii) the Sponsor does not or ceases to have power to, directly or indirectly, manage or direct the Borrower through ownership of share capital, by contract or otherwise; or (iv) any Security (except pursuant to paragraph (p) of the definition of “Permitted Security” or where created in favour of the Finance Parties or the Secured Parties) has been created or subsists or is created or is permitted to subsist over any shares in the issued share capital of the Borrower or any other member of the Borrower Group in each case, where such shares are beneficially owned, directly or indirectly by the Sponsor, and such Security is not fully released or discharged within five Business Days of the earlier of (i) any Obligor becoming aware of such Security and (ii) the Agent or any Lender giving notice to the Borrower of such Security. (b) If a Change of Control. If any of the foregoing Events of Default shall have occurred and be continuing, Administrative Agent, at the written direction of the Majority Lenders, shall take one or more of the following actions: Control occurs: (i) by written or oral or telephonic notice (in the case Borrower shall promptly notify the Agent immediately upon becoming aware of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the Commitments to be terminated whereupon the Commitments (or the part thereof so declared) shall forthwith terminate, that event; (ii) by written the Borrower may not utilise a Loan or oral or telephonic notice utilise an Ancillary Facility; and (in iii) the case of oral or telephonic notice confirmed in writing Facilities shall immediately thereafter) to Company declare be cancelled all or any part of the sums then owing by each Credit Party hereunder outstanding Loans and Ancillary Outstandings, together with accrued interest, and all other amounts accrued under the Loan Finance Documents to be forthwith shall become immediately due and payable, whereupon all such sums and full cash cover in respect of each contingent liability under each Ancillary Facility shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 10.1(e) or Section 10.1(f) with respect to Company it will pay) to Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents in an amount equal to 105% of the Letter of Credit Obligations, to be held as security by Administrative Agent, and (v) enforce, as Administrative Agent, all of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereon, shall become due and payable forthwith without the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of any kind, all of which are expressly waived by Company on behalf of itself and its Subsidiaries, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice of any kind. Anything in this Section 10.1 to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and (B) no other Event of Default shall have occurred and be continuing which shall not have been waived in accordance with the provision of Section 12.1 hereofpayable.

Change of Control. There shall occur a A Change of Control. If Control shall occur; then and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative Agent, at upon the written direction request of the Majority Required Lenders (or, in the case of a failure to observe or perform the covenant set forth in Section 10.11(a), the Required Revolving Lenders and if the Required Revolving Lenders shall have terminated their Revolving Commitments and declared all Revolving Loans to be due and payable and such declaration has not been rescinded, the Required Term Lenders), shall by written notice to the Borrower, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part rights of the Commitments to be terminated whereupon the Commitments (Administrative Agent, any Lender or the part thereof so declared) shall forthwith terminate, (ii) by written or oral or telephonic notice (in the case holder of oral or telephonic notice confirmed in writing immediately thereafter) any Note to Company declare all or enforce its claims against any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable(provided that, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e11.01(e) or Section 10.1(f) shall occur with respect to Company it will pay) to the Borrower, the result which would occur upon the giving of written notice by the Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents as specified in an amount equal to 105% of the Letter of Credit Obligations, to be held as security by Administrative Agent, clauses (i) and (vii) enforce, as Administrative Agent, all of below shall occur automatically without the Liens and security interests created pursuant to the Security Documents. In cases giving of any occurrence such notice): (i) declare the Commitment terminated, whereupon all Commitments of each Lender shall forthwith terminate immediately; (ii) declare the principal of and any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereonin respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become become, forthwith due and payable forthwith without the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf of itself and its Subsidiaries, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due Party; (iii) enforce, as Collateral Agent, all of the Liens and payable all without notice of any kind. Anything in this Section 10.1 security interests created pursuant to the contrary notwithstandingSecurity Documents; (iv) enforce each Guaranty; (v) terminate, reduce or condition any Revolving Commitment and (vi) require the Credit Parties to Cash Collateralize LC Obligations, and, if the Credit Parties fail promptly to deposit such Cash Collateral, the Administrative Agent shall, at may (and shall upon the request direction of Required Lenders) advance the Majority Lenders, rescind and annul any acceleration of required Cash Collateral as Revolving Loans (whether or not the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and (B) no other Event of Default shall have occurred and be continuing which shall not have been waived conditions in accordance with the provision of Section 12.1 hereof7.01 are satisfied).

Change of Control. There shall occur a A Change of Control. If Control shall occur; then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative Agent, at upon the written direction request of the Majority Required Lenders, shall by written notice to the Borrower, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case rights of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the Commitments to be terminated whereupon the Commitments (Agent, any Lender or the part thereof so declared) shall forthwith terminate, (ii) by written or oral or telephonic notice (in the case holder of oral or telephonic notice confirmed in writing immediately thereafter) any Note to Company declare all or enforce its claims any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable(provided that, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) 10.05 shall occur with respect to Company it will pay) to the Borrower, the result of which would occur upon the giving of such written notice by the Administrative Agent at to the Payment Office such additional amount of cash or Cash Equivalents Borrower as specified in an amount equal to 105% of the Letter of Credit Obligations, to be held as security by Administrative Agent, clauses (i) and (vii) enforce, as Administrative Agent, all of below shall occur automatically without the Liens and security interests created pursuant to the Security Documents. In cases giving of any occurrence such notice): (i) declare the Total Commitment terminated, whereupon the Commitment of each Lender shall forthwith terminate immediately and any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereon, Facility Fees and other Fees shall forthwith become due and payable forthwith without the requirement any other notice of any such acceleration or requestkind; (ii) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf of itself and its Subsidiaries, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice Party; (iii) terminate any Letter of any kind. Anything Credit which may be terminated in this Section 10.1 accordance with its terms; (iv) direct the Borrower to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: pay (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paidBorrower agrees that upon receipt of such notice, and (B) no other or upon the occurrence of an Event of Default shall have occurred specified in Section 10.05 with respect to the Borrower, it will pay) to the Administrative Agent at the Payment Office such additional amount of cash, to be held as security by the Administrative Agent, as is equal to the aggregate Stated Amount of all Letters of Credit issued for the account of the Borrower then outstanding; and be continuing which shall not have been waived in accordance with (v) apply any cash collateral held for the provision benefit of the Lenders pursuant to Section 12.1 hereof4.02 to repay outstanding Obligations.

Change of Control. There shall occur a occurs any Change of Control. If any Control of the foregoing Events Borrower; then, and in every such event (other than an event with respect to the Borrower or any Restricted Subsidiary that is a Material Subsidiary described in subsection (f) above), and at any time thereafter during the continuance of Default shall have occurred and be continuingsuch event, the Administrative Agent, at the written direction request of the Majority Required Lenders, shall shall, by notice to the Borrower, take one or more any of the following actions, at the same or different times: (i) by written or oral or telephonic notice (in declare the case Commitment of oral or telephonic notice confirmed in writing immediately thereafter) each Lender to Company declare all or make Loans and any part obligation of the Commitments L/C Issuers to make L/C Credit Extensions to be terminated terminated, whereupon the such Commitments (or the part thereof so declared) and obligation shall forthwith terminate, be terminated; (ii) by written declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or oral payable hereunder or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or under any part of the sums then owing by each Credit Party hereunder and under the other Loan Documents Document to be forthwith immediately due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 10.1(e) or Section 10.1(f) with respect to Company it will pay) to Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents in an amount equal to 105% of the Letter of Credit Obligations, to be held as security by Administrative Agent, and (v) enforce, as Administrative Agent, all of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereon, shall become due and payable forthwith without the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by Company the Borrower; (iii) require that the Borrower Cash Collateralize the L/C Exposure (in an amount equal to the then Outstanding Amount thereof); and (iv) exercise on behalf of itself and its Subsidiariesthe Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable law; provided, however, that upon the occurrence of any provision of this Agreement event specified in subsection (f) above with respect to the Borrower or any other Loan Document Restricted Subsidiary that is a Material Subsidiary, the Commitment of each Lender to make Loans and any obligation of the contrary notwithstandingL/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts payable by each Credit Party hereunder as aforesaid shall also automatically become immediately due and payable all payable, and the obligation of the Borrower to Cash Collateralize the L/C Exposure as aforesaid shall automatically become effective, in each case without notice further act of any kind. Anything in this Section 10.1 to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul or any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and (B) no other Event of Default shall have occurred and be continuing which shall not have been waived in accordance with the provision of Section 12.1 hereofLender.

Change of Control. There shall occur a occurs any Change of Control. If any Control of the foregoing Events Company; then, and in every such event (other than an event with respect to any Borrower or any Material Subsidiary described in subsection (f) above), and at any time thereafter during the continuance of Default shall have occurred and be continuingsuch event, the Administrative Agent, at the written direction request of the Majority Required Lenders, shall shall, by notice to the Company, take one or more any of the following actions, at the same or different times: (i) by written or oral or telephonic notice (in declare the case Commitment of oral or telephonic notice confirmed in writing immediately thereafter) each Lender to Company declare all or make Loans and any part obligation of the Commitments L/C Issuers to make L/C Credit Extensions to be terminated terminated, whereupon the such Commitments (or the part thereof so declared) and obligation shall forthwith terminate, be terminated; (ii) by written declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or oral payable hereunder or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or under any part of the sums then owing by each Credit Party hereunder and under the other Loan Documents Document to be forthwith immediately due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 10.1(e) or Section 10.1(f) with respect to Company it will pay) to Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents in an amount equal to 105% of the Letter of Credit Obligations, to be held as security by Administrative Agent, and (v) enforce, as Administrative Agent, all of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereon, shall become due and payable forthwith without the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by Company the Borrowers; (iii) require that the Borrowers Cash Collateralize the L/C Exposure (in an amount equal to the then Outstanding Amount thereof); and (iv) exercise on behalf of itself and its Subsidiariesthe Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable law; provided, however, that upon the occurrence of any provision of this Agreement event specified in subsection (f) above with respect to any Borrower or any other Loan Document Material Subsidiary, the Commitment of each Lender to make Loans and any obligation of the contrary notwithstandingL/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts payable by each Credit Party hereunder as aforesaid shall also automatically become immediately due and payable all payable, and the obligation of the Borrowers to Cash Collateralize the L/C Exposure as aforesaid shall automatically become effective, in each case without notice further act of any kind. Anything in this Section 10.1 to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul or any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and (B) no other Event of Default shall have occurred and be continuing which shall not have been waived in accordance with the provision of Section 12.1 hereofLender.

Change of Control. There shall occur a A Change of Control. If Control shall occur; then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative AgentAgent shall, at upon the written direction request of the Majority Required Lenders, shall by written notice to the Parent Borrower, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case rights of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all the Administrative Agent or any part of Lender to enforce its claims against the Commitments to be terminated whereupon the Commitments Borrowers, except as otherwise specifically provided for in this Agreement (or the part thereof so declared) shall forthwith terminateprovided that, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) 11.5 shall occur with respect to Company it will pay) to the Parent Borrower, the result that would occur upon the giving of written notice by the Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents as specified in an amount equal to 105% of the Letter of Credit Obligationsclauses (i), to be held as security by Administrative Agent, (ii) and (viv) enforcebelow shall occur automatically without the giving of any such notice): (i) declare the Total New Revolving Credit Commitment and Swingline Commitment terminated, whereupon the New Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as Administrative Agent, all of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereoncase may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable forthwith without the requirement any other notice of any such acceleration or requestkind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf the Parent Borrower; (iii) terminate any Letter of itself Credit that may be terminated in accordance with its terms; and/or (iv) direct the Parent Borrower to pay (and its Subsidiariesthe Parent Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Parent Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Parent Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. Any amount received by the Administrative Agent or the Collateral Agent from any provision Credit Party following any acceleration of the Obligations under this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice of any kind. Anything in this Section 10.1 to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and (B) no other Event of Default with respect to the Parent Borrower under Section 11.5 shall have occurred be applied: (i) first, to the payment of all reasonable and be continuing which shall not have been waived documented costs and expenses incurred by the Administrative Agent or Collateral Agent in accordance connection with such collection or sale or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the provision exercise of Section 12.1 hereofany right or remedy hereunder or under any other Credit Document (other than in connection with Secured Cash Management Agreements or Secured Hedge Agreements); (ii) second, to the repayment of all Protective Advances; (iii) third, to the Secured Parties, an amount (x) equal to all Obligations (other than Secured Cash Management Agreements and Secured Hedge Agreements) owing to them on the date of any distribution and (y) sufficient to Cash Collateralize all Letters of Credit Outstanding on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all Letters of Credit Outstanding, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the Letters of Credit Outstanding; (iv) fourth, to any Cash Management Bank or Hedge Bank, an amount equal to all Obligations in respect of Secured Cash Management Agreements or Secured Hedge Agreements, as the case may be, owing to them on the date of any distribution; and (v) fifth, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

Change of Control. There shall occur a A Change of Control. If Control shall occur; then, and in any of the foregoing Events such event, and at any time thereafter, if (x) any Event of Default shall have occurred and then be continuing, the Administrative AgentAgent shall, at upon the written direction request of the Majority LendersRequired Lenders (it being agreed that a Financial Covenant Event of Default shall not constitute an Event of Default with respect to the Term Loan Facility, any Incremental Term Loan Facility or any Credit Agreement Refinancing Indebtedness (unless consisting of revolving credit facilities), and none of the actions described in clauses (i) and (ii) below may be taken as a result of a Financial Covenant Event of Default with respect to the Term Loan Facility, any Incremental Term Loan Facility or any Credit Agreement Refinancing Indebtedness (unless consisting of revolving credit facilities), in each case prior to such time as the Required Revolving Class Lenders under the Revolving Credit Facility shall have terminated their Revolving Credit Commitments and declared all amounts outstanding under the Revolving Credit Facility to be due and payable), or (y) a Financial Covenant Event of Default shall then be continuing, the Administrative Agent shall, upon the written request of the Required Revolving Class Lenders (and in the case of this clause (y), without limiting Section 11.3, only with respect to the Revolving Credit Facility and any Swingline Loans, Letters of Credit, Letter of Credit Borrowings and Letter of Credit Obligations), in either case by written notice to the Borrower, take one either or more both of the following actions: (i) by written or oral or telephonic notice (in terminate the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of Commitments, and thereupon the Commitments to be terminated whereupon the Commitments (or the part thereof so declared) shall forthwith terminate, terminate immediately and (ii) by written or oral or telephonic notice (declare the principal of and any accrued interest and fees in the case respect of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the sums then Loans and all Obligations owing by each Credit Party hereunder and under thereunder to be, whereupon the Loan Documents to be same shall become, forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 10.1(e) or Section 10.1(f) with respect to Company it will pay) to Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents in an amount equal to 105% of the Letter of Credit Obligations, to be held as security by Administrative Agent, and (v) enforce, as Administrative Agent, all of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereon, shall become due and payable forthwith without the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf the Borrower without prejudice to the rights of itself and the Administrative Agent or any Lender to enforce its Subsidiariesclaims against the Borrower, any provision of except as otherwise specifically provided for in this Agreement or any other Loan Document (provided that if an Event of Default specified in Section 11.5 with respect to the contrary notwithstandingBorrower shall occur, no written notice by the Administrative Agent shall be required and other the Commitments shall automatically terminate and all amounts payable by each Credit Party hereunder in respect of all Loans and all Obligations shall also be automatically become immediately forthwith due and payable all without presentment, demand, protest or other notice of any kind. Anything in this Section 10.1 to , all of which are hereby waived by the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and (B) no other Event of Default shall have occurred and be continuing which shall not have been waived in accordance with the provision of Section 12.1 hereofBorrower).

Change of Control. There shall occur a A Change of Control. If Control shall occur; provided that a Permitted Change of Control shall not constitute an Event of Default with respect to any of Loans or Commitments hereunder except the foregoing Events Revolving Credit Loans and the Revolving Credit Commitments; then, and in any such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative AgentAgent shall, at upon the written direction request of the Majority Required Lenders, shall by written notice to the Borrower, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in terminate the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of Commitments, and thereupon the Commitments to be terminated whereupon the Commitments (or the part thereof so declared) shall forthwith terminateterminate immediately, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees require that upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 10.1(e) or Section 10.1(f) with respect to Company it will pay) to Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents in an amount equal to 105% of the Letter of Credit Obligations, to Obligations be held Cash Collateralized as security by Administrative Agent, provided in Section 3.8(b) and (viii) enforce, as Administrative Agent, all declare the principal of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereonand fees in respect of all Loans and all Obligations owing hereunder and thereunder to be, whereupon the same shall become become, forthwith due and payable forthwith without the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf the Borrower without prejudice to the rights of itself and any Agent or any Lender to enforce its Subsidiariesclaims against the Borrower, any provision of except as otherwise specifically provided for in this Agreement or any other Loan Document (provided that, if an Event of Default specified in Section 11.5 with respect to the contrary notwithstandingBorrower shall occur, no written notice by the Administrative Agent shall be required and other the Commitments shall automatically terminate and all amounts payable by each Credit Party hereunder in respect of all Loans and all Obligations shall also automatically become immediately forthwith due and payable all without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower). Anything in this Section 10.1 to Notwithstanding the contrary notwithstandingforegoing, during any period during which solely a Financial Performance Covenant Event of Default has occurred and is continuing, the Administrative Agent shallmay with the consent of, and shall at the request of, the Required Revolving Credit Lenders take any of the Majority foregoing actions described in the immediately preceding paragraph solely as they relate to the Revolving Credit Lenders (versus the Lenders), rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at Revolving Credit Commitments (versus the time such acceleration is so rescinded and annulled: (A) all past due interest and principalCommitments), if any, on the Revolving Credit Loans and all other sums payable under this Agreement the Swingline Loans (versus the Loans), and the other Loan Documents shall have been duly paid, and (B) no other Event Letters of Default shall have occurred and be continuing which shall not have been waived in accordance with the provision of Section 12.1 hereofCredit.

Change of Control. There shall occur a A Change of Control. If Control shall occur; then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative AgentAgent shall, at upon the written direction request of the Majority Required Lenders, shall by written notice to the Borrower, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in terminate the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of Commitments, and thereupon the Commitments to be terminated whereupon the Commitments (or the part thereof so declared) shall forthwith terminateterminate immediately, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees require that upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 10.1(e) or Section 10.1(f) with respect to Company it will pay) to Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents in an amount equal to 105% of the Letter of Credit Obligations, to Obligations be held Cash Collateralized as security by Administrative Agent, provided in Section 3.8(b) and (viii) enforce, as Administrative Agent, all declare the principal of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereonand fees in respect of all Loans and all Obligations owing hereunder and thereunder to be, whereupon the same shall become become, forthwith due and payable forthwith without the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf the Borrower without prejudice to the rights of itself and any Agent or any Lender to enforce its Subsidiariesclaims against the Borrower, any provision of except as otherwise specifically provided for in this Agreement or any other Loan Document (provided that, if an Event of Default specified in Section 11.5 with respect to the contrary notwithstandingBorrower shall occur, no written notice by the Administrative Agent shall be required and other the Commitments shall automatically terminate and all amounts payable by each Credit Party hereunder in respect of all Loans and all Obligations shall also be automatically become immediately forthwith due and payable all without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower). Anything in this Section 10.1 to Notwithstanding the contrary notwithstandingforegoing, during any period during which solely a Financial Performance Covenant Event of Default has occurred and is continuing, the Administrative Agent shallmay with the consent of, and shall at the request of, the Required Revolving Credit Lenders take any of the Majority foregoing actions described in the immediately preceding paragraph solely as they relate to the Revolving Credit Lenders (versus the Lenders), rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at Revolving Credit Commitments (versus the time such acceleration is so rescinded and annulled: (A) all past due interest and principalCommitments), if any, on the Revolving Credit Loans and all other sums payable under this Agreement the Swingline Loans (versus the Loans), and the other Loan Documents shall have been duly paid, and (B) no other Event Letters of Default shall have occurred and be continuing which shall not have been waived in accordance with the provision of Section 12.1 hereofCredit.

