Common use of ERISA Events Clause in Contracts

ERISA Events. An ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Significant Liability of the Borrower and its Subsidiaries; then, and in every such event (other than an event with respect to the Borrower described in clause (f) or (g) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, whereupon the Commitments shall terminate immediately, (ii) declare the Loans then outstanding to be due and payable in whole (or in part, but ratably as among the Classes of Loans and the Loans of each Class at the time outstanding, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, and (iii) require cash collateral for the LC Exposure in accordance with Section 2.06(g) hereof; and in the case of any event with respect to the Borrower described in clause (f) or (g) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, and the cash collateral for the LC Exposure in accordance with Section 2.06(g) hereof, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, increase the rate of interest applicable to the Loans and other Obligations as set forth in this Agreement in accordance with Section 2.13(d) hereof and exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC.

ERISA Events. An Any ERISA Event shall have occurred that, when taken together with respect to a Plan and the sum (determined as of the date of occurrence of such ERISA Event) of the Insufficiency of such Plan and the Insufficiency of any and all other Plans with respect to which an ERISA Events that Event shall have occurred, would reasonably be expected to result in a Significant Liability occurred and then exist (or the liability of the Borrower Loan Parties and its Subsidiariesthe ERISA Affiliates related to such ERISA Event) exceeds $5,000,000; then, and in every such event (other than an event with respect to the Borrower described in clause (f) or (g) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and (i) shall at the request request, or may with the consent, of the Required Lenders shallLenders, by notice to the Borrower, take either declare the Commitments of each Lender Party and the obligation of each Lender Party to make Advances (other than Letter of Credit Advances by an Issuing Bank or both a Lender pursuant to Section 2.03(c) and Swing Line Advances by a Lender pursuant to Section 2.02(b)) and of the following actions, at the same or different times: (i) terminate the Commitmentseach Issuing Bank to issue Letters of Credit to be terminated, whereupon the Commitments same shall terminate immediatelyforthwith terminate, and (ii) shall at the request, or may with the consent, of the Required Lenders, (A) by notice to the Borrower, declare the Loans then outstanding Advances, all interest thereon and all other amounts payable under this Agreement and the other Loan Documents to be due and payable in whole (or in part, but ratably as among the Classes of Loans and the Loans of each Class at the time outstanding, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), whereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued whereupon the Advances, all such interest thereon and all fees and other obligations of the Borrower accrued hereunder, such amounts shall become and be forthwith due and payable immediatelypayable, in each case without presentment, demand, protest or other further notice of any kind, all of which are hereby expressly waived by the Borrower, and (iiiB) require cash collateral for by notice to each party required under the LC Exposure terms of any agreement in accordance with Section 2.06(g) hereofsupport of which a Letter of Credit is issued, request that all Obligations under such agreement be declared to be due and payable; and provided, however, that in the case event of any event an actual or deemed entry of an order for relief with respect to the Borrower described in clause under any Bankruptcy Law, (fy) or (g) of this Article, the Commitments of each Lender Party and the obligation of each Lender Party to make Advances (other than Letter of Credit Advances by an Issuing Bank or a Lender pursuant to Section 2.03(c) and Swing Line Advances by a Lender pursuant to Section 2.02(b)) and of each