Change of Control. There shall occur a A Change of Control. If Control shall occur: (a) then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative AgentAgent shall, at the written direction request of the Majority Required Lenders, shall by written notice to the Borrower, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case rights of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all the Administrative Agent or any part of Lender to enforce its claims against the Commitments to be terminated whereupon the Commitments Borrower, except as otherwise specifically provided for in this Agreement (or the part thereof so declared) shall forthwith terminateprovided that, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) 11.5 shall occur with respect to Company it will pay) to the Borrower, the result that would occur upon the giving of written notice by the Administrative Agent at as specified below shall occur automatically without the Payment Office such additional amount of cash or Cash Equivalents in an amount equal to 105% of the Letter of Credit Obligations, to be held as security by Administrative Agent, and (v) enforce, as Administrative Agent, all of the Liens and security interests created pursuant to the Security Documents. In cases giving of any occurrence such notice): (i) declare the principal of and any accrued interest and Fees in respect of any Event of Default described in Section 10.1(e) or Section 10.1(f)all Term Loans and any or all Obligations owing hereunder and under any other Credit Document to be, whereupon the Loanssame shall become, together with accrued interest thereon, shall become forthwith due and payable forthwith without the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf the Borrower; (ii) direct the Collateral Agent to enforce any and all Liens and security interests created pursuant to the Security Documents and (iii) enforce any and all of itself and its Subsidiariesthe Administrative Agent’s rights under the Guarantee. (b) Notwithstanding anything to the contrary contained herein, any provision Event of Default under this Agreement or similarly defined term under any other Loan Document to the contrary notwithstandingCredit Document, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice of than any kind. Anything in this Section 10.1 to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and (B) no other Event of Default which cannot be waived without the written consent of each Lender directly and adversely affected thereby, shall have occurred and be continuing which shall deemed not to be “continuing” if the events, act or condition that gave rise to such Event of Default have been waived remedied or cured (including by payment, notice, taking of any action or omitting to take any action) or have ceased to exist and the Borrower is in accordance compliance with the provision of Section 12.1 hereofthis Agreement and/or such other Credit Document.

Change of Control. There shall occur a A Change of Control. If Control shall occur; then and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative AgentAgent may, at and upon the written direction request of the Majority Required Lenders, shall shall, by written notice to the Company, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part rights of the Commitments to be terminated whereupon the Commitments (Administrative Agents, any Lender or the part thereof so declared) shall forthwith terminate, (ii) by written or oral or telephonic notice (in the case holder of oral or telephonic notice confirmed in writing immediately thereafter) any Note to Company declare all or enforce its claims against any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable(provided that, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) 10.05 shall occur with respect to Company it will pay) to any Credit Party, the result which would occur upon the giving of written notice by the Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents as specified in an amount equal to 105% of the Letter of Credit Obligations, to be held as security by Administrative Agent, clauses (i) and (vii) enforce, as Administrative Agent, all of below shall occur automatically without the Liens and security interests created pursuant to the Security Documents. In cases giving of any occurrence such notice): (i) declare the Revolving Commitments terminated, whereupon all Commitments of each Lender shall forthwith terminate immediately; (ii) declare the principal of and any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereonin respect of all Loans and the Notes owing hereunder and thereunder to be, whereupon the same shall become become, forthwith due and payable forthwith without the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf of itself and its Subsidiaries, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due Party; (iii) enforce, as Collateral Agent, all of the Liens and payable all without notice of any kind. Anything in this Section 10.1 security interests created pursuant to the contrary notwithstandingSecurity Documents; (iv) enforce each Credit Party Guarantee, (v) terminate, reduce or condition any Revolving Commitment, or make any adjustment to the Borrowing Base and (vi) require the Credit Parties to Cash Collateralize LC Obligations, and, if the Credit Parties fail promptly to deposit such Cash Collateral, the Administrative Agent shallmay (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolving Loans under the Canadian Subfacility, at the request of Dutch Subfacility or the Majority LendersU.S. Tranche A Subfacility, rescind and annul any acceleration of as applicable (whether or not an Overadvance exists or is created thereby, or the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and (B) no other Event of Default shall have occurred and be continuing which shall not have been waived conditions in accordance with the provision of Section 12.1 hereof6.01 are satisfied).

Change of Control. There shall occur a A Change of Control. If Control shall occur; then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative Agent, at upon the written direction request of the Majority Required Lenders, shall by written notice to the Borrower, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case rights of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the Commitments to be terminated whereupon the Commitments (Agent, any Lender or the part thereof so declared) shall forthwith terminate, (ii) by written or oral or telephonic notice (in the case holder of oral or telephonic notice confirmed in writing immediately thereafter) any Note to Company declare all or enforce its claims against any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable(provided that, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) 11.05 shall occur with respect to Company it will pay) to the Borrower, the result of which would occur upon the giving of such written notice by the Administrative Agent at to the Payment Office such additional amount of cash or Cash Equivalents Borrower as specified in an amount equal to 105% of the Letter of Credit Obligations, to be held as security by Administrative Agent, clauses (i) and (vii) enforce, as Administrative Agent, all of below shall occur automatically without the Liens and security interests created pursuant to the Security Documents. In cases giving of any occurrence such notice): (i) declare the Total Commitment terminated, whereupon the Commitment of each Lender shall forthwith terminate immediately and any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereon, Facility Fees and other Fees shall forthwith become due and payable forthwith without the requirement any other notice of any such acceleration or requestkind; (ii) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf of itself and its Subsidiaries, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice Party; (iii) terminate any Letter of any kind. Anything Credit which may be terminated in this Section 10.1 accordance with its terms; (iv) direct the Borrower to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: pay (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paidBorrower agrees that upon receipt of such notice, and (B) no other or upon the occurrence of an Event of Default shall have occurred specified in Section 11.05 with respect to the Borrower, it will pay) to the Administrative Agent at the Payment Office such additional amount of cash, to be held as security by the Administrative Agent, as is equal to the aggregate Stated Amount of all Letters of Credit issued for the account of the Borrower then outstanding; and be continuing which shall not have been waived in accordance with (v) apply any cash collateral held for the provision benefit of the Lenders pursuant to Section 12.1 hereof5.02 to repay outstanding Obligations.

Change of Control. There shall occur a A Change of Control. If Control shall occur; then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative AgentAgent shall, at upon the written direction request of the Majority LendersRequired Banks, shall by written notice to the Borrower, take one any or more all of the following actions: , without prejudice to the rights of the Administrative Agent or any Bank to enforce its claims against the Borrower, except as otherwise specifically provided for in this Agreement (PROVIDED that, if an Event of Default specified in Section 9.05 shall occur with respect to the Borrower, the result which would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the Commitments to be terminated whereupon the Commitments (or the part thereof so declared) shall forthwith terminate, and (ii) by written or oral or telephonic notice below shall occur automatically without the giving of any such notice): (in i) declare the case Total Commitment terminated, whereupon the Commitment of oral or telephonic notice confirmed in writing each Bank shall forthwith terminate immediately thereafter) to Company declare all or and any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be Commitment Commission shall forthwith become due and payablepayable without any other notice of any kind; (ii) declare the principal of and any accrued interest in respect of all Loans and all Obligations owing hereunder (including Unpaid Drawings) and thereunder to be, whereupon all such sums the same shall become and be immediately become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or the Borrower; (iii) enforce, as Collateral Agent (or direct the Collateral Agent to enforce), any or all of the Liens and security interests created pursuant to the Security Documents; (iv) terminate any Letter of Credit which may be terminated in accordance with its terms, ; (ivv) direct Company the Borrower to pay (and Company the Borrower hereby agrees that upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 10.1(e) or Section 10.1(f) with 9.05 in respect to Company of the Borrower, it will pay) to Administrative the Collateral Agent at the Payment Office such additional amount amounts of cash or Cash Equivalents in an amount equal to 105% of the Letter of Credit Obligationscash, to be held as security by Administrative Agent, for the Borrower's reimbursement obligations in respect of Letters of Credit then outstanding equal to the aggregate Stated Amount of all Letters of Credit then outstanding; and (vvi) enforce, as Administrative Agent, all of the Liens and security interests created apply any cash collateral held pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereon, shall become due and payable forthwith without the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of any kind, all of which are expressly waived by Company on behalf of itself and its Subsidiaries, any provision of this Agreement or any other Loan Document to repay the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice of any kind. Anything in this Section 10.1 to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and (B) no other Event of Default shall have occurred and be continuing which shall not have been waived in accordance with the provision of Section 12.1 hereofObligations.

Change of Control. There shall occur a A Change of Control. If Control shall occur; then and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative AgentAgent may, at and upon the written direction request of the Majority Required Lenders, shall shall, by written notice to the Company, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part rights of the Commitments to be terminated whereupon the Commitments (Administrative Agents, any Lender or the part thereof so declared) shall forthwith terminate, (ii) by written or oral or telephonic notice (in the case holder of oral or telephonic notice confirmed in writing immediately thereafter) any Note to Company declare all or enforce its claims against any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable(provided that, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) 10.05 shall occur with respect to Company it will pay) to any Credit Party, the result which would occur upon the giving of written notice by the Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents as specified in an amount equal to 105% of the Letter of Credit Obligations, to be held as security by Administrative Agent, clauses (i) and (vii) enforce, as Administrative Agent, all of below shall occur automatically without the Liens and security interests created pursuant to the Security Documents. In cases giving of any occurrence such notice): (i) declare the Revolving Commitments terminated, whereupon all Commitments of each Lender shall forthwith terminate immediately; (ii) declare the principal of and any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereonin respect of all Loans and the Notes owing hereunder and thereunder to be, whereupon the same shall become become, forthwith due and payable forthwith without the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf of itself and its Subsidiaries, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due Party; (iii) enforce, as Collateral Agent, all of the Liens and payable all without notice of any kind. Anything in this Section 10.1 security interests created pursuant to the contrary notwithstandingSecurity Documents; (iv) enforce each Credit Party Guarantee, (v) terminate, reduce or condition any Revolving Commitment, or make any adjustment to the Borrowing Base and (vi) require the Credit Parties to Cash Collateralize LC Obligations, and, if the Credit Parties fail promptly to deposit such Cash Collateral, the Administrative Agent shallmay (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolving Loans (whether or not an Overadvance exists or is created thereby, at or the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and (B) no other Event of Default shall have occurred and be continuing which shall not have been waived conditions in accordance with the provision of Section 12.1 hereof6.01 are satisfied).

Change of Control. There shall occur a A Change of Control. If Control shall occur; then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative AgentAgent shall, at upon the written direction request of the Majority Required Lenders, shall by written notice to the US Borrower, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case rights of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all the Administrative Agent or any part of Lender to enforce its claims against the Commitments to be terminated whereupon US Borrower and the Commitments UK Borrower, except as otherwise specifically provided for in this Agreement (or the part thereof so declared) shall forthwith terminateprovided that, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) 11.5 shall occur with respect to Company it will pay) to the US Borrower, the UK Borrower or any Specified Subsidiary, the result that would occur upon the giving of written notice by the Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents as specified in an amount equal to 105% of the Letter of Credit Obligationsclauses (i), to be held as security by Administrative Agent, (ii) and (viv) enforcebelow shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment terminated, whereupon the Commitments and Swingline Commitment, if any, of each Lender or the Swingline Lender, as Administrative Agent, all of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereoncase may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable forthwith without the requirement any other notice of any such acceleration or requestkind; (ii) declare the principal of and any accrued interest in respect of all Loans and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf of itself and its Subsidiaries, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice of any kind. Anything in this Section 10.1 to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement US Borrower and the other Loan Documents shall have been duly paidUK Borrower; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the US Borrower and the UK Borrower to pay (and the US Borrower and the UK Borrower agree that upon receipt of such notice, and (B) no other or upon the occurrence of an Event of Default shall have occurred specified in Section 11.5 with respect to the US Borrower, the UK Borrower or any Specified Subsidiary, it will pay) to the Administrative Agent at the Administrative Agent's Office such additional amounts of cash, to be held as security for the US Borrower's and be continuing which shall not have been waived in accordance with the provision UK Borrower's respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of Section 12.1 hereofall Letters of Credit issued and then outstanding.

Change of Control. There shall occur a A Change of Control. If Control shall occur; then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative Agent, at upon the written direction request of the Majority Required Lenders, shall by written notice to Borrower, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part rights of the Commitments to be terminated whereupon the Commitments (Administrative Agent, any Lender or the part thereof so declared) shall forthwith terminate, (ii) by written or oral or telephonic notice (in the case holder of oral or telephonic notice confirmed in writing immediately thereafter) any Note to Company declare all or enforce its claims against any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable(provided that, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) with respect to Company it will pay) to 10.05 shall occur, the result which would occur upon the giving of written notice by the Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents to Borrower as specified in an amount equal to 105% of the Letter of Credit Obligations, to be held as security by Administrative Agent, clauses (i) and (vii) enforce, as Administrative Agent, all of below shall occur automatically without the Liens and security interests created pursuant to the Security Documents. In cases giving of any occurrence such notice): (i) declare the principal of and any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereonin respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become become, forthwith due and payable forthwith without the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf of itself and its Subsidiaries, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due Party; and payable (ii) enforce, as Collateral Agent, all without notice of any kind. Anything in this Section 10.1 the Liens and security interests created pursuant to the contrary notwithstandingSecurity Documents. THE PARTIES HERETO AGREE THAT, Administrative Agent shallPURSUANT TO SECTION 4.01(f), at the request of the Majority LendersANY PAYMENT PRIOR TO THE SECOND ANNIVERSARY OF THE CLOSING DATE, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: WHETHER ARISING OUT OF ACCELERATION, BY VIRTUE OF PAYMENT PURSUANT TO ANY PLAN OF REORGANIZATION OR OTHERWISE, SHALL RESULT IN DAMAGES TO LENDERS WHICH THE PARTIES HERETO AGREE SHALL EQUAL 10% OF THE PRINCIPAL AMOUNT TO BE REPAID. THE PARENT, BORROWER AND THE OTHER CREDIT PARTIES FURTHER AGREE THAT, WITHOUT DUPLICATION OF ANY PENALTY PAID PURSUANT TO SECTION 4.01(f), LIQUIDATED DAMAGES IN AN AMOUNT EQUAL TO SUCH 10% OF THE PRINCIPAL AMOUNT OF OBLIGATIONS WILL BE PAYABLE BY BORROWER TO LENDERS IN THE EVENT THAT ANY PAYMENT IS MADE ARISING OUT OF EVENTS THAT OCCURRED PRIOR TO THE SECOND ANNIVERSARY OF THE CLOSING DATE UPON THE EARLIEST OF (A) all past due interest and principalACCELERATION OF THE OBLIGATIONS, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and (B) no other Event of Default shall have occurred and be continuing which shall not have been waived in accordance with the provision of Section 12.1 hereof.AN EVENT OF DEFAULT PURSUANT TO

Change of Control. There shall occur a A Change of ControlControl shall occur. If any an Event of Default has occurred and is continuing, the Administrative Agent shall upon the written request of the foregoing Events of Default shall have occurred and be continuingRequired Banks, Administrative Agentby written notice to the Company, at the written direction of the Majority Lenders, shall take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part rights of the Commitments to be terminated whereupon the Commitments (Administrative Agent, any Bank or the part thereof so declared) shall forthwith terminate, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice holder of any kindNote to enforce its claims against any Borrower (provided, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiariesthat, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) 9.05 shall occur with respect to Company it will pay) to any Borrower, the result which would occur upon the giving of written notice by the Administrative Agent at to the Payment Office such additional amount of cash or Cash Equivalents Company as specified in an amount equal to 105% of the Letter of Credit Obligationsclauses (i), to be held as security by Administrative Agent, (ii) and (v) enforce, as Administrative Agent, all of below shall occur automatically without the Liens and security interests created pursuant to the Security Documents. In cases giving of any occurrence such notice): (i) declare the Total Commitment terminated, whereupon the Commitment of each Bank shall forthwith terminate immediately and any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereon, Facility Fee and other Fees shall forthwith become due and payable forthwith without the requirement any other notice of any such acceleration or requestkind; (ii) declare the principal of and any accrued interest in respect of all Loans and the Notes and all obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by the Borrowers; (iii) terminate any Letter of Credit which may be terminated in accordance with its terms; (iv) direct the Company on behalf of itself and its Subsidiaries, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice of any kind. Anything in this Section 10.1 to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: pay (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paidCompany agrees that upon receipt of such notice, and (B) no other or upon the occurrence of an Event of Default shall have occurred specified in Section 9.05 in respect of the Company, it will pay) to the Administrative Agent at its Payment Office such additional amounts of cash, to be held as security for the Company's reimbursement obligations for Drawings that may subsequently occur under outstanding Letters of Credit thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and be continuing which shall not have been waived then outstanding; and (v) apply any cash collateral as provided in accordance with the provision of Section 12.1 hereof4.02(a).

Change of Control. There shall (a) In this Clause 8.2, a “Change of Control” will occur if: (i) the Sponsor does not or ceases to beneficially own, directly or indirectly, at least 51 per cent. of the share capital of the Borrower; (ii) the Sponsor does not or ceases to have the right to, directly or indirectly, determine the composition of the majority of the board of directors or equivalent body of the Borrower; (iii) the Sponsor does not or ceases to have power to, directly or indirectly, manage or direct the Borrower through ownership of share capital, by contract or otherwise; or (iv) any Security (except pursuant to paragraph (p) of the definition of “Permitted Security” or where created in favour of the Finance Parties or the Secured Parties) has been created or subsists or is created or is permitted to subsist over any shares in the issued share capital of the Borrower or any other member of the Borrower Group in each case, where such shares are beneficially owned, directly or indirectly by the Sponsor, and such Security is not fully released or discharged within five Business Days of the earlier of (i) any Obligor becoming aware of such Security and (ii) the Agent or any Lender giving notice to the Borrower of such Security. (b) If a Change of Control. If any of the foregoing Events of Default shall have occurred and be continuing, Administrative Agent, at the written direction of the Majority Lenders, shall take one or more of the following actions: Control occurs: (i) by written or oral or telephonic notice (in the case Borrower shall promptly notify the Agent immediately upon becoming aware of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the Commitments to be terminated whereupon the Commitments (or the part thereof so declared) shall forthwith terminate, that event; (ii) by written the Borrower may not utilise a Loan or oral or telephonic notice utilise an Ancillary Facility; and (in iii) the case of oral or telephonic notice confirmed in writing Facilities shall immediately thereafter) to Company declare be cancelled and all or any part of the sums then owing by each Credit Party hereunder outstanding Loans and Ancillary Outstandings, together with accrued interest, and all other amounts accrued under the Loan Finance Documents to be forthwith shall become immediately due and payable, whereupon all such sums and full cash cover in respect of each contingent liability under each Ancillary Facility shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 10.1(e) or Section 10.1(f) with respect to Company it will pay) to Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents in an amount equal to 105% of the Letter of Credit Obligations, to be held as security by Administrative Agent, and (v) enforce, as Administrative Agent, all of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereon, shall become due and payable forthwith without the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of any kind, all of which are expressly waived by Company on behalf of itself and its Subsidiaries, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice of any kind. Anything in this Section 10.1 to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and (B) no other Event of Default shall have occurred and be continuing which shall not have been waived in accordance with the provision of Section 12.1 hereofpayable.

Change of Control. There shall occur If a Change of Control. If any of the foregoing Events of Default Control shall have occurred and be continuing, Administrative Agent, at the written direction of the Majority Lenders, shall take one or more of the following actions: occur (i) by written or oral or telephonic the Borrower will, within ten days after the occurrence thereof, give each Bank notice (thereof and shall describe in reasonable detail the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the Commitments to be terminated whereupon the Commitments (or the part thereof so declared) shall forthwith terminate, facts and circumstances giving rise thereto and (ii) each Bank may, by written or oral or telephonic three Domestic Business Days’ notice (in to the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of Borrower and the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon Agent given not later than 60 days after receipt of such noticenotice of Change of Control, or upon the occurrence of any Event of Default specified in Section 10.1(e) or Section 10.1(f) with respect to Company it will pay) to Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents in an amount equal to 105% of the Letter of Credit Obligationsterminate its Commitment, to which shall thereupon be held as security by Administrative Agentterminated, and declare the Notes held by it (v) enforce, as Administrative Agent, all of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereon) and any other amounts payable hereunder for its account to be, and such Notes and such other amounts (including, without limitation, amounts payable under Section 2.13) shall become thereupon become, immediately due and payable forthwith without the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf of itself and its Subsidiaries, any provision the Borrower. For the purpose of this Agreement or any other Loan Document to the contrary notwithstandingSection, and other amounts payable by each Credit Party hereunder a “Change of Control” shall also become immediately due and payable all without notice of any kind. Anything in this Section 10.1 to the contrary notwithstanding, Administrative Agent shall, at the request occur if (i) a majority of the Majority Lenders, rescind and annul any acceleration directors of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: Borrower shall be Persons other than Persons (Ax) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents for whose election proxies shall have been duly paidsolicited by the Board of Directors of the Borrower or (y) who are then serving as directors appointed by the Board of Directors to fill vacancies on the Board of Directors caused by death or resignation (but not by removal) or to fill newly-created directorships or (ii) any person or group of persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, and (Bas amended) no other Event of Default shall have occurred acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and be continuing which shall not have been waived Exchange Commission under said Act) of 50% or more in accordance with voting power of the provision of Section 12.1 hereofoutstanding Voting Stock.

Change of Control. There shall occur a A Change of ControlControl shall occur. If any of the foregoing Events of Default shall have occurred and be continuing, Administrative Agent, at the written direction of the Majority Lenders, shall take one or more of the following actions: THEN (i) by written upon the occurrence of any Event of Default described in subsection 7.6 or oral 7.7, each of (a) the unpaid principal amount of and accrued interest on the Term Loans and (b) all other Obligations accrued hereunder or telephonic notice (in the case of oral or telephonic notice confirmed in writing under any other Loan Document shall automatically become immediately thereafter) to Company declare all or any part of the Commitments to be terminated whereupon the Commitments (or the part thereof so declared) shall forthwith terminate, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice other requirements of any kind, all of which are hereby expressly waived by Company on behalf of itself the Company, and its Subsidiaries, the Administrative Agent and the Lenders shall have the right to take any and all actions and exercise any and all remedies available to a secured party under the Loan Documents or applicable law or in equity and (iiiii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence and during the continuation of any other Event of Default, the Administrative Agent may, and upon the written request of the Requisite Lenders shall, declare all or any portion of the amounts described in clauses (a) and (b) above to be, and the same shall forthwith become, immediately due and payable, and the Administrative Agent and the Lenders shall have the right to take any and all actions and exercise any and all remedies available to a secured party under the Loan Documents or applicable law or in equity. Notwithstanding anything contained in the preceding paragraph, if at any time within sixty (60) days after an acceleration of the Term Loans pursuant to such paragraph the Company shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Defaults and Events of Default (other than non-payment of the principal of and accrued interest on the Term Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to subsection 9.5, then the Requisite Lenders, by written notice to the Company, may at their option rescind and annul such acceleration and its consequences; but such action shall not affect any subsequent Default or Event of Default specified in Section 10.1(e) or Section 10.1(f) with respect impair any right consequent thereon. The provisions of this paragraph are intended merely to Company it will pay) bind the Lenders to Administrative Agent a decision which may be made at the Payment Office such additional amount of cash or Cash Equivalents in an amount equal to 105% election of the Letter of Credit Obligations, Requisite Lenders and are not intended to be held as security by Administrative Agent, benefit the Company and (v) enforce, as Administrative Agent, all of do not grant the Liens and security interests created pursuant Company the right to require the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) Lenders to rescind or Section 10.1(f), the Loans, together with accrued interest thereon, shall become due and payable forthwith without the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of any kind, all of which are expressly waived by Company on behalf of itself and its Subsidiaries, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice of any kind. Anything in this Section 10.1 to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration hereunder or preclude the Administrative Agent or the Lenders from exercising any of the Loans by written instrument filed with Company; provided that at rights or remedies available to them under any of the time such acceleration is so rescinded and annulled: (A) all past due interest and principalLoan Documents, even if any, on the Loans and all other sums payable under conditions set forth in this Agreement and the other Loan Documents shall have been duly paid, and (B) no other Event of Default shall have occurred and be continuing which shall not have been waived in accordance with the provision of Section 12.1 hereofparagraph are met.

Change of Control. There shall occur a A Change of Control. If Control shall occur; then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative AgentAgent may and, at upon the written direction request of the Majority Required Lenders, shall shall, by written notice to the Borrower, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case rights of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all the Administrative Agent or any part of Lender to enforce its claims against the Commitments to be terminated whereupon the Commitments Borrower, except as otherwise specifically provided for in this Agreement (or the part thereof so declared) shall forthwith terminateprovided that, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) 11.5 shall occur with respect to Company it will pay) to the Borrower, the result that would occur upon the giving of written notice by the Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents as specified in an amount equal to 105% of the Letter of Credit Obligationsclauses (i), to be held as security by Administrative Agent(ii), (iii) and (v) enforcebelow shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as Administrative Agent, all of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereoncase may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable forthwith without the requirement any other notice of any such acceleration kind; (ii) declare the Delayed Draw Term Loan Commitment terminated, whereupon the Delayed Draw Term Loan Commitment, if any, of each Lender shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable; (iii) declare the principal of and any accrued interest and Fees in respect of any or requestall Loans, Posting Advances and any or all Obligations owing hereunder and under any other Credit Document to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf the Borrower; (iv) terminate any Letter of itself Credit that may be terminated in accordance with its terms; and/or (v) direct the Borrower to Cash Collateralize (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will Cash Collateralize) all Revolving Letters of Credit issued and then outstanding; and in any such event; and at any time thereafter, if any Event of Default shall then be continuing, the Posting Agent may and, upon the written request of the Required Posting Lenders, shall, by written notice to the Borrower, take any or all of the following actions, without prejudice to the rights of the Posting Agent or any Lender under the Posting Facility to enforce its Subsidiariesclaims against the Borrower, any provision of except as otherwise specifically provided for in this Agreement or any other Loan Document (provided that, if an Event of Default specified in Section 11.5 shall occur with respect to the contrary notwithstandingBorrower, the result that would occur upon the giving of written notice by the Posting Agent as specified in clauses (i) and other amounts payable by (ii) below shall occur automatically without the giving of any such notice): (i) declare the Total Posting Commitment terminated, whereupon the Posting Commitment, if any, of each Credit Party hereunder Lender shall also forthwith terminate immediately and any Fees theretofore accrued (including any Partial Termination Maintenance Fees and Final Termination Maintenance Fee) shall forthwith become immediately due and payable all without any other notice of any kind. Anything ; and (ii) declare the principal of and any accrued interest and Fees (including, without limitation, any Partial Termination Maintenance Fees and Final Termination Maintenance Fee) in this Section 10.1 respect of any or all Posting Advances and any or all Obligations with respect to the contrary notwithstandingPosting Facility owing hereunder and under any other Credit Document to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. Notwithstanding the foregoing, no action may be taken by the Administrative Agent, the Posting Agent shallor any Lender with respect to an Event of Default under Section 11.1 relating solely to payments due in respect of the Posting Facility, at unless directed to do so upon the written request of the Majority LendersRequired Posting Lenders and, rescind to the extent waived by the Required Posting Lenders or each Posting Lender directly and annul any acceleration adversely affected thereby, as applicable, in accordance with the provisions of the Loans by written instrument filed with Company; provided that at the time Section 13.1, such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and (B) no other Event of Default shall have occurred and cease to be continuing which shall not have been waived in accordance with the provision of Section 12.1 hereofa Default or Event or Default hereunder.

Change of Control. There shall occur a occurs any Change of Control. If any Control of the foregoing Events Borrower; then, the Administrative Agent (A) at any time prior to the Closing Date during which an Event of Default shall have pursuant to Section 8.01(a) has occurred and be is continuing, Administrative Agent, shall at the written direction request, or may with the consent of the Majority Required Lenders, by notice to the Borrower, declare the Commitment of each Lender to make Loans to be terminated, whereupon the same shall take one or more forthwith terminate, and (B) at any time following the making of the following actionsLoans on the Closing Date during which any Event of Default has occurred and is continuing, shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower: (i) by written or oral or telephonic notice (in declare the case Commitment of oral or telephonic notice confirmed in writing immediately thereafter) each Lender to Company declare all or any part of the Commitments make Loans to be terminated terminated, whereupon the such Commitments (or the part thereof so declared) and obligation shall forthwith terminate, be terminated; (ii) by written declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or oral payable hereunder or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or under any part of the sums then owing by each Credit Party hereunder and under the other Loan Documents Document to be forthwith immediately due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 10.1(e) or Section 10.1(f) with respect to Company it will pay) to Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents in an amount equal to 105% of the Letter of Credit Obligations, to be held as security by Administrative Agent, and (v) enforce, as Administrative Agent, all of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereon, shall become due and payable forthwith without the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by Company the Borrower; and (iii) exercise on behalf of itself and its Subsidiariesthe Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable law; provided, however, that upon the occurrence of any provision of this Agreement event specified in subsection (f) above with respect to the Borrower or any other Loan Document Material Subsidiary, the Commitment of each Lender to make Loans shall automatically terminate, the contrary notwithstanding, unpaid principal amount of all outstanding Loans and all interest and other amounts payable by each Credit Party hereunder as aforesaid shall also automatically become immediately due and payable all without notice of any kind. Anything payable, in this Section 10.1 each case pursuant to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: clauses (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and or (B) no other Event without further act of Default shall have occurred and be continuing which shall not have been waived in accordance with the provision of Section 12.1 hereofAdministrative Agent or any Lender.

Change of Control. There shall occur a A Change of Control. If Control shall occur; then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative AgentAgent shall, at upon the written direction request of the Majority Required Lenders, shall by written notice to the Borrower, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case rights of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all the Administrative Agent or any part of Lender to enforce its claims against the Commitments to be terminated whereupon the Commitments Borrower, except as otherwise specifically provided for in this Agreement (or the part thereof so declared) shall forthwith terminateprovided that, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) 11.5 shall occur with respect to Company it will pay) to the Borrower or any Specified Subsidiary, the result that would occur upon the giving of written notice by the Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents as specified in an amount equal to 105% of the Letter of Credit Obligationsclauses (i), to be held as security by Administrative Agent(ii), (iii) and (v) enforcebelow shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment or the Total Swingline Commitment terminated and whereupon any such Commitment, if any, of each Lender or the Swingline Lender, as Administrative Agent, all of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereoncase may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable forthwith without the requirement any other notice of any such acceleration or requestkind, (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf the Borrower; (iii) terminate any Letter of itself and Credit that may be terminated in accordance with its Subsidiaries, any provision of this Agreement or any other Loan Document terms; and/or (iv) direct the Borrower to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice of any kind. Anything in this Section 10.1 to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: pay (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paidBorrower agrees that upon receipt of such notice, and (B) no other or upon the occurrence of an Event of Default shall have occurred specified in Section 11.5 with respect to the Borrower or any Specified Subsidiary, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and be continuing which shall not have been waived in accordance with the provision of Section 12.1 hereofthen outstanding.

Change of Control. There shall occur a A Change of Control. If Control shall occur; then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative Agent, at upon the written direction request of the Majority LendersRequired Lenders (except with respect to an Event of Default occurring due to a breach of Section 10.08), shall by written notice to the U.S. Borrower and the Canadian Borrowers, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part rights of the Commitments to be terminated whereupon the Commitments (Administrative Agent, any Lender or the part thereof so declared) shall forthwith terminate, (ii) by written or oral or telephonic notice (in the case holder of oral or telephonic notice confirmed in writing immediately thereafter) any Note to Company declare all or enforce its claims against any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable(provided that, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) 11.05 shall occur with respect to Company it will pay) to either Borrower, the result which would occur upon the giving of written notice by the Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents as specified in an amount equal to 105% of the Letter of Credit Obligations, to be held as security by Administrative Agent, clauses (i) and (vii) enforce, as Administrative Agent, all of below shall occur automatically without the Liens and security interests created pursuant to the Security Documents. In cases giving of any occurrence such notice): (i) declare the Total Commitment terminated, whereupon all Commitments of each Lender shall forthwith terminate immediately and any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereon, Commitment Commission shall forthwith become due and payable forthwith without the requirement any other notice of any such acceleration or requestkind; (ii) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf of itself and its Subsidiaries, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder Party; (iii) terminate any Letter of Credit which may be terminated in accordance with its terms; (iv) direct the U.S. Borrower to pay (and the U.S. Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.05 with respect to the U.S. Borrower, it will pay) to the Collateral Agent at the Payment Office such additional amount of cash or Cash Equivalents, to be held as security by the Collateral Agent, as is equal to the aggregate Stated Amount of all Letters of Credit issued for the account of the U.S. Borrower and then outstanding; (v) direct each Canadian Borrower to pay (and each Canadian Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.05 with respect to such Canadian Borrower, it will pay) to the Collateral Agent at the Payment Office such additional amount of cash or Cash Equivalents, to be held as security by the Collateral Agent, as is equal to the aggregate Stated Amount of all Letters of Credit issued for the account of any Canadian Borrower and then outstanding; (vi) enforce, as Collateral Agent, all of the Liens and security interests created pursuant to the Security Documents; (vii) enforce each Guaranty; and (viii) apply any cash collateral held by the Administrative Agent pursuant to Section 5.02 to the repayment of the Obligations. If any Event of Default occurring due to a breach of Section 10.08 shall also then be continuing, (x) the Administrative Agent, upon the written request of the Required Extended Revolving Lenders, shall by written notice to the U.S. Borrower and the Canadian Borrowers, take any or all of the following actions, without prejudice to the rights of the Administrative Agent, any Lender or the holder of any Note to enforce its claims against any Credit Party: (i) declare the Extended Revolving Commitments terminated, whereupon all Extended Revolving Commitments of each Lender shall forthwith terminate immediately and any Extended Revolving Commitments shall forthwith become immediately due and payable all without any other notice of any kind. Anything ; (ii) declare the principal of and any accrued interest in this Section 10.1 respect of all Revolving Loans in respect of Extended Revolving Commitments to be forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Credit Party; (iii) terminate any Letter of Credit which may be terminated in accordance with its terms; (iv) direct the U.S. Borrower to pay (and the U.S. Borrower agrees that upon receipt of such notice, it will pay) to the contrary notwithstandingCollateral Agent at the Payment Office such additional amount of cash or Cash Equivalents, to be held as security by the Collateral Agent, as is equal to the aggregate Stated Amount of all Letters of Credit issued for the account of the U.S. Borrower and then outstanding which are participated with Extended Revolving Commitments; (v) direct each Canadian Borrower to pay (and each Canadian Borrower agrees that upon receipt of such notice, it will pay) to the Collateral Agent at the Payment Office such additional amount of cash or Cash Equivalents, to be held as security by the Collateral Agent, as is equal to the aggregate Stated Amount of all Letters of Credit issued for the account of any Canadian Borrower and then outstanding which are participated with Extended Revolving Commitments; (vi) enforce, as Collateral Agent, all of the Liens and security interests created pursuant to the Security Documents; (vii) enforce each Guaranty; and (viii) apply any cash collateral held by the Administrative Agent shallpursuant to Section 5.02 to the repayment of the Obligations and (y) subject to the first proviso in Section 11.03 above and the expiration of the Standstill Period (if applicable), (A) the Administrative Agent, upon the written request of the Required Non-Extending Revolving Lenders, shall by written notice to the U.S. Borrower and the Canadian Borrowers, take any or all of the following actions, without prejudice to the rights of the Administrative Agent, any Lender or the holder of any Note to enforce its claims against any Credit Party: (i) declare the non-Extended Revolving Commitments terminated, whereupon all non-Extended Revolving Commitments of each Lender shall forthwith terminate immediately and any non-Extended Revolving Commitments shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest in respect of all Revolving Loans in respect of non-Extended Revolving Commitments to be forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Credit Party; (iii) terminate any Letter of Credit which may be terminated in accordance with its terms; (iv) direct the U.S. Borrower to pay (and the U.S. Borrower agrees that upon receipt of such notice, it will pay) to the Collateral Agent at the Payment Office such additional amount of cash or Cash Equivalents, to be held as security by the Collateral Agent, as is equal to the aggregate Stated Amount of all Letters of Credit issued for the account of the U.S. Borrower and then outstanding which are participated with non-Extended Revolving Commitments; (v) direct each Canadian Borrower to pay to (and each Canadian Borrower agrees that upon receipt of such notice, it will pay) the Collateral Agent at the Payment Office such additional amount of cash or Cash Equivalents, to be held as security by the Collateral Agent, as is equal to the aggregate Stated Amount of all Letters of Credit issued for the account of any Canadian Borrower and then outstanding which are participated with non-Extended Revolving Commitments; (vi) enforce, as Collateral Agent, all of the Liens and security interests created pursuant to the Security Documents; (vii) enforce each Guaranty; and (viii) apply any cash collateral held by the Administrative Agent pursuant to Section 5.02 to the repayment of the Obligations and (B) the Administrative Agent, upon the written request of the Majority Lenders, rescind and annul any acceleration Lenders in respect of the Loans B Term Loans, shall by written instrument filed with Company; provided that at notice to the time such acceleration is so rescinded U.S. Borrower and annulledthe Canadian Borrowers, take any or all of the following actions, without prejudice to the rights of the Administrative Agent, any Lender or the holder of any Note to enforce its claims against any Credit Party: (Ai) declare the principal of and any accrued interest in respect of all past B Term Loans to be forthwith due interest and principalpayable without presentment, if anydemand, on protest or other notice of any kind, all of which are hereby waived by each Credit Party, (ii) enforce, as Collateral Agent, all of the Loans Liens and all other sums payable under this Agreement and security interests created pursuant to the other Loan Documents shall have been duly paid, Security Documents; (iii) enforce each Guaranty; and (Biv) no other Event apply any cash collateral held by the Administrative Agent pursuant to Section 5.02 to the repayment of Default shall have occurred and be continuing which shall not have been waived in accordance with the provision of Section 12.1 hereofObligations.

Change of Control. There shall occur a A Change of Control. If Control shall occur; then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative AgentAgent may and, at upon the written direction request of the Majority Required Lenders, shall shall, by written notice to Holdings, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case rights of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all the Administrative Agent or any part of Lender to enforce its claims against Holdings and the Commitments to be terminated whereupon the Commitments Borrowers, except as otherwise specifically provided for in this Agreement (or the part thereof so declared) shall forthwith terminateprovided that, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) 11.5 shall occur with respect to Company it will pay) to a Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents as specified in an amount equal to 105% of the Letter of Credit Obligationsclauses (i), to be held as security by Administrative Agent(ii), (iii) and (viv) enforcebelow shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as Administrative Agent, all of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereoncase may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable forthwith without the requirement any other notice of any such acceleration or requestkind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf each Borrower; (iii) terminate any Letter of itself Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrowers to pay (and its Subsidiarieseach Borrower agrees that upon receipt of such notice, any provision or upon the occurrence of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice of any kind. Anything in this Section 10.1 to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and (B) no other an Event of Default shall have occurred specified in Section 11.5 with respect to such Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for such Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and be continuing which shall not have been waived in accordance with the provision of Section 12.1 hereofthen outstanding.

Change of Control. There shall occur a A Change of Control. If Control shall occur; then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative AgentAgent may, at and upon the written direction request of the Majority LendersRequired Banks, shall shall, by written notice to the Borrower, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case rights of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the Commitments to be terminated whereupon the Commitments (Agents, any Bank or the part thereof so declared) shall forthwith terminate, (ii) by written or oral or telephonic notice (in the case holder of oral or telephonic notice confirmed in writing immediately thereafter) any Note to Company declare all or enforce its claims against any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable(provided that, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) 10.05 shall occur with respect to Company it will pay) to the Borrower or Holdings, the result which would occur upon the giving of written notice by the Administrative Agent at to the Payment Office Borrower as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such additional amount of cash or Cash Equivalents notice and the Administrative Agent may exercise the rights specified in an amount equal to 105% of the Letter of Credit Obligations, to be held as security by Administrative Agent, and clause (v) enforce, as Administrative Agent, all of below without the Liens and security interests created pursuant to the Security Documents. In cases giving of any occurrence such notice): (i) declare the Total Commitments terminated, whereupon all Commitments of each Bank shall forthwith terminate immediately and any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereon, Commitment Commission shall forthwith become due and payable forthwith without the requirement any other notice of any such acceleration or requestkind; (ii) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf of itself and its Subsidiaries, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice Party; (iii) terminate any Letter of any kind. Anything Credit, which may be terminated, in this Section 10.1 accordance with its terms; (iv) direct the Borrower to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: pay (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paidBorrower agrees that upon receipt of such notice, and (B) no other or upon the occurrence of an Event of Default shall have occurred specified in Section 10.05 with respect to the Borrower or Holdings, it will pay) to the Collateral Agent at the Payment Office such additional amount of cash, to be held as security by the Collateral Agent, as is equal to the aggregate Stated Amount of all Letters of Credit issued for the account of the Borrower and be continuing which shall not have been waived then outstanding; (v) enforce, as Collateral Agent, any or all of the Liens, security interests and rights created pursuant to the Security Documents; and (vi) apply any cash collateral as provided in accordance with the provision of Section 12.1 hereof4.02.

Change of Control. There shall occur a A Change of ControlControl shall have occurred. If Then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative AgentAgent may with the consent of and, at upon the written direction request of the Majority Lenders, shall shall, by written notice to the Borrower, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case rights of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all the Administrative Agent or any part of Lender to enforce its claims against the Commitments to be terminated whereupon the Commitments (or the part thereof so declared) shall forthwith terminate, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all Borrower or any part of the sums then owing by each other Credit Party hereunder and under the Loan Documents to be forthwith due and payableParty, whereupon all such sums shall become and be immediately due and payable without presentmentexcept as otherwise specifically provided for in this Agreement (provided that, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) 11.5 shall occur with respect to Company it will pay) to the Borrower, the result that would occur upon the giving of written notice by the Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents as specified in an amount equal to 105% of the Letter of Credit Obligationsclauses (a), to be held as security by Administrative Agent, (b) and (vc) enforcebelow shall occur automatically without the giving of any such notice): (a) declare the Total Commitment and Swingline Commitment terminated, whereupon the Commitment of each Lender and the Swingline Lender, as Administrative Agent, all of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereoncase may be, shall forthwith terminate immediately and any fees theretofore accrued shall forthwith become due and payable forthwith without the requirement any other notice of any such acceleration kind; (b) declare the principal of and any accrued interest and fees in respect of any or requestall Loans and any or all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf the Borrower; and/or (c) demand cash collateral in respect of itself and its Subsidiaries, any provision outstanding Letter of this Agreement or any other Loan Document Credit pursuant to Section 3.7(b) in an amount equal to the contrary notwithstandingaggregate Stated Amount of all Letters of Credit issued and then outstanding. In addition, after the occurrence and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice during the continuance of any kind. Anything in this Section 10.1 to an Event of Default, the contrary notwithstanding, Administrative Agent shall, at and the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on the Loans and Lenders will have all other sums payable under this Agreement rights and the other Loan Documents shall have been duly paid, remedies available at law and (B) no other Event of Default shall have occurred and be continuing which shall not have been waived in accordance with the provision of Section 12.1 hereofequity.

Change of Control. There shall occur a A Change of Control. If Control shall occur; then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative AgentAgent shall, at upon the written direction request of the Majority Required Lenders, shall by written notice to the Borrower, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case rights of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all the Administrative Agent or any part of Lender to enforce its claims against the Commitments to be terminated whereupon the Commitments Borrower, except as otherwise specifically provided for in this Agreement (or the part thereof so declared) shall forthwith terminateprovided that, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) 11.5 shall occur with respect to Company it will pay) to the Borrower or any Specified Subsidiary, the result that would occur upon the giving of written notice by the Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents as specified in an amount equal to 105% of the Letter of Credit Obligationsclauses (i), to be held as security by Administrative Agent, (ii) and (viv) enforcebelow shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment terminated, whereupon the Commitments and Swingline Commitment, if any, of each Lender or the Swingline Lender, as Administrative Agent, all of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereoncase may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable forthwith without the requirement any other notice of any such acceleration or requestkind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf the Borrower; (iii) terminate any Letter of itself and Credit that may be terminated in accordance with its Subsidiaries, any provision of this Agreement or any other Loan Document terms; and/or (iv) direct the Borrower to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice of any kind. Anything in this Section 10.1 to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: pay (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paidBorrower agrees that upon receipt of such notice, and (B) no other or upon the occurrence of an Event of Default shall have occurred specified in Section 11.5 with respect to the Borrower or any Specified Subsidiary, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and be continuing which shall not have been waived in accordance with the provision of Section 12.1 hereofthen outstanding.

Change of Control. There shall occur The occurrence of a Change of Control. If Control of any of the foregoing Events of Default shall have occurred and be continuing, Administrative Agent, at the written direction of the Majority Lenders, shall take one or more of the following actions: Guarantors. THEN (i) by written or oral or telephonic notice (upon the occurrence of any Event of Default described in the case of oral foregoing Sections 12.3 or telephonic notice confirmed in writing immediately thereafter) to Company declare 12.4, all or any part of the Commitments to be terminated whereupon the Commitments (or the part thereof so declared) amounts due under this Guaranty shall forthwith terminate, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing automatically become immediately thereafter) to Company declare all or any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice other requirements of any kind, all of which are hereby expressly waived by Company on behalf each of itself the Guarantors, and its Subsidiaries, or (iiiii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any other Event of Default, any of the Beneficiaries shall, by written notice to the Guarantors, declare all of the amounts due under this Guaranty to be, and the same shall forthwith become, due and payable; provided, however, that if any declaration of acceleration under this Guaranty occurs solely because an Event of Default specified set forth in Section 10.1(e) or Section 10.1(f) with respect to Company it will pay) to Administrative Agent at 12.2 has occurred and is continuing, such declaration of acceleration shall be automatically annulled if the Payment Office such additional amount of cash or Cash Equivalents in an amount equal to 105% holders of the Letter indebtedness which are the subject of Credit Obligationssuch Event of Default have rescinded their declaration of acceleration in respect of such indebtedness within thirty days of such acceleration of such indebtedness and the Beneficiaries have received written notice thereof within such time and if no other Event of Default has occurred during such thirty-day period which has not been cured or waived in accordance with this Agreement. Nevertheless, if at any time after acceleration all Events of Default shall be remedied or waived, then the Beneficiaries shall, by written notice to be held as security by Administrative AgentGuarantors rescind and annul the acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Potential Event of Default or impair any right consequent thereon. In addition to the rights and remedies granted to the Beneficiaries pursuant to this Guaranty, the Beneficiaries have the rights and (v) enforce, as Administrative Agent, all of the Liens and security interests created remedies granted to them pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereon, shall become due and payable forthwith without the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of any kind, all of which are expressly waived by Company on behalf of itself and its Subsidiaries, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice of any kind. Anything in this Section 10.1 to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and (B) no other Event of Default shall have occurred and be continuing which shall not have been waived in accordance with the provision of Section 12.1 hereof.

Change of Control. There shall occur If control of Vodafone (other than as a result of a Hive Up) or, following a Hive Up, NewTopco, passes to any person acting either individually or in concert (a “Change of Control. If ”): (a) Vodafone shall, promptly upon becoming aware thereof, notify the Agent who shall inform the Lenders; (b) any Lender may, if it determines that as a result of the foregoing Events Change of Default shall have occurred and Control: (i) the level of its exposure to Vodafone, NewTopco and/or the entity which acquires control of Vodafone or NewTopco, as the case may be continuing, Administrative Agent, at is unacceptably high in each case in the written direction sole opinion of the Majority LendersLender; or (ii) it no longer wishes (in its sole discretion and acting in good faith) to continue lending to Vodafone or NewTopco, shall take as the case may be (whether for relationship, internal policy or any other reason); propose to Vodafone (through the Agent) the revised terms (if any) which it requires in order to continue to participate in the Facilities; and (c) if those revised terms have not been agreed with that Lender (or that Lender is not prepared, for one or more of the reasons set out in paragraph (b)(i) or (ii) above, to continue on any terms) within 30 days of the date of notification in paragraph (a) above (or such longer period as that Lender may agree in writing) then on expiry of 30 days from the date of notification in paragraph (a) above that Lender may by notice to the Agent (which shall promptly inform Vodafone) cancel the whole (but not part only) of such Lender’s Commitments and following actions: service of such notice: (i) by written or oral or telephonic notice (in such Lender’s Commitments shall be cancelled on the case date of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part service of the Commitments to be terminated whereupon the Commitments (notice or the part thereof so declared) shall forthwith terminate, as specified in it; and (ii) by written all such Lender’s outstanding Advances shall be repaid or oral or telephonic notice (in prepaid on the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part last day of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 10.1(e) or Section 10.1(f) with respect to Company it will pay) to Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents in an amount equal to 105% of the Letter of Credit Obligations, to be held as security by Administrative Agentcurrent Term applicable thereto, and (v) enforce, as Administrative Agent, all of the Liens and security interests created pursuant no amount may be outstanding to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereon, shall become due and payable forthwith without the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of any kind, all of which are expressly waived by Company on behalf of itself and its Subsidiaries, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice of any kind. Anything in this Section 10.1 to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and (B) no other Event of Default shall have occurred and be continuing which shall not have been waived in accordance with the provision of Section 12.1 hereofLender thereafter.

Change of Control. There shall occur a A Change of Control. If Control shall occur; then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative Agent, at upon the written direction request of the Majority Required Lenders, shall by written notice to the Borrower, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part rights of the Commitments to be terminated whereupon the Commitments (Administrative Agent, any Lender or the part thereof so declared) shall forthwith terminate, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice holder of any kindNote to enforce its claims against the Borrower (PROVIDED, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiariesthat, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) 10.05 shall occur with respect to Company it will pay) to the Borrower, the result which would occur upon the giving of written notice by the Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents as specified in an amount equal to 105% of the Letter of Credit Obligations, to be held as security by Administrative Agent, clauses (i) and (vii) enforce, as Administrative Agent, all of below shall occur automatically without the Liens and security interests created pursuant to the Security Documents. In cases giving of any occurrence such notice): (i) declare the Total Commitment terminated, whereupon the Commitment of each Lender shall forthwith terminate immediately and any Event of Default described in Section 10.1(e) or Section 10.1(f)Commitment Commission shall become, the Loans, together with accrued interest thereon, shall become forthwith due and payable forthwith without the requirement any other notice of any such acceleration or requestkind; (ii) terminate any Letter of Credit, which may be terminated, in accordance with its terms; (iii) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf of itself and its Subsidiaries, any provision of this Agreement or any other Loan Document the Borrower; (iv) direct the Borrower to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice of any kind. Anything in this Section 10.1 to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: pay (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paidBorrower agrees that upon receipt of such notice, and (B) no other or upon the occurrence of an Event of Default shall have occurred specified in Section 10.05 with respect to the Borrower, it will pay) to the Administrative Agent at the Payment Office such additional amount of cash, to be held as security by the Administrative Agent, as is equal to the aggregate Stated Amount of all Letters of Credit then outstanding; and be continuing which shall not have been waived in accordance with (v) enforce, as Collateral Agent, the provision of Section 12.1 hereofLiens and security interests created pursuant to the Pledge Agreements.

Change of Control. There shall occur a A Change of Control. If Control shall occur; then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative Agent, at may with the written direction consent of the Majority Required Lenders and upon the written request of the Required Lenders, shall by written notice to the Borrower, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case rights of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the Commitments to be terminated whereupon the Commitments (Administrative Agent, any Lender or the part thereof so declared) shall forthwith terminate, (ii) by written or oral or telephonic notice (in the case holder of oral or telephonic notice confirmed in writing immediately thereafter) any Note to Company declare all or enforce its claims against any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable(provided, whereupon all such sums shall become and be immediately due and payable without presentmentthat, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) 10.05 shall occur with respect to Company it will pay) to the Borrower, the result which would occur upon the giving of written notice by the Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents as specified in an amount equal to 105% of the Letter of Credit Obligations, to be held as security by Administrative Agent, clauses (i) and (vii) enforce, as Administrative Agent, all of below shall occur automatically without the Liens and security interests created pursuant to the Security Documents. In cases giving of any occurrence such notice): (i) declare the Total Revolving Loan Commitment terminated, whereupon the Revolving Loan Commitment of each Lender shall forthwith terminate immediately and any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereon, Commitment Fee shall forthwith become due and payable forthwith without the requirement any other notice of any such acceleration or requestkind; (ii) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf of itself and its Subsidiaries, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice Party; (iii) terminate any Letter of any kind. Anything Credit which may be terminated in this Section 10.1 accordance with its terms; (iv) direct the Borrower to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: pay (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paidBorrower agrees that upon receipt of such notice, and (B) no other or upon the occurrence of an Event of Default shall have occurred specified in Section 10.05 with respect to the Borrower, it will pay) to the Collateral Agent at the Payment Office such additional amount of cash or Cash Equivalents, to be held as security by the Collateral Agent, as is equal to the aggregate Stated Amount of all Letters of Credit issued for the account of the Borrower and be continuing which shall not have been waived in accordance with then outstanding; (v) enforce, as Collateral Agent, all Liens, rights and remedies created pursuant to any of the provision Security Documents; and (vi) apply any cash collateral held by the Administrative Agent pursuant to Section 4.02 to the repayment of Section 12.1 hereofthe Obligations.

Change of Control. There shall occur a A Change of Control. If Control shall occur; if any of the foregoing Events Event of Default shall have occurred and be continuing, the Administrative AgentAgent shall, at upon the written direction request of the Majority Required Lenders, shall by written notice to the Borrower, take one or more any of the following actions: (i) by written or oral or telephonic notice (in terminate the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of Commitments, and thereupon the Commitments to be terminated whereupon the Commitments (or the part thereof so declared) shall forthwith terminateterminate immediately, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees require that upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 10.1(e) or Section 10.1(f) with respect to Company it will pay) to Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents in an amount equal to 105% of the Letter of Credit Obligations, to Obligations be held Cash Collateralized as security by Administrative Agent, provided in Section 3.8(b) and (viii) enforce, as Administrative Agent, all declare the principal of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereonand fees in respect of all Loans and all Obligations owing hereunder and thereunder to be, whereupon the same shall become become, forthwith due and payable forthwith without the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf the Borrower without prejudice to the rights of itself and the Administrative Agent or any Lender to enforce its Subsidiariesclaims against the Borrower, any provision of except as otherwise specifically provided for in this Agreement or any other Loan Document (provided that (A) [reserved] (B) if an Event of Default specified in Section 12.5 with respect to the contrary notwithstandingBorrower shall occur, no written notice by the Administrative Agent shall be required and other the Commitments shall automatically terminate and all amounts payable by each Credit Party hereunder in respect of all Loans and all Obligations shall also automatically become immediately forthwith due and payable all without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower). Anything in this Section 10.1 to Notwithstanding the contrary notwithstandingforegoing, during any period during which solely a Financial Performance Covenant Event of Default have occurred and are continuing, the Administrative Agent shallmay with the consent of, and shall at the request of, the Required Revolving Credit Lenders take any of the Majority foregoing actions described in the immediately preceding paragraph solely as they relate to the Revolving Credit Lenders (versus the Lenders), rescind and annul any acceleration of the Revolving Credit Commitments (versus the Commitments), the Revolving Credit Loans by written instrument filed with Company; provided that at (versus the time such acceleration is so rescinded and annulled: (ALoans) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and (B) no other Event Letters of Default shall have occurred and be continuing which shall not have been waived in accordance with the provision of Section 12.1 hereofCredit.

Change of Control. There shall occur Subject to the applicable provisions of the Award Agreement, in the event of a Change of Control. If any of , the foregoing Events of Default Committee shall have occurred and be continuingthe discretion, Administrative Agentexercisable in advance of, at the written direction time of, or (except to the extent otherwise provided below) at any time after, the Change of the Majority LendersControl, shall take one to provide for any or more all of the following actions: (isubject to and upon such terms as the Committee may deem appropriate): (A) by written the Acceleration, in whole or oral in part, of any or telephonic notice all outstanding Options (including Options that are assumed or replaced pursuant to clause (D) below) that are not exercisable in full at the case time the Change of oral or telephonic notice confirmed in writing immediately thereafter) Control, such Acceleration to Company declare all or any part become effective at the time of the Commitments to be terminated whereupon Change of Control, or at such time following the Commitments (Change of Control that the employment, consulting or the part thereof so declared) shall forthwith terminate, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part Board member relationship of the sums then owing by each Credit Party hereunder applicable Optionee or Optionees with the Company and under its Affiliates terminates, or at such other time or times as the Loan Documents to be forthwith due and payableCommittee shall determine; (B) the lapse or termination of the Risk of Forfeiture (including, whereupon all such sums shall become and be immediately due and payable without presentmentlimitation, demand, protest any or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 10.1(e) or Section 10.1(fCompany’s repurchase rights) with respect to Company it will pay) outstanding Awards of Restricted Stock, such lapse or termination to Administrative Agent become effective at the Payment Office time of the Change of Control, or at such additional time following the Change of Control that the employment, consulting or Board member relationship with the Company and its Affiliates of the Participant or Participants that hold such Awards of Restricted Stock (or the person to whom such Awards of Restricted Stock were initially granted) terminates, or at such other time or times as the Committee shall determine; (C) the lapse or termination of the Risk of Forfeiture with respect to any or all outstanding Awards of Restricted Stock Units (including Restricted Stock Units that are assumed or replaced pursuant to clause (D) below), such lapse or termination to become effective at the time of the Change of Control, or at such time following the Change of Control that the employment, consulting or Board member relationship with the Company and its Affiliates of the Participant or Participants that hold such Awards of Restricted Stock Units (or the person to whom such Awards of Restricted Stock Units were initially granted) terminates, or at such other time or times as the Committee shall determine; (D) the assumption of outstanding Options or Restricted Stock Units, or the substitution of outstanding Options or Restricted Stock Units with equivalent options or equivalent restricted stock units, as the case may be, by the acquiring or succeeding corporation or entity (or an affiliate thereof); (E) the termination of all Options (other than Options that are assumed or substituted pursuant to clause (D) above) that remain outstanding at the time of the consummation of the Change of Control, PROVIDED THAT, the Committee shall have made the determination to effect such termination prior to the consummation of the Change of Control and the Committee shall have given, or caused to be given, to all Participants written notice of such potential termination at least five business days prior to the consummation of the Change of Control, and PROVIDED, FURTHER, THAT, if the Committee shall have determined in its sole and absolute discretion that the Corporation make payment or provide consideration to the holders of such terminated Options on account of such termination, which payment or consideration shall be on such terms and conditions as the Committee shall have determined (and which could consist of, in the Committee’s sole and absolute discretion, payment to the applicable Optionee or Optionees of an amount of cash or Cash Equivalents in an amount equal to 105% the difference between the Market Value of the Letter shares of Credit Obligations, to be held as security by Administrative Agent, Common Stock for which the Option is then exercisable and (v) enforce, as Administrative Agent, all of the Liens and security interests created pursuant to aggregate exercise price for such shares under the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(fOption), then the Loans, together with accrued interest thereon, Corporation shall become due and payable forthwith without the requirement of any be required to make such acceleration payment or request, and without presentment, demand, protest or other notice of any kind, all of which are expressly waived by Company on behalf of itself and its Subsidiaries, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice of any kind. Anything in this Section 10.1 to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time provide such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and (B) no other Event of Default shall have occurred and be continuing which shall not have been waived consideration in accordance with the provision terms and conditions so determined by the Committee, otherwise the Corporation shall not be required to make any payment or provide any consideration in connection with, or as a result of, the termination of Options pursuant to the foregoing provisions of this clause (E); or (F) the termination of all Restricted Stock Units (other than Restricted Stock Units that are assumed or substituted pursuant to clause (D) above) that remain outstanding at the time of the consummation of the Change of Control, PROVIDED THAT, if the Committee shall have determined in its sole and absolute discretion that the Corporation make payment or provide consideration to the holders of such terminated Restricted Stock Units on account of such termination, which payment or consideration shall be on such terms and conditions as the Committee shall have determined (and which could consist of, in the Committee’s sole and absolute discretion, payment to the applicable Participant or Participants of an amount of cash equal to the Market Value of the shares of Common Stock subject to the terminated Restricted Stock Units), then the Corporation shall be required to make such payment or provide such consideration in accordance with the terms and conditions so determined by the Committee, otherwise the Corporation shall not be required to make any payment or provide any consideration in connection with, or as a result of, the termination of Restricted Stock Units pursuant to the foregoing provisions of this clause (F). The provisions of this Section 12.1 hereof8.2 shall not be construed as to limit or restrict in any way the Committee’s general authority under Sections 7.1(d) or 7.2(d) hereof to Accelerate Options in whole or in part at any time or to waive or terminate at any time any Risk of Forfeiture applicable to shares of Restricted Stock or Restricted Stock Units. Each outstanding Option or Restricted Stock Unit that is assumed in connection with a Change of Control, or is otherwise to continue in effect subsequent to a Change of Control, will be appropriately adjusted, immediately after the Change of Control, as to the number and class of securities and the price at which it may be exercised in accordance with Section 8.1.

Change of Control. There shall occur a A Change of Control. If Control shall occur; then, and in any event, and at any time thereafter, if an Event of Default occurs and is continuing, the Administrative Agent shall, upon the written request of the foregoing Events of Default shall have occurred and be continuingRequired Lenders, Administrative Agentby written notice to the Borrower, at without prejudice to the written direction rights of the Majority LendersAdministrative Agent or any Lender to enforce its claims against the Borrower, shall take one any or more all of the following actions: , except as otherwise specifically provided for in this Agreement, (i) by written declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or oral or telephonic notice (in the Swingline Lender, as the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the Commitments to be terminated whereupon the Commitments (or the part thereof so declared) may be, shall forthwith terminate, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing terminate immediately thereafter) to Company declare all or and any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be Fees theretofore accrued shall forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or any other notice of any kind, all ; (ii) declare the principal of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 10.1(e) or Section 10.1(f) with respect to Company it will pay) to Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents in an amount equal to 105% of the Letter of Credit Obligations, to be held as security by Administrative Agent, and (v) enforce, as Administrative Agent, all of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereonand fees in respect of all Loans and all Obligations to be, whereupon the same shall become become, forthwith due and payable forthwith without the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf of itself and its Subsidiaries, any provision of this Agreement or any other Loan Document the Borrower to the contrary notwithstanding, and other amounts payable extent permitted by each applicable law; (iii) terminate any Letter of Credit Party hereunder shall also become immediately due and payable all without notice of any kind. Anything that may be terminated in this Section 10.1 accordance with its terms; and/or (iv) direct the Borrower to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: pay (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paidBorrower agrees that upon receipt of such notice, and (B) no other or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Unpaid Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In the case of an Event of Default under Section 11.3(a) in respect of a failure to observe or perform the covenant under Section 10.7, the actions previously described will be permitted to occur only following the expiration of the ability to effectuate the Cure Right; provided that, if an Event of Default specified in Section 11.5 shall have occurred and be continuing which occur with respect to the Borrower, the result that would occur upon the giving of written notice by the Administrative Agent shall not have been waived in accordance with occur automatically without the provision giving of Section 12.1 hereofany such notice.

Change of Control. There shall occur a A Change of Control. If Control shall occur; then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative Agent, at upon the written direction request of the Majority Required Lenders, shall by written notice to the Corporation, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case rights of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the Commitments to be terminated whereupon the Commitments (Agent, any Lender or the part thereof so declared) shall forthwith terminate, (ii) by written or oral or telephonic notice (in the case holder of oral or telephonic notice confirmed in writing immediately thereafter) any Note to Company declare all or enforce its claims against any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable(provided that, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) 10.05 shall occur with respect to Company it will pay) to any Borrower, the result which would occur upon the giving of written notice by the Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents as specified in an amount equal to 105% of the Letter of Credit Obligations, to be held as security by Administrative Agent, clauses (i) and (vii) enforce, as Administrative Agent, all of below shall occur immediately and automatically without the Liens and security interests created pursuant to the Security Documents. In cases giving of any occurrence such notice): (i) declare the Total Commitment terminated, whereupon all Commitments of each Lender shall forthwith terminate immediately and any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereon, Facility Fee shall forthwith become due and payable forthwith without the requirement any other notice of any such acceleration or requestkind; (ii) declare the principal of, the Face Amount of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder (including Unpaid Drawings) and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf of itself and its Subsidiaries, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by each Credit Party; (iii) terminate any Letter of Credit which may be terminated in accordance with its terms; (iv) direct the relevant Account Party hereunder shall also become immediately due and payable all without notice of any kind. Anything in this Section 10.1 to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: pay (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paidrelevant Account Party agrees that upon receipt of such notice, and (B) no other or upon the occurrence of an Event of Default shall have occurred specified in Section 10.05 with respect to any Account Party, it will pay) to the Administrative Agent at the appropriate Payment Office such additional amount of cash (in the respective currency in which such Letter of Credit is denominated), to be held as security by the Administrative Agent for the respective Account Party’s reimbursement obligations in respect of Letters of Credit then outstanding, as is equal to the aggregate Stated Amount of all Letters of Credit then outstanding issued for the account of such Account Party; (v) apply any cash collateral held pursuant to Section 4.02 to the repayment of the Obligations; and (vi) direct the appropriate Alternate Currency Revolving Loan Borrower to pay (and each Alternate Currency Revolving Loan Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 10.05 with respect to any Borrower, it will pay) to the Administrative Agent (without duplication) all amounts required to be continuing which shall not have been waived in accordance with the provision paid pursuant to clause (j) of Section 12.1 hereofSchedule III.

Change of Control. There shall occur (a) In the event of a Change of ControlControl of the Company, as defined below, the benefits under Section 3 shall become fully vested and shall be paid immediately to the Participant in the form of a single sum as determined in Section 3.3. (b) In the event it shall be determined that any payment or distribution by the Company (a "Payment") to or for the benefit of the Participant (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments (as defined below) required under this Section 7.1) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (including any successor to such statute of like import), or any interest or penalties are incurred by the Participant with respect to such excise tax ( such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), the Company shall make an additional payment (a "Gross-up Payment") to the Participant in an amount such that after payment by the Participant of the Excise Tax and all taxes (including additional Excise Tax, income taxes, and any interest and penalties imposed with respect to income taxes, all as imposed on the Gross-up Payment), the Participant retains an amount equal to the Gross Up Payment. (c) For purposes of this Section 7.1, the proper amounts, if any, of the Excise Tax and the Gross-up Payment shall be determined in the first instance by the Company. If Within 45 days of being provided with written notice of any such determination, the Participant may provide written notice to the Chairman of the Committee of any disagreement, in which event the amounts, if any, of the Excise Tax and Gross-up Payment shall be determined by independent tax counsel selected by the Company's independent auditors. The determination of the Company (or, in the event of disagreement, the tax counsel selected) shall be final; provided, however, (i) that the Company shall provide the Participant with such further Gross-up Payment as may be necessary to hold him harmless from the Excise Tax if the Participant notifies the Chairman of the Committee of any proposed audit adjustment by the Internal Revenue Service to the amount of the Excise Tax, and fully cooperates with the Company in contesting the proposed adjustment, but is ultimately required to pay an additional Excise Tax amount; and (ii) that in no event shall the Excise Tax for which the Company is required to make a Gross-up Payment include any interest or penalties resulting from the failure of the Participant to report and pay by the time prescribed by law an amount of Excise Tax at least equal to that determined by the Company (or, if relevant, tax counsel) as the basis for prior Gross-up Payment(s) made to the Participant. 7.2 For purposes of this Section 7, a Change of Control shall be deemed to have occurred if (i) anyone other than Pro-Fac Cooperative, Inc. or any of its affiliates, including a "group" (as defined in Section 13(d)(3) of the Securities and Exchange Act of 1934 (the "1934 Act") becomes the "beneficial owner" (within the meaning of Section 13(d)(3) under the ▇▇▇▇ ▇▇▇) of a majority of the common stock of the Company; or (ii) the Company is a party to a merger, consolidation, or other business combination in which it is not the surviving corporation, or sells or transfers all or a major portion of its assets to any other person (any of the foregoing Events of Default shall have occurred and be continuing, Administrative Agent, at the written direction of the Majority Lenders, shall take one or more of the following actions: (i) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the Commitments to be terminated whereupon the Commitments (or the part thereof so declared) shall forthwith terminate, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, constituting a "Business Combination"); or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such noticeas a result of, or upon the occurrence in connection with, any cash tender or exchange offer, purchase of stock, Business Combination, or contested election, or any Event of Default specified in Section 10.1(e) or Section 10.1(f) with respect to Company it will pay) to Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents in an amount equal to 105% combination of the Letter of Credit Obligations, to be held as security by Administrative Agent, and foregoing transactions (v) enforce, as Administrative Agent, all of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(fa "Transaction"), the Loans, together with accrued interest thereon, persons who were directors of the Company before the Transaction shall become due and payable forthwith without cease to constitute a majority of the requirement Board of any such acceleration or request, and without presentment, demand, protest or other notice Directors of any kind, all of which are expressly waived by the Company on behalf of itself and its Subsidiaries, any provision of this Agreement or any other Loan Document to Successor Corporation. "Successor Corporation" means the contrary notwithstandingsurviving, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice resulting or transferee corporation in a Business Combination, or if such corporation is a direct or indirect subsidiary of any kind. Anything in this Section 10.1 to another corporation, the contrary notwithstandingparent corporation of such surviving, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and (B) no other Event of Default shall have occurred and be continuing which shall not have been waived in accordance with the provision of Section 12.1 hereofresulting or transferee corporation.

Change of Control. There shall occur a occurs any Change of Control. If ; then, and in every such event (other than an event with respect to the Borrower described in subsection (f) above), and at any time thereafter during the continuance of such event, the foregoing Events of Default shall have occurred and be continuing, Administrative Agent, at the written direction request of the Majority Required Lenders, shall shall, by notice to the Borrower, take one either or more both of the following actions, at the same or different times: (i) by written or oral or telephonic notice (in declare the case commitment of oral or telephonic notice confirmed in writing immediately thereafter) each Lender to Company declare all or make Loans and any part obligation of the Commitments L/C Issuer to make L/C Credit Extensions to be terminated terminated, whereupon the Commitments (or the part thereof so declared) such commitments and obligation shall forthwith terminate, be terminated; (ii) by written declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or oral payable hereunder or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or under any part of the sums then owing by each Credit Party hereunder and under the other Loan Documents Document to be forthwith immediately due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 10.1(e) or Section 10.1(f) with respect to Company it will pay) to Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents in an amount equal to 105% of the Letter of Credit Obligations, to be held as security by Administrative Agent, and (v) enforce, as Administrative Agent, all of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereon, shall become due and payable forthwith without the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by Company the Borrower; (iii) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (iv) exercise on behalf of itself and its Subsidiariesthe Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable law; provided, however, that upon the occurrence of any provision event specified in subsection (f) above, the obligation of this Agreement or each Lender to make Loans and any other Loan Document obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the contrary notwithstanding, unpaid principal amount of all outstanding Loans and all interest and other amounts payable by each Credit Party hereunder as aforesaid shall also automatically become immediately due and payable all payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without notice further act of any kind. Anything in this Section 10.1 to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul or any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and (B) no other Event of Default shall have occurred and be continuing which shall not have been waived in accordance with the provision of Section 12.1 hereofLender.

Change of Control. There shall occur a A Change of Control. If Control shall occur; then, and in every such event set forth in Sections 11.01 through and including 11.09 at such time, and at any time thereafter during the continuance of any such event, any or all of the foregoing Events following actions may be taken: if any Event of Default shall have occurred and then be continuing, the Administrative Agent, at upon the written direction request of the Majority Required Lenders, shall by written notice to the Borrower, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part rights of the Commitments to be terminated whereupon the Commitments (Administrative Agent, any Lender or the part thereof so declared) shall forthwith terminate, (ii) by written or oral or telephonic notice (in the case holder of oral or telephonic notice confirmed in writing immediately thereafter) any Note to Company declare all or enforce its claims against any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable(provided that, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) 11.05 shall occur with respect to Company it will pay) to the Borrower, the result which would occur upon the giving of written notice by the Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents as specified in an amount equal to 105% of the Letter of Credit Obligations, to be held as security by Administrative Agent, clauses (i) and (vii) enforce, as Administrative Agent, all of below shall occur automatically without the Liens and security interests created pursuant to the Security Documents. In cases giving of any occurrence such notice): (i) declare the Total Commitment terminated, whereupon all Commitments of each Lender shall forthwith terminate immediately and any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereon, Unused Commitment Fee shall forthwith become due and payable forthwith without the requirement any other notice of any such acceleration or requestkind; (ii) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf of itself and its Subsidiaries, any provision of this Agreement or any other Loan Document (to the contrary notwithstanding, and other amounts payable extent permitted by applicable law) by each Credit Party hereunder shall also become immediately due and payable all without notice Party; (iii) terminate any Letter of any kind. Anything Credit which may be terminated in this Section 10.1 accordance with its terms; (iv) direct the Borrower to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: pay (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paidBorrower agrees that upon receipt of such notice, and (B) no other or upon the occurrence of an Event of Default shall have occurred specified in Section 11.05 with respect to the Borrower, it will pay) to the Collateral Trustee at the Payment Office such additional amount of cash or Cash Equivalents, to be held as security by the Collateral Trustee, as is equal to the aggregate Stated Amount of all Letters of Credit issued for the account of the Borrower and be continuing which shall not have been waived then outstanding; (v) enforce, as Collateral Trustee, all of the Liens and security interests created pursuant to the Security Documents in accordance with the provision terms therein; (vi) enforce the guarantees of the Subsidiary Guarantors under the Guarantee and Collateral Agreement in accordance with the terms therein; and (vii) apply any cash collateral held by the Administrative Agent pursuant to Section 12.1 hereof5.02 to the repayment of the Obligations.

Change of Control. There shall occur (a) Upon the occurrence of a Change of Control. If any of the foregoing Events of Default , each holder shall have occurred and be continuing, Administrative Agent, at the written direction of right to require the Majority Lenders, shall take one or more of the following actions: (i) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) Company to Company declare repurchase all or any part of the Commitments such holder’s Notes at a purchase price in cash equal to be terminated whereupon the Commitments (or the part thereof so declared) shall forthwith terminate, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part 101% of the sums then owing by each Credit Party hereunder principal amount thereof, plus accrued and under unpaid interest, if any, to, but excluding, the Loan Documents date of repurchase (subject to be forthwith the right of the holders of record on the relevant Record Date to receive interest due and payableon the relevant Interest Payment Date), whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its termsthe terms contemplated in this Section 4.08; provided, (iv) direct Company to pay (and Company agrees however, that upon receipt of such notice, or upon notwithstanding the occurrence of a Change of Control, the Company shall not be obligated to purchase any Event of Default specified in Section 10.1(e) or Section 10.1(f) with respect to Company it will pay) to Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents in an amount equal to 105% of the Letter of Credit Obligations, to be held as security by Administrative Agent, and (v) enforce, as Administrative Agent, all of the Liens and security interests created Notes pursuant to this Section 4.08 in the Security Documentsevent that it has previously or concurrently exercised its right to redeem such Notes in accordance with Article III of this Indenture. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereon, shall become due and payable forthwith without the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of any kind, all of which are expressly waived by Company on behalf of itself and its Subsidiaries, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice of any kind. Anything in this Section 10.1 to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided event that at the time of such acceleration is so rescinded and annulledChange of Control, the terms of the Bank Indebtedness restrict or prohibit the repurchase of Notes pursuant to this Section 4.08, then prior to the mailing of the notice to the holders provided for in Section 4.08(b) but in any event within 30 days following any Change of Control, the Company shall: (Ai) repay in full all past due interest and principalBank Indebtedness or, if anydoing so will allow the purchase of Notes, offer to repay in full all Bank Indebtedness and repay the Bank Indebtedness of each lender and/or noteholder who has accepted such offer; or (ii) obtain the requisite consent under the agreements governing the Bank Indebtedness to permit the repurchase of the Notes as provided for in Section 4.08(b). (b) Within 30 days following any Change of Control, except to the extent that the Company has exercised its right to redeem the Notes in accordance with Article III of this Indenture, the Company shall mail, or deliver electronically if held by DTC, a notice (a “Change of Control Offer”) to each holder with a copy to the Trustee stating: (i) that a Change of Control has occurred and that such holder has the right to require the Company to repurchase such holder’s Notes at a repurchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of repurchase (subject to the right of the holders of record on the Loans relevant Record Date to receive interest on the relevant Interest Payment Date); (ii) the circumstances and relevant facts and financial information regarding such Change of Control; (iii) the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); and (iv) the instructions determined by the Company, consistent with this Section 4.08, that a holder must follow in order to have its Notes purchased. (c) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Company at the address specified in the notice at least three Business Days prior to the purchase date. The holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth the name of the holder, the principal amount of the Note which was delivered for purchase by the holder and a statement that such holder is withdrawing its election to have such Note purchased. Holders whose Notes are purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered. (d) On the purchase date, all other sums payable Notes purchased by the Company under this Agreement Section 4.08 shall be delivered to the Trustee for cancellation, and the other Loan Documents Company shall have been duly paidpay the purchase price plus accrued and unpaid interest to, but excluding, the date of repurchase, to the holders entitled thereto. (e) A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. (Bf) no other Event Notwithstanding the foregoing provisions of Default shall have occurred and be continuing which this Section 4.08, the Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer. (g) Notes repurchased by the Company pursuant to a Change of Control Offer will have been waived the status of Notes issued but not outstanding or will be retired and canceled at the option of the Company. Notes purchased by a third party pursuant to the preceding clause (f) will have the status of Notes issued and outstanding. (h) At the time the Company delivers Notes to the Trustee which are to be accepted for purchase, the Company shall also deliver an Officers’ Certificate stating that such Notes are to be accepted by the Company pursuant to and in accordance with the provision terms of this Section 4.08. A Note shall be deemed to have been accepted for purchase at the time the Trustee, directly or through an agent, mails or delivers payment therefor to the surrendering holder. (i) Prior to any Change of Control Offer, the Company shall deliver to the Trustee an Officers’ Certificate stating that all conditions precedent contained herein to the right of the Company to make such offer have been complied with. (j) The Company shall comply, to the extent applicable, with the requirements of Section 12.1 hereof14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.08, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section by virtue thereof. (k) If holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as described above, purchases all of the Notes validly tendered and not withdrawn by such holders, the Company or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to, but excluding, the date of redemption. Any such redemption shall be effected pursuant to Article III.

Change of Control. There shall occur a occurs any Change of Control. If any Control of the foregoing Events Company; then, and in every such event (other than an event with respect to any Borrower or any Material Subsidiary described in subsection (f) above), and at any time thereafter during the continuance of Default shall have occurred and be continuingsuch event, the Administrative Agent, at the written direction request of the Majority Required Lenders, shall shall, by notice to the Company, take one or more any of the following actions, at the same or different times: (i) by written or oral or telephonic notice (in declare the case commitment of oral or telephonic notice confirmed in writing immediately thereafter) each Lender to Company declare all or make Loans and any part obligation of the Commitments L/C Issuers to make L/C Credit Extensions to be terminated terminated, whereupon the Commitments (or the part thereof so declared) such commitments and obligation shall forthwith terminate, be terminated; (ii) by written declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or oral payable hereunder or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or under any part of the sums then owing by each Credit Party hereunder and under the other Loan Documents Document to be forthwith immediately due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 10.1(e) or Section 10.1(f) with respect to Company it will pay) to Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents in an amount equal to 105% of the Letter of Credit Obligations, to be held as security by Administrative Agent, and (v) enforce, as Administrative Agent, all of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereon, shall become due and payable forthwith without the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by Company the Borrowers; (iii) require that the Borrowers Cash Collateralize the L/C Exposure (in an amount equal to the then Outstanding Amount thereof); and (iv) exercise on behalf of itself and its Subsidiariesthe Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable law; provided, however, that upon the occurrence of any provision of this Agreement event specified in subsection (f) above with respect to any Borrower or any other Loan Document Material Subsidiary, the obligation of each Lender to make Loans and any obligation of the contrary notwithstandingL/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts payable by each Credit Party hereunder as aforesaid shall also automatically become immediately due and payable all payable, and the obligation of the Borrowers to Cash Collateralize the L/C Exposure as aforesaid shall automatically become effective, in each case without notice further act of any kind. Anything in this Section 10.1 to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul or any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and (B) no other Event of Default shall have occurred and be continuing which shall not have been waived in accordance with the provision of Section 12.1 hereofLender.

Change of Control. There shall occur a A Change of ControlControl shall have occurred. If Then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative AgentAgent may and, at upon the written direction request of the Majority Lenders, shall shall, by written notice to the Borrower, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case rights of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all the Administrative Agent or any part of Lender to enforce its claims against the Commitments to be terminated whereupon the Commitments (or the part thereof so declared) shall forthwith terminate, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all Borrower or any part of the sums then owing by each other Credit Party hereunder and under the Loan Documents to be forthwith due and payableParty, whereupon all such sums shall become and be immediately due and payable without presentmentexcept as otherwise specifically provided for in this Agreement (provided that, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) with respect to Company it will pay) to 11.5 shall occur, the result that would occur upon the giving of written notice by the Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents as specified in an amount equal to 105% of the Letter of Credit Obligationsclauses (a), to be held as security by Administrative Agent, (b) and (vc) enforce, as Administrative Agent, all of below shall occur automatically without the Liens and security interests created pursuant to the Security Documents. In cases giving of any occurrence such notice): (a) declare the Total Commitment terminated, whereupon the Commitment of each Lender shall forthwith terminate immediately and any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with fees theretofore accrued interest thereon, shall forthwith become due and payable forthwith without the requirement any other notice of any such acceleration kind; (b) declare the principal of and any accrued interest and fees in respect of any or requestall Loans and any or all Obligations owing hereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf the Borrower; and/or (c) demand cash collateral in respect of itself and its Subsidiaries, any provision outstanding Letter of this Agreement or any other Loan Document Credit pursuant to Section 3.8(b) in an amount equal to the contrary notwithstandingaggregate Stated Amount of all Letters of Credit issued and then outstanding. In addition, after the occurrence and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice during the continuance of any kind. Anything in this Section 10.1 to an Event of Default, the contrary notwithstanding, Administrative Agent shall, at and the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on the Loans and Lenders will have all other sums payable under this Agreement rights and the other Loan Documents shall have been duly paid, remedies available at law and (B) no other Event of Default shall have occurred and be continuing which shall not have been waived in accordance with the provision of Section 12.1 hereofequity.

Change of Control. There shall occur Notwithstanding anything to the contrary in the Plan or this Agreement, in the event of a Change of Control. If , the treatment of the PSUs in connection with such Change of Control shall be as set forth in Exhibit A. For greater certainty for the purpose of this Agreement and the Plan, the date on which the employment of the Grantee is terminated without Cause or pursuant to voluntary resignation shall be deemed to be the last day the Grantee actively works in the business of the Company, any of the foregoing Events its subsidiaries or any of Default shall have occurred and be continuing, Administrative Agent, at the written direction of the Majority Lenders, shall take one its Affiliates (or more of the following actions: (i) by written or oral or telephonic notice (in the case of oral an alleged constructive dismissal, the date on which the alleged constructive dismissal is alleged to have occurred), and not during or telephonic as of the end of any period following such date during which the Grantee is in receipt of, or entitled to receive, statutory, contractual or common law notice confirmed in writing immediately thereafter) to Company declare all of termination or any part of the Commitments to be terminated whereupon the Commitments (or the part thereof so declared) shall forthwith terminate, (ii) by written or oral or telephonic notice (compensation in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt lieu of such notice, or upon the occurrence of any Event of Default specified in Section 10.1(e) or Section 10.1(f) with respect to Company it will pay) to Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents in an amount equal to 105% of the Letter of Credit Obligations, to be held as security by Administrative Agent. Further, and (v) enforce, as Administrative Agent, all of notwithstanding the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereon, shall become due and payable forthwith without the requirement of any such acceleration or requestabove, and without presentment, demand, protest or other notice for greater certainty for the purposes of any kind, all of which are expressly waived by Company on behalf of itself and its Subsidiaries, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice of any kind. Anything in this Section 10.1 to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paidPlan, if the Grantee’s employment is terminated by the Company, any of its subsidiaries or any of its Affiliates and prior thereto, concurrently therewith or immediately thereafter the Grantee commences employment with the Company, any of its subsidiaries or any of its Affiliates, as the case may be, the Grantee will not cease to be an “Eligible Person” and the vesting of the PSUs will not change as a result of such event. Further, and (B) notwithstanding the above, the Board of Directors may at its discretion accelerate the vesting of the PSUs, provided that the Board of Directors determines that such acceleration is appropriate and in the best interest of the Company in the circumstances and it is agreed and acknowledged that there is no other Event obligation on the Board of Default Directors to exercise such discretion nor shall have occurred and the Board of Directors be continuing which shall not have been waived in accordance with the provision required to provide reasons for exercise or non-exercise of Section 12.1 hereofsuch discretion.

Change of Control. There shall occur a A Change of Control. If Control shall occur; then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative Agent, at upon the written direction request of the Majority Required Lenders, shall by written notice to the US Company, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part rights of the Commitments to be terminated whereupon the Commitments (Administrative Agent, any Lender or the part thereof so declared) shall forthwith terminate, (ii) by written or oral or telephonic notice (in the case holder of oral or telephonic notice confirmed in writing immediately thereafter) any Note to Company declare all or enforce its claims against any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable(provided that, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) 11.07 or Section 10.1(f) 11.08 shall occur with respect to Company it will pay) to any Credit Party, the result which would occur upon the giving of written notice by the Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents as specified in an amount equal to 105% of the Letter of Credit Obligations, to be held as security by Administrative Agent, clauses (a) and (vb) enforcebelow, as Administrative Agent, all of shall occur automatically without the Liens and security interests created pursuant to the Security Documents. In cases giving of any occurrence such notice): (a) declare the Total Revolving Loan Commitment terminated, whereupon the Revolving Loan Commitment of each Lender shall forthwith terminate immediately and any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereon, Commitment Commission shall forthwith become due and payable forthwith without the requirement any other notice of any such acceleration or requestkind; (b) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf of itself and its Subsidiaries, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice Party; (c) terminate any Letter of any kind. Anything Credit which may be terminated in this Section 10.1 accordance with its terms; (d) direct the Borrowers to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: pay (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paidBorrowers jointly and severally agree that upon receipt of such notice, and (B) no other or upon the occurrence of an Event of Default shall have occurred specified in Section 11.07 or Section 11.08 with respect to any Borrower, they will pay) to the Collateral Agent at the Payment Office such additional amount of cash or Cash Equivalents, to be held as security by the Collateral Agent, as is equal to the aggregate Stated Amount of all Letters of Credit issued for the account of the Borrowers and be continuing which shall not have been waived then outstanding; (e) enforce, in accordance with its capacity as Administrative Agent or as Collateral Agent, all of the provision Liens and security interests created pursuant to the Security Documents; and (f) apply any cash collateral held by the Administrative Agent pursuant to Section 5.02 to the repayment of Section 12.1 hereof.the Obligations

Change of Control. There shall occur a A Change of ControlControl shall occur. If then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative AgentAgent may and, at upon the written direction request of the Majority Lenders, shall shall, by written notice to the Borrower, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case rights of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all the Administrative Agent or any part of Lender to enforce its claims against the Commitments to be terminated whereupon the Commitments (or the part thereof so declared) shall forthwith terminate, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all Borrower or any part of the sums then owing by each other Credit Party hereunder and under the Loan Documents to be forthwith due and payableParty, whereupon all such sums shall become and be immediately due and payable without presentmentexcept as otherwise specifically provided for in this Agreement (provided that, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) 11.5 shall occur with respect to Company it will pay) to the Borrower, the result that would occur upon the giving of written notice by the Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents as specified in an amount equal to 105% of the Letter of Credit Obligationsclauses (a), to be held as security by Administrative Agent, (b) and (vd) enforce, as Administrative Agent, all of below shall occur automatically without the Liens and security interests created pursuant to the Security Documents. In cases giving of any occurrence such notice): (a) declare the Total Commitment terminated, whereupon the Commitment of each Lender shall forthwith terminate immediately and any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with fees theretofore accrued interest thereon, shall forthwith become due and payable forthwith without the requirement any other notice of any such acceleration kind; (b) declare the principal of and any accrued interest and fees in respect of any or requestall Loans and any or all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf the Borrower; (c) terminate any Letter of itself Credit that may be terminated in accordance with its terms; and/or (d) direct the Borrower to pay (and its Subsidiariesthe Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In addition, after the occurrence and during the continuance of an Event of Default, the Administrative Agent and the Lenders will have all other rights and remedies available at law and equity. Any amount received by the Administrative Agent or the Collateral Agent from any provision Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any other Loan Document Event of Default with respect to the contrary notwithstandingBorrower under Section 11.5 shall be applied: (i) first, to payment or reimbursement of that portion of the Obligations constituting fees, expenses and other amounts indemnities payable by to the Administrative Agent and/or Collateral Agent in each Credit Party hereunder shall also become immediately Person’s capacity as such; (ii) second, to the Secured Parties, an amount equal to all Obligations due and payable all owing to them on the date of distribution and, if such moneys shall be insufficient to pay such amounts in full, then ratably (without notice priority of any kind. Anything one over any other) to such Secured Parties in this Section 10.1 proportion to the contrary notwithstandingunpaid amount thereof; and (iii) third, Administrative Agent shallpro rata to any other Obligations then due and owing; and (iv) fourth, at the request any surplus then remaining, after all of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: (A) all past Obligations then due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paidindefeasibly paid in full in cash, and (B) no other Event shall be paid to the Borrower or its successors or assigns or to whomever may be lawfully entitled to receive the same or as a court of Default shall have occurred and be continuing which shall not have been waived in accordance with the provision of Section 12.1 hereofcompetent jurisdiction may award.

Change of Control. There shall occur a A Change of Control. If Control shall occur; then and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative Agent, at upon the written direction request of the Majority Required Lenders, shall by written notice to the Borrower, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part rights of the Commitments to be terminated whereupon the Commitments (Administrative Agent, any Lender or the part thereof so declared) shall forthwith terminate, (ii) by written or oral or telephonic notice (in the case holder of oral or telephonic notice confirmed in writing immediately thereafter) any Note to Company declare all or enforce its claims against any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable(provided that, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) 11.05 shall occur with respect to Company it will pay) to the Borrower, the result which would occur upon the giving of written notice by the Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents as specified in an amount equal to 105% of the Letter of Credit Obligations, to be held as security by Administrative Agent, clauses (i) and (vii) enforce, as Administrative Agent, all of below shall occur automatically without the Liens and security interests created pursuant to the Security Documents. In cases giving of any occurrence such notice): (i) declare the Revolving Commitments terminated, whereupon all Commitments of each Lender shall forthwith terminate immediately; (ii) declare the principal of and any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereonin respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become become, forthwith due and payable forthwith without the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf of itself and its Subsidiaries, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due Party; (iii) enforce, or instruct the Collateral Agent to enforce, all of the Liens and payable all without notice of any kind. Anything in this Section 10.1 security interests created pursuant to the contrary notwithstandingSecurity Documents; (iv) enforce each Guaranty; (v) terminate, reduce or condition any Revolving Commitment, or make any adjustment to the Borrowing Base; and (vi) require the Credit Parties to Cash Collateralize LC Obligations, and, if the Credit Parties fail promptly to deposit such Cash Collateral, the Administrative Agent shallmay (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Revolving Loans (whether or not an Overadvance exists or is created thereby, at or the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and (B) no other Event of Default shall have occurred and be continuing which shall not have been waived conditions in accordance with the provision of Section 12.1 hereof7.01 are satisfied).

Change of Control. There shall occur a A Change of Control. If Control shall occur; then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative AgentAgent shall, at upon the written direction request of the Majority Required Lenders, shall by written notice to the Borrower, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case rights of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all the Administrative Agent or any part of Lender to enforce its claims against the Commitments to be terminated whereupon the Commitments Borrower, except as otherwise specifically provided for in this Agreement (or the part thereof so declared) shall forthwith terminateprovided that, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) 11.5 shall occur with respect to Company it will pay) to the Borrower, the result that would occur upon the giving of written notice by the Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents as specified in an amount equal to 105% of the Letter of Credit Obligationsclauses (i), to be held as security by Administrative Agent, (ii) and (viv) enforce, as Administrative Agent, all of below shall occur automatically without the Liens and security interests created pursuant to the Security Documents. In cases giving of any occurrence such notice): (i) declare the Total Revolving Credit Commitment terminated, whereupon the Revolving Credit Commitments, if any, of each Lender shall forthwith terminate immediately and any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with Fees theretofore accrued interest thereon, shall forthwith become due and payable forthwith without the requirement any other notice of any such acceleration or requestkind; (ii) declare the principal of and any accrued interest in respect of all Loans and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf the Borrower; (iii) terminate any Letter of itself and Credit that may be terminated in accordance with its Subsidiaries, any provision of this Agreement or any other Loan Document terms; and/or (iv) direct the Borrower to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice of any kind. Anything in this Section 10.1 to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: pay (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paidBorrower agrees that upon receipt of such notice, and (B) no other or upon the occurrence of an Event of Default shall have occurred specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and be continuing which shall not have been waived in accordance with the provision of Section 12.1 hereofthen outstanding.

Change of Control. There shall occur a A Change of Control. If Control shall occur; then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative Agent, at upon the written direction request of the Majority Required Lenders, shall by written notice to the Borrower, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part rights of the Commitments to be terminated whereupon the Commitments (Administrative Agent, any Lender or the part thereof so declared) shall forthwith terminate, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice holder of any kindNote to enforce its claims against the Borrower (provided, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiariesthat, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) 10.05 shall occur with respect to Company it will pay) to the Borrower, the result which would occur upon the giving of written notice by the Administrative Agent at to the Payment Office such additional amount of cash or Cash Equivalents Borrower as specified in an amount equal to 105% of the Letter of Credit Obligations, to be held as security by Administrative Agent, clauses (i) and (vii) enforce, as Administrative Agent, all of below shall occur automatically without the Liens and security interests created pursuant to the Security Documents. In cases giving of any occurrence such notice): (i) declare the Total Commitment terminated, whereupon all Commitments of each Lender shall forthwith terminate immediately and any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereon, Commitment Commission shall forthwith become due and payable forthwith without the requirement any other notice of any such acceleration or requestkind; (ii) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf of itself and its Subsidiaries, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice Party; (iii) terminate any Letter of any kind. Anything Credit which may be terminated, in this Section 10.1 accordance with its terms; (iv) direct the Borrower to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: pay (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paidBorrower agrees that upon receipt of such notice, and (B) no other or upon the occurrence of an Event of Default shall have occurred specified in Section 10.05 with respect to the Borrower, it will pay) to the Collateral Agent at the Payment Office such additional amount of cash, to be held as security by the Collateral Agent, as is equal to the aggregate Stated Amount of all Letters of Credit issued for the account of the Borrower and be continuing which shall not have been waived in accordance with then outstanding; (v) enforce, as Collateral Agent, all of the provision Liens and security interests created pursuant to the Security Documents; and (vi) apply any cash collateral held by the Administrative Agent pursuant to Section 4.02 to the repayment of Section 12.1 hereofthe Obligations.

Change of Control. There shall occur a A Change of Control. If Control shall occur; then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative Agent, at upon the written direction request of the Majority Required Lenders, shall by written notice to the Borrower, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case rights of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the Commitments to be terminated whereupon the Commitments (Agent, any Lender or the part thereof so declared) shall forthwith terminate, (ii) by written or oral or telephonic notice (in the case holder of oral or telephonic notice confirmed in writing immediately thereafter) any Note to Company declare all or enforce its claims against any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable(provided that, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) 10A.05 shall occur with respect to Company it will pay) to the Borrower, the result which would occur upon the giving of written notice by the Administrative Agent at to the Payment Office such additional amount of cash or Cash Equivalents Borrower as specified in an amount equal to 105% of the Letter of Credit Obligations, to be held as security by Administrative Agent, clauses (i) and (vii) enforcebelow shall occur automatically without the giving of any such notice): (i) declare the Total Commitments terminated, as Administrative Agent, whereupon all of the Liens Commitments of each Lender shall forthwith terminate immediately and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereon, Commitment Commission shall forthwith become due and payable forthwith without the requirement any other notice of any such acceleration or requestkind; (ii) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf of itself and its Subsidiaries, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice Party; (iii) terminate any Letter of any kind. Anything Credit which may be terminated in this Section 10.1 accordance with its terms; (iv) direct the Borrower to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: pay (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paidBorrower agrees that upon receipt of such notice, and (B) no other or upon the occurrence of an Event of Default shall have occurred specified in Section 10A.05 with respect to the Borrower, it will pay) to the Collateral Agent at the Administrative Agent’s Office such additional amount of cash, to be held as security by the Collateral Agent, as is equal to the aggregate Stated Amount of all Letters of Credit then outstanding; (v) enforce, as Collateral Agent, all of the Liens and be continuing which shall not have been waived in accordance with security interests created pursuant to the provision Security Documents; and (vi) apply any cash collateral held by the Administrative Agent pursuant to Section 4.02 to the repayment of Section 12.1 hereofthe Obligations.

Change of Control. There shall occur The occurrence of a Change of Control. If ; then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative Agent, at upon the written direction or telex request of the Majority Required Lenders, shall shall, by written notice to the Company, take one any or more all of the following actions, without prejudice to the rights of the Administrative Agent, any Lender or the holder of any Note, to enforce its claims against the Company: (ia) by written or oral or telephonic notice (in declare the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the Commitments to be terminated Revolving Credit Commitment and other lending obligations, if any, terminated, whereupon the Commitments Revolving Credit Commitment and other lending obligations, if any, of each Lender shall terminate immediately; or (or b) declare the part thereof so declared) shall forthwith terminate, (ii) by written or oral or telephonic notice (in the case entire principal amount of oral or telephonic notice confirmed in writing immediately thereafter) and all accrued interest on all Lender Indebtedness then outstanding to Company declare all or any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payablebe, whereupon all such sums the same shall become and be immediately become, forthwith due and payable without presentment, demand, protest, notice of protest or dishonor, notice of acceleration, notice of intent to accelerate or other notice of any kind, all of which are hereby expressly waived by Company on behalf of itself the Company, and its Subsidiariesthereupon take such action as it may deem desirable under and pursuant to the Financing Documents; provided, or (iii) terminate any Letter of Credit in accordance with its termsthat, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) with respect to Company it will pay) to 7.8 shall occur, the result which would occur upon the giving of written notice by the Administrative Agent at to the Payment Office Company, as specified in clauses (a) and (b) above, shall occur automatically without the giving of any such additional amount of cash notice; or Cash Equivalents in an amount equal to 105% of the (c) if any Letter of Credit Obligationsshall then be outstanding, to be held as security by Administrative Agent, and (v) enforce, as Administrative Agent, all of demand Cover which the Liens and security interests created pursuant Company shall immediately pay to the Security Documents. In cases of any occurrence of any Event of Default described Administrative Agent for deposit in Section 10.1(e) or Section 10.1(f), an account established and maintained at the Loans, together with accrued interest thereon, shall become due and payable forthwith without the requirement of Agent as cash collateral securing any such acceleration or request, Letter of Credit; and without presentment, demand, protest or other notice of any kind, all of which are expressly waived by the Company on behalf of itself hereby grants to and its Subsidiaries, any provision of this Agreement or any other Loan Document deposit with the Administrative Agent grants to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice of any kind. Anything in this Section 10.1 to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time a security interest in such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and (B) no other Event of Default shall have occurred and be continuing which shall not have been waived in accordance with the provision of Section 12.1 hereofcash Collateral.

Change of Control. There shall occur a A Change of Control. If Control shall occur; then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative Agent, at upon the written direction request of the Majority Required Lenders, shall by written notice to the Borrowers, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case rights of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the Commitments to be terminated whereupon the Commitments (Agent, any Lender or the part thereof so declared) shall forthwith terminate, (ii) by written or oral or telephonic notice (in the case holder of oral or telephonic notice confirmed in writing immediately thereafter) any Note to Company declare all or enforce its claims against any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable(provided that, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) 10.05 shall occur with respect to Company it will pay) to any Borrower, the result which would occur upon the giving of written notice by the Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents as specified in an amount equal to 105% of the Letter of Credit Obligations, to be held as security by Administrative Agent, clauses (i) and (vii) enforce, as Administrative Agent, all of below shall occur immediately and automatically without the Liens and security interests created pursuant to the Security Documents. In cases giving of any occurrence such notice): (i) declare the Total Commitment terminated, whereupon all Commitments of each Lender shall forthwith terminate immediately and any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereon, Facility Fee shall forthwith become due and payable forthwith without the requirement any other notice of any such acceleration or requestkind; (ii) declare the principal of, the Face Amount of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder (including Unpaid Drawings) and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf of itself and its Subsidiaries, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by each Credit Party; (iii) terminate any Letter of Credit which may be terminated in accordance with its terms; (iv) direct the relevant Account Party hereunder shall also become immediately due and payable all without notice of any kind. Anything in this Section 10.1 to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: pay (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paidrelevant Account Party agrees that upon receipt of such notice, and (B) no other or upon the occurrence of an Event of Default shall have occurred specified in Section 10.05 with respect to any Account Party, it will pay) to the Administrative Agent at the appropriate Payment Office such additional amount of cash (in the respective currency in which such Letter of Credit is denominated), to be held as security by the Administrative Agent for the respective Account Party’s reimbursement obligations in respect of Letters of Credit then outstanding, as is equal to the aggregate Stated Amount of all Letters of Credit then outstanding issued for the account of such Account Party; (v) apply any cash collateral held pursuant to Section 4.02 to the repayment of the Obligations; and (vi) direct the appropriate Alternate Currency Revolving Loan Borrower to pay (and each Alternate Currency Revolving Loan Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 10.05 with respect to any Borrower, it will pay) to the Administrative Agent (without duplication) all amounts required to be continuing which shall not have been waived in accordance with the provision paid pursuant to clause (j) of Section 12.1 hereofSchedule III.

Change of Control. There shall occur a A Change of Control. If Control shall occur; then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative AgentAgent shall, at upon the written direction request of the Majority Required Lenders, shall by written notice to the Borrower, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case rights of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all the Administrative Agent or any part of Lender to enforce its claims against the Commitments to be terminated whereupon the Commitments Borrower, except as otherwise specifically provided for in this Agreement (or the part thereof so declared) shall forthwith terminateprovided that, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) 11.5 shall occur with respect to Company it will pay) to the Borrower or any Specified Subsidiary, the result that would occur upon the giving of written notice by the Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents as specified in an amount equal to 105% of the Letter of Credit Obligationsclauses (i), to be held as security by Administrative Agent, (ii) and (viv) enforcebelow shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment terminated, whereupon the Commitments and Swingline Commitment, if any, of each Lender or the Swingline Lender, as Administrative Agent, all of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereoncase may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable forthwith without the requirement any other notice of any such acceleration or requestkind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf the Borrower; (iii) terminate any Letter of itself and Credit that may be terminated in accordance with its Subsidiaries, any provision of this Agreement or any other Loan Document terms; and/or (iv) direct the Borrower to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice of any kind. Anything in this Section 10.1 to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: pay (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paidBorrower agrees that upon receipt of such notice, and (B) no other or upon the occurrence of an Event of Default shall have occurred specified in Section 11.5 with respect to the Borrower or any Specified Subsidiary, it will pay) to the Administrative Agent such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and be continuing which shall not have been waived in accordance with the provision of Section 12.1 hereofthen outstanding.

Change of Control. There As collateral security for its obligations hereunder and under similar agreements with other Officials, within the earlier of (i) five (5) business days after the occurrence of an event that in the reasonable opinion of the Board of Directors will likely result in a Change of Control or (ii) the occurrence of an actual Change of Control, the Company shall occur dedicate and maintain, for a period of six (6) years or such longer time as is necessary for the final disposition of any Proceeding existing at the expiration of such six year period, an escrow account in such aggregate amount as is reasonably calculated to be sufficient to satisfy any and all Expenses reasonably anticipated in connection with any and all Proceedings, which in no event shall be less than Ten Million Dollars ($10,000,000), by depositing assets or bank letters of credit in escrow that may be drawn down by an escrow agent in said amount (the "Escrow Reserve"). Promptly following the establishment of the Escrow Reserve, the Company shall (i) provide the Indemnitee with a true and complete copy of the Agreement relating to the establishment and operation of the Escrow Reserve, together with such additional documentation or information with respect to the Escrow Reserve as the Indemnitee may from time to time reasonably request, (ii) deliver an executed copy of this Agreement to the escrow agent for the Escrow Reserve to evidence to such agent that the Indemnitee is a beneficiary of the Escrow Reserve, and (iii) deliver to the Indemnitee the agent's signed receipt evidencing delivery of the Agreement to the agent. Notwithstanding anything to the contrary contained in this Section 12, any assets deposited by the Company in the Escrow Reserve shall at all times be and remain subject to the claims of the general creditors of the Company. If prior to the date of a Change of Control. If any of the foregoing Events of Default shall have occurred and be continuing, Administrative Agent, at the written direction of the Majority Lenders, shall take one or more of the following actions: (i) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the Commitments to be terminated whereupon the Commitments (or the part thereof so declared) shall forthwith terminate, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 10.1(e) or Section 10.1(f) with respect to Company it will pay) to Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents in an amount equal to 105% of the Letter of Credit Obligations, to be held as security by Administrative Agent, and (v) enforce, as Administrative Agent, all of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the LoansBoard of Directors has actual knowledge that all third parties have abandoned or terminated their efforts to effect a Change of Control and a Change of Control at that time is unlikely and the Board of Directors so advises the escrow agent, together with accrued interest thereon, shall become due the assets and payable forthwith without letters of credit comprising the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of any kind, all of which are expressly waived by Company on behalf of itself and its Subsidiaries, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice of any kind. Anything in this Section 10.1 to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principalEscrow Reserve, if any, on and any interest earned thereon, shall be returned to the Loans and all other sums payable under this Agreement and Company by the other Loan Documents shall have been duly paid, and (B) no other Event of Default shall have occurred and be continuing which shall not have been waived in accordance with the provision of Section 12.1 hereofescrow agent.

Change of Control. There shall occur a A Change of Control. If Control shall occur; then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative AgentAgent shall, at upon the written direction request of the Majority Required Lenders, shall by written notice to the Borrower, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case rights of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all the Administrative Agent or any part of Lender to enforce its claims against the Commitments to be terminated whereupon the Commitments Borrower, except as otherwise specifically provided for in this Agreement (or the part thereof so declared) shall forthwith terminateprovided, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payablethat, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) 11.5 shall occur with respect to Company it will pay) to the Borrower or any Specified Subsidiary, the result that would occur upon the giving of written notice by the Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents as specified in an amount equal to 105% of the Letter of Credit Obligationsclauses (i), to be held as security by Administrative Agent, (ii) and (viv) enforcebelow shall occur automatically without the giving of any such notice): (i) declare the Total Term Loan Commitment and the Total Revolving Credit Commitment terminated, whereupon the Commitments and Swingline Commitment, if any, of each Lender or the Swingline Lender, as Administrative Agent, all of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereoncase may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable forthwith without the requirement any other notice of any such acceleration or requestkind; (ii) declare the principal of and any accrued interest in respect of all Loans and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf the Borrower; (iii) terminate any Letter of itself and Credit that may be terminated in accordance with its Subsidiaries, any provision of this Agreement or any other Loan Document terms; and/or (iv) direct the Borrower to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice of any kind. Anything in this Section 10.1 to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: pay (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paidBorrower agrees that upon receipt of such notice, and (B) no other or upon the occurrence of an Event of Default shall have occurred specified in Section 11.5 with respect to the Borrower or any Specified Subsidiary, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and be continuing which shall not have been waived in accordance with the provision of Section 12.1 hereofthen outstanding.

Change of Control. There shall occur In the event that the holders of a Change of Control. If any majority of the foregoing Events then-outstanding shares of Default shall have occurred Preferred Stock (the “Requisite Parties”), approve a sale of the Company or all or substantially all of the Company’s assets (an “Approved Sale”), whether by means of a merger, consolidation or sale of stock or assets, or otherwise, (A) if the Approved Sale is structured as a merger or consolidation of the Company, or a sale of all or substantially all of the Company’s assets, each Investor and ARIAD agrees to be continuingpresent, Administrative Agentin person or by proxy, at all meetings for the written direction vote thereon, to vote all shares of capital stock held by such person for and raise no objections to such Approved Sale, and waive and refrain from exercising any dissenters rights, appraisal rights or similar rights in connection with such Approved Sale, or (B) if the Approved Sale is structured as a sale of the Majority Lenders, shall take one or more stock of the following actions: Company, the Investors and ARIAD shall each agree to sell their respective Shares on the terms and conditions approved by the Requisite Parties; provided in each case that such terms do not provide that such Investor or ARIAD would receive as a result of such Approved Sale less than the amount that would be distributed to such Investor or ARIAD in the event the proceeds of such Approved Sale of the Company were distributed in accordance with the liquidation preferences set forth in the Third Amended and Restated Certificate of Incorporation. The Investors and ARIAD shall each take all necessary and desirable actions approved by the Requisite Parties in connection with the consummation of the Approved Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to (x) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and (y) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale. Notwithstanding the foregoing, an Investor or ARIAD will not be required to comply with this Section 4.3 in connection with any Approved Sale unless: (a) any representations and warranties to be made by such Investor or ARIAD in connection with the Approved Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to the shares of the Company’s capital stock held by the Investor or ARIAD, including but not limited to representations and warranties that (i) by written the Investor or oral ARIAD holds all right, title and interest in and to such shares that such Investor or telephonic notice (in the case ARIAD purports to hold, free and clear of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the Commitments to be terminated whereupon the Commitments (or the part thereof so declared) shall forthwith terminateliens and encumbrances, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part obligations of the sums then owing by each Credit Party hereunder and under Investor or ARIAD in connection with the Loan Documents to be forthwith due and payabletransaction have been duly authorized, whereupon all such sums shall become and be immediately due and payable without presentmentif applicable, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit the documents to be entered into by the Investor or ARIAD have been duly executed by the Investor or ARIAD and delivered to the acquirer and are enforceable against the Investor or ARIAD in accordance with its terms, their respective terms and (iv) direct Company neither the execution and delivery of documents to pay (and Company agrees that upon receipt be entered into in connection with the transaction, nor the performance of such noticethe Investor’s or ARIAD’s obligations thereunder, will cause a breach or upon violation of the occurrence terms of any Event agreement, law or judgment, order or decree of Default specified any court or governmental agency; (b) the Investor or ARIAD shall not be liable for the inaccuracy of any representation or warranty made by any other Person in Section 10.1(e) or Section 10.1(f) connection with respect the Approved Sale, other than the Company (except to Company it will pay) the extent that funds may be paid out of an escrow established to Administrative Agent at the Payment Office such additional amount cover breach of cash or Cash Equivalents in an amount equal to 105% representations, warranties and covenants of the Letter of Credit Obligations, to be held Company as security well as breach by Administrative Agent, and (v) enforce, as Administrative Agent, all of the Liens and security interests created pursuant to the Security Documents. In cases any Investor or ARIAD of any occurrence of any Event of Default described in Section 10.1(eidentical representations, warranties and covenants provided by all Investors and ARIAD); (c) or Section 10.1(f), the Loans, together with accrued interest thereon, shall become due and payable forthwith without the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of any kind, all of which are expressly waived by Company on behalf of itself and its Subsidiaries, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice of any kind. Anything in this Section 10.1 to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principalliability for indemnification, if any, of such Investor or ARIAD in the Approved Sale and for the inaccuracy of any representations and warranties made by the Company or its Investors or ARIAD in connection with such Approved Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Investor or ARIAD of any of identical representations, warranties and covenants provided by all Investors and ARIAD), and is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Investor or ARIAD in connection with such Approved Sale; (d) liability shall be limited to such Investor’s or ARIAD’s applicable share (determined based on the Loans and all other sums respective proceeds payable under this Agreement and the other Loan Documents shall have been duly paid, and (B) no other Event of Default shall have occurred and be continuing which shall not have been waived to each Investor or ARIAD in connection with such Approved Sale in accordance with the provision provisions of Section 12.1 hereof.the Third Amended and Restated Certificate of Incorporation) of a negotiated aggregate indemnification amount that applies equally to all Investors and ARIAD but that in no event exceeds the amount of consideration otherwise payable to such Investor or ARIAD in connection with such Approved Sale, except with respect to claims related to fraud by such Investor or ARIAD, the liability for which need not be limited as to such Investor or ARIAD; and (e) upon the consummation of the Approved Sale, (i) each holder of each class or series of the Company’s capital stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each holder of Common Stock will

Change of Control. There shall occur a A Change of Control. If Control shall occur; then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative AgentAgent shall, at upon the written direction request of the Majority Required Lenders, shall by written notice to the Borrower, take one any or more all of the following actions, without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against the Borrower, except as otherwise specifically provided for in this Agreement: (i) by written declare the Total Commitment or oral the Swingline Commitment terminated and whereupon any such Commitment, if any, of each Lender or telephonic notice (in the Swingline Lender, as the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the Commitments to be terminated whereupon the Commitments (or the part thereof so declared) may be, shall forthwith terminate, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing terminate immediately thereafter) to Company declare all or and any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be Fees theretofore accrued shall forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or any other notice of any kind, all (ii) declare the principal of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 10.1(e) or Section 10.1(f) with respect to Company it will pay) to Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents in an amount equal to 105% of the Letter of Credit Obligations, to be held as security by Administrative Agent, and (v) enforce, as Administrative Agent, all of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereonand fees in respect of all Loans and all Obligations owing hereunder and thereunder to be, whereupon the same shall become become, forthwith due and payable forthwith without the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf the Borrower; (iii) terminate any Letter of itself Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower to pay (and its Subsidiariesthe Borrower agrees that upon receipt of such notice, any provision or upon the occurrence of this Agreement or any other Loan Document an Event of Default specified in Section 11.5 with respect to the contrary notwithstandingBorrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and other amounts payable then outstanding; (provided that, if an Event of Default specified in Section 11.5 shall occur, the result that would occur upon the giving of written notice by each Credit Party hereunder the Administrative Agent as specified in clauses (i), (ii), (iii) and (iv) above shall also occur automatically without the giving of any such notice and all Obligations shall be automatically become immediately forthwith due and payable all without presentment, demand, protest or other notice of any kind. Anything in this Section 10.1 to , all of which are hereby waived by the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and (B) no other Event of Default shall have occurred and be continuing which shall not have been waived in accordance with the provision of Section 12.1 hereofBorrower).

Change of Control. There shall occur a A Change of ControlControl shall occur. If then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative AgentAgent may and, at upon the written direction request of the Majority Lenders, shall shall, by written notice to the Borrower, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case rights of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all the Administrative Agent or any part of Lender to enforce its claims against the Commitments to be terminated whereupon the Commitments (or the part thereof so declared) shall forthwith terminate, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all Borrower or any part of the sums then owing by each other Credit Party hereunder and under the Loan Documents to be forthwith due and payableParty, whereupon all such sums shall become and be immediately due and payable without presentmentexcept as otherwise specifically provided for in this Agreement (provided that, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) 11.5 shall occur with respect to Company it will pay) to the Borrower, the result that would occur upon the giving of written notice by the Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents as specified in an amount equal to 105% of the Letter of Credit Obligationsclauses (a), to be held as security by Administrative Agent, (b) and (vd) enforcebelow shall occur automatically without the giving of any such notice): (a) declare the Total Commitment and Swingline Commitment terminated, whereupon the Commitment of each Lender and the Swingline Lender, as Administrative Agent, all of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereoncase may be, shall forthwith terminate immediately and any fees theretofore accrued shall forthwith become due and payable forthwith without the requirement any other notice of any such acceleration kind; (b) declare the principal of and any accrued interest and fees in respect of any or requestall Loans and any or all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf the Borrower; (c) terminate any Letter of itself Credit that may be terminated in accordance with its terms; and/or (d) direct the Borrower to pay (and its Subsidiariesthe Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and then outstanding. In addition, after the occurrence and during the continuance of an Event of Default, the Administrative Agent and the Lenders will have all other rights and remedies available at law and equity. Any amount received by the Administrative Agent or the Collateral Agent from any provision Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any other Loan Document Event of Default with respect to the contrary notwithstandingBorrower under Section 11.5 shall be applied: (i) first, to payment or reimbursement of that portion of the Obligations constituting fees, expenses and other amounts indemnities payable by to the Administrative Agent and/or Collateral Agent in each Credit Party hereunder shall also become immediately Person’s capacity as such; 715000788 12406500715000788 12406500 (ii) second, to the Secured Parties, an amount equal to all Obligations due and payable all owing to them on the date of distribution and, if such moneys shall be insufficient to pay such amounts in full, then ratably (without notice priority of any kind. Anything one over any other) to such Secured Parties in this Section 10.1 proportion to the contrary notwithstandingunpaid amount thereof; and (iii) third, Administrative Agent shallpro rata to any other Obligations then due and owing; and (iv) fourth, at the request any surplus then remaining, after all of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: (A) all past Obligations then due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paidindefeasibly paid in full in cash, and (B) shall be paid to the Borrower or its successors or assigns or to whomever may be lawfully entitled to receive the same or as a court of competent jurisdiction may award. Notwithstanding the foregoing, no other Event amounts received from any Credit Party shall be applied to any Excluded Swap Obligations of Default shall have occurred and be continuing which shall not have been waived in accordance with the provision of Section 12.1 hereofsuch Credit Party.

Change of Control. There shall occur a any Change of Control. If any of the foregoing Events of Default shall have occurred and be continuing, Administrative Agent, at the written direction of the Majority Lenders, shall take one or more of the following actions: ; THEN (i) by written upon the occurrence of any Event of Default described in subsection 8.6 or oral or telephonic notice 8.7, each of (in a) the case unpaid principal amount of oral or telephonic notice confirmed in writing immediately thereafterand accrued interest on the Loans and (b) an amount equal to Company declare all or any part 105% of the Commitments maximum amount that may at any time be drawn under all Letters of Credit then outstanding (whether or not any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letter of Credit) (such amount to be terminated whereupon the Commitments held by Collateral Administrative Agent pursuant to cash collateral agreements in form and substance satisfactory to Administrative Agent), and (c) all other Obligations (other than Secured Interest Rate Agreements or the part thereof so declaredBanking Services Obligations) shall forthwith terminate, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the sums then owing by each Credit Party hereunder and arising under the Loan Documents to be forthwith shall automatically become immediately due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice other requirements of any kind, all of which are hereby expressly waived by Company on behalf Borrower, and the Commitment of itself and its Subsidiarieseach Lender to make any Loan, or (iii) terminate the obligation of each L/C Issuer to issue any Letter of Credit in accordance with its termshereunder shall thereupon terminate, and (ivii) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence and during the continuation of any other Event of Default specified in Section 10.1(e) or Section 10.1(f) with respect to Company it will pay) to Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents in an amount equal to 105% of the Letter of Credit Obligations, to be held as security by Administrative Agent, and (v) enforce, as Administrative Agent, all of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereon, shall become due and payable forthwith without the requirement of any such acceleration or request, and without presentment, demand, protest or other notice of any kind, all of which are expressly waived by Company on behalf of itself and its Subsidiaries, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice of any kind. Anything in this Section 10.1 to the contrary notwithstandingDefault, Administrative Agent shall, at upon the written request or with the written consent of Requisite Lenders, by written notice to Borrower, declare all or any portion of the Majority Lendersamounts described in clauses (a) through (c) above to be, rescind and annul the same shall forthwith become, immediately due and payable, and the Commitment of each Lender to make any Loan, the obligation of each L/C Issuer to issue any Letter of Credit hereunder shall thereupon terminate; provided that the foregoing shall not affect in any way the obligations of Revolving Lenders under subsection 3.3C(i). Any amounts described in clause (b) above, when received by Administrative Agent, shall be held by Administrative Agent pursuant to the terms of the cash collateral agreements described in clause (b) above and shall be applied as therein provided. Notwithstanding anything contained in the second preceding paragraph, if at any time within sixty (60) days after an acceleration of the Loans pursuant to such paragraph Borrower shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than as a result of such acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Potential Events of Default (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to subsection 10.6, then Requisite Lenders, by written instrument filed with Company; provided that notice to Borrower, may at the time their option rescind and annul such acceleration is so rescinded and annulled: its consequences (A) all past due interest and principal, if any, on including the Loans and all other sums payable under this Agreement and return to the other Loan Documents shall have been duly paid, and (B) no other Event applicable Credit Party of Default shall have occurred and be continuing which shall not have been waived any unapplied cash collateral in accordance with the provision Security Documents); but such action shall not affect any subsequent Event of Section 12.1 hereofDefault or Potential Event of Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind Lenders to a decision which may be made at the election of Requisite Lenders and are not intended to benefit Borrower and do not grant Borrower the right to require Lenders to rescind or annul any acceleration hereunder, even if the conditions set forth herein are met.

Change of Control. There shall occur a A Change of Control. If Control shall occur; then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative Agent, at upon the written direction request of the Majority LendersRequired Banks, shall by written notice to the Borrower, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part rights of the Commitments to be terminated whereupon the Commitments (Administrative Agent, any Bank or the part thereof so declared) shall forthwith terminate, (ii) by written or oral or telephonic notice (in the case holder of oral or telephonic notice confirmed in writing immediately thereafter) any Note to Company declare all or enforce its claims against any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable(provided, whereupon all such sums shall become and be immediately due and payable without presentmentthat, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) 10.05 shall occur with respect to Company it will pay) to the Borrower, the result which would occur upon the giving of written notice by the Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents as specified in an amount equal to 105% of the Letter of Credit Obligations, to be held as security by Administrative Agent, clauses (i) and (vii) enforce, as Administrative Agent, all of below shall occur automatically without the Liens and security interests created pursuant to the Security Documents. In cases giving of any occurrence such notice): (i) declare the Total Revolving Loan Commitment terminated, whereupon the Revolving Loan Commitment of each Bank shall forthwith terminate immediately and any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereon, Commitment Commission shall forthwith become due and payable forthwith without the requirement any other notice of any such acceleration or requestkind; (ii) declare the principal of and any accrued interest in respect of all Revolving Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf of itself and its Subsidiaries, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice Party; (iii) terminate any Letter of any kind. Anything Credit which may be terminated in this Section 10.1 accordance with its terms; (iv) direct the Borrower to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: pay (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paidBorrower agrees that upon receipt of such notice, and (B) no other or upon the occurrence of an Event of Default shall have occurred specified in Section 10.05 with respect to the Borrower, it will pay) to the Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents, to be held as security by the Administrative Agent, as is equal to the aggregate Stated Amount of all Letters of Credit issued for the account of the Borrower and be continuing which shall not have been waived in accordance with then outstanding; (v) enforce, as Administrative Agent, all Liens, rights and remedies created pursuant to the provision Pledge Agreement; and (vi) apply any cash collateral held by the Administrative Agent pursuant to Section 4.02 to the repayment of Section 12.1 hereofthe Obligations.

Change of Control. There shall occur a A Change of Control. If Control Triggering Event shall occur: (a) then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, subject to the terms of the any applicable intercreditor agreement, the Administrative AgentAgent shall, at the written direction request of the Majority Required Lenders, shall by written notice to the Borrower, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case rights of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all the Administrative Agent or any part of Lender to enforce its claims against the Commitments to be terminated whereupon the Commitments Borrower, except as otherwise specifically provided for in this Agreement (or the part thereof so declared) shall forthwith terminateprovided that, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) 11.5 shall occur with respect to Company it will pay) to the Borrower, the result that would occur upon the giving of written notice by the Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents as specified in an amount equal to 105% of the Letter of Credit Obligationsclauses (i), to be held as security by Administrative Agent(ii), and (iii), (iv), (v) enforce, as Administrative Agent, all of and (vi) below shall occur automatically without the Liens and security interests created pursuant to the Security Documents. In cases giving of any occurrence such notice): (i) declare the Total Revolving Credit Commitment terminated, whereupon the Revolving Credit Commitment, if any, of each Lender shall forthwith terminate immediately and any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with Fees theretofore accrued interest thereon, shall forthwith become due and payable forthwith without the requirement any other notice of any such acceleration kind; (ii) declare the principal of and any accrued interest and Fees in respect of any or requestall Loans and any or all Obligations owing hereunder and under any other Credit Document to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf the Borrower; (iii) terminate any Letter of itself Credit that may be terminated in accordance with its terms; (iv) direct the Collateral Agent to enforce any and its Subsidiariesall Liens and security interests created pursuant to the Security Documents; (v) enforce any and all of the Administrative Agent’s rights under the Guarantee; and/or (vi) direct the Borrower to Cash Collateralize (and the Borrower agrees that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.5 with respect to the Borrower, it will Cash Collateralize) all Revolving Letters of Credit issued and then-outstanding. (b) Notwithstanding anything to the contrary contained herein, any provision Event of Default under this Agreement or similarly defined term under any other Loan Document to the contrary notwithstandingCredit Document, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice of than any kind. Anything in this Section 10.1 to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and (B) no other Event of Default which cannot be waived without the written consent of each Lender directly and adversely affected thereby, shall have occurred and be continuing which shall deemed not to be “continuing” if the events, act or condition that gave rise to such Event of Default have been waived remedied or cured (including by payment, notice, taking of any action or omitting to take any action) or have ceased to exist and the Borrower is in accordance compliance with the provision of Section 12.1 hereofthis Agreement and/or such other Credit Document.

Change of Control. There shall occur a A Change of Control. If Control shall occur; then, and in any of the foregoing Events such event, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative AgentAgent may, at and upon the written direction request of the Majority LendersRequired Lenders shall, shall by written notice to the Borrower, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case rights of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all the Administrative Agent, the Canadian Administrative Agent or any part of Lender to enforce its claims against the Commitments to be terminated whereupon Borrower and the Commitments Canadian Borrower, except as otherwise specifically provided for in this Agreement (or the part thereof so declared) shall forthwith terminateprovided that, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) 11.5 shall occur with respect to Company it will pay) to Holdings, the Borrower, the Canadian Borrower or any Specified Subsidiary, the result that would occur upon the giving of written notice by the Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents as specified in an amount equal to 105% of the Letter of Credit Obligationsclauses (i), to be held as security by Administrative Agent, (ii) and (viv) enforcebelow shall occur automatically without the giving of any such notice): (i) declare the US Total Revolving Credit Commitment terminated and the Canadian Total Revolving Credit Commitment terminated, whereupon the Commitments and Swingline Commitment, if any, of each Lender or the Swingline Lender, as Administrative Agent, all of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereoncase may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable forthwith without the requirement any other notice of any such acceleration or requestkind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf of itself and its Subsidiaries, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice of any kind. Anything in this Section 10.1 to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement Borrower and the other Loan Documents shall have been duly paidCanadian Borrower; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the Borrower and the Canadian Borrower to pay (and the Borrower and the Canadian Borrower agree that upon receipt of such notice, and (B) no other or upon the occurrence of an Event of Default shall have occurred specified in Section 11.5 with respect to the Borrower, the Canadian Borrower or any Specified Subsidiary, it will pay) to the Administrative Agent or the Canadian Administrative Agent, as applicable, at its Administrative Agent’s Office such additional amounts of cash, to be held as security for the Borrower’s and be continuing which shall not have been waived in accordance with the provision Canadian Borrower’s respective reimbursement obligations for (x) Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of Section 12.1 hereofall Letters of Credit issued and then outstanding and (y) the full face amount of Bankers’ Acceptances outstanding prior to their maturity dates.

Change of Control. There shall occur a A Change of Control. If any Control has occurred; then, the Lenders' obligation to make the Facility available shall cease and the Facility Agent on behalf of the foregoing Events of Default shall have occurred and be continuingLenders may, Administrative Agent, at the written direction of with the Majority Lenders' consent and shall, shall take one or more of upon the following actions: (i) Majority Lenders' instruction, by written or oral or telephonic notice (in to the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company Borrowers, declare all or the entire Facility, accrued interest and any part of other sums payable by the Commitments to be terminated whereupon Borrowers hereunder, under the Commitments (or the part thereof so declared) shall forthwith terminate, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the sums then owing by each Credit Party hereunder Note and under the Loan other Transaction Documents to be forthwith due and payable, payable whereupon all such sums the same shall become and forthwith be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf waived; provided that upon the happening of itself and its Subsidiaries, an event specified in subclauses (i) or (iiik) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any Event of Default specified in this Section 10.1(e) or Section 10.1(f) with respect to Company it will pay) to Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents in an amount equal to 105% of the Letter of Credit Obligations, to be held as security by Administrative Agent, and (v) enforce, as Administrative Agent, all of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f)8.1, the LoansFacility, together with accrued interest thereonand any other sums payable by the Borrowers hereunder, under the Note and under the other Transaction Documents shall become be immediately due and payable forthwith without the requirement of any such acceleration or requestdeclaration, and without presentment, demand, protest or other notice of any kind, to the Borrowers all of which are expressly waived waived. In such event, the Creditors, or any thereof, may proceed to protect and enforce their respective rights by Company on behalf action at law, suit in equity or in admiralty or other appropriate proceeding, whether for specific performance of itself and its Subsidiaries, any provision of covenant contained in this Agreement or in the Note or in any other Loan Transaction Document or in aid of the exercise of any power granted herein or therein, or the Lenders or the Facility Agent may proceed to enforce the payment of the Note when due or to enforce any other legal or equitable right of the Lenders, or proceed to take any action authorized or permitted by applicable law for the collection of all sums due, or so declared due, including, without limitation, the right to appropriate and hold or apply (directly, by way of set-off or otherwise) to the contrary notwithstandingpayment of the obligations of the Borrowers to any of the Creditors hereunder, under the Note and/or under the other Transaction Documents (whether or not then due) all moneys and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice of the Borrowers then or thereafter in possession of any kind. Anything in this Section 10.1 to Creditor, the contrary notwithstandingbalance of any deposit account (demand or time, Administrative Agent shall, at the request matured or unmatured) of the Majority Lenders, rescind Borrowers then or thereafter with any Creditor and annul any acceleration every other claim of the Loans by written instrument filed with Company; provided that at Borrowers then or thereafter against any of the time such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and (B) no other Event of Default shall have occurred and be continuing which shall not have been waived in accordance with the provision of Section 12.1 hereofCreditors.

Change of Control. There shall occur a A Change of Control. If Control shall occur; then, and in any of the foregoing Events such event described in Sections 11.1 through 11.12 above, and at any time thereafter, if any Event of Default shall have occurred and then be continuing, the Administrative AgentAgent may and, at upon the written direction request of the Majority Required Lenders, shall shall, by written notice to Holdings and the Borrower, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case rights of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all the Administrative Agent or any part of Lender to enforce its claims against Holdings and the Commitments to be terminated whereupon the Commitments Borrower, except as otherwise specifically provided for in this Agreement (or the part thereof so declared) shall forthwith terminateprovided that, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) 11.5 shall occur with respect to Company it will pay) to the Borrower or Holdings, the result that would occur upon the giving of written notice by the Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents as specified in an amount equal to 105% of the Letter of Credit Obligationsclauses (i), to be held as security by Administrative Agent(ii), (iii) and (viv) enforcebelow shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Credit Commitment and Swingline Commitment terminated, whereupon the Revolving Credit Commitment and Swingline Commitment, if any, of each Lender or the Swingline Lender, as Administrative Agent, all of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereoncase may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable forthwith without the requirement any other notice of any such acceleration or requestkind; (ii) declare the principal of and any accrued interest and fees in respect of all Loans and all Obligations to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf the Borrower; (iii) terminate any Letter of itself and Credit that may be terminated in accordance with its Subsidiaries, any provision of this Agreement or any other Loan Document terms; and/or (iv) direct the Borrower to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice of any kind. Anything in this Section 10.1 to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: pay (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paidBorrower agrees that upon receipt of such notice, and (B) no other or upon the occurrence of an Event of Default shall have occurred specified in Section 11.5, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for such Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of all Letters of Credit issued and be continuing which shall not have been waived in accordance with the provision of Section 12.1 hereofthen outstanding.

Change of Control. There shall occur a A Change of Control. If Control shall occur; then, and in any of the foregoing Events such event, and at any time thereafter, in each case subject to Section 7.4, if any Event of Default shall have occurred and then be continuing, the Administrative AgentAgent shall, at upon the written direction request of the Majority Required Lenders, shall by written notice to the US Borrower, take one any or more all of the following actions: (i) by written or oral or telephonic notice (in , without prejudice to the case rights of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all the Administrative Agent or any part of Lender to enforce its claims against the Commitments to be terminated whereupon US Borrower and the Commitments UK Borrower, except as otherwise specifically provided for in this Agreement (or the part thereof so declared) shall forthwith terminateprovided, (ii) by written or oral or telephonic notice (in the case of oral or telephonic notice confirmed in writing immediately thereafter) to Company declare all or any part of the sums then owing by each Credit Party hereunder and under the Loan Documents to be forthwith due and payablethat, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Company on behalf of itself and its Subsidiaries, or (iii) terminate any Letter of Credit in accordance with its terms, (iv) direct Company to pay (and Company agrees that upon receipt of such notice, or upon the occurrence of any if an Event of Default specified in Section 10.1(e) or Section 10.1(f) 11.5 shall occur with respect to Company it will pay) to the US Borrower, the UK Borrower or any Specified Subsidiary, the result that would occur upon the giving of written notice by the Administrative Agent at the Payment Office such additional amount of cash or Cash Equivalents as specified in an amount equal to 105% of the Letter of Credit Obligationsclauses (i), to be held as security by Administrative Agent, (ii) and (viv) enforcebelow shall occur automatically without the giving of any such notice): (i) declare the Total Term Loan Commitment, the Total Revolving Credit Commitment and the Total Extended Revolving Credit Commitment terminated, whereupon the Commitments and Swingline Commitment, if any, of each Lender or the Swingline Lender, as Administrative Agent, all of the Liens and security interests created pursuant to the Security Documents. In cases of any occurrence of any Event of Default described in Section 10.1(e) or Section 10.1(f), the Loans, together with accrued interest thereoncase may be, shall forthwith terminate immediately and any Fees theretofore accrued shall forthwith become due and payable forthwith without the requirement any other notice of any such acceleration or requestkind; (ii) declare the principal of and any accrued interest in respect of all Loans and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly hereby waived by Company on behalf of itself and its Subsidiaries, any provision of this Agreement or any other Loan Document to the contrary notwithstanding, and other amounts payable by each Credit Party hereunder shall also become immediately due and payable all without notice of any kind. Anything in this Section 10.1 to the contrary notwithstanding, Administrative Agent shall, at the request of the Majority Lenders, rescind and annul any acceleration of the Loans by written instrument filed with Company; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement US Borrower and the other Loan Documents shall have been duly paidUK Borrower; (iii) terminate any Letter of Credit that may be terminated in accordance with its terms; and/or (iv) direct the US Borrower and the UK Borrower to pay (and the US Borrower and the UK Borrower agree that upon receipt of such notice, and (B) no other or upon the occurrence of an Event of Default shall have occurred specified in Section 11.5 with respect to the US Borrower, the UK Borrower or any Specified Subsidiary, it will pay) to the Administrative Agent at the Administrative Agent’s Office such additional amounts of cash, to be held as security for the US Borrower’s and be continuing which shall not have been waived in accordance with the provision UK Borrower’s respective reimbursement obligations for Drawings that may subsequently occur thereunder, equal to the aggregate Stated Amount of Section 12.1 hereofall Letters of Credit issued and then outstanding.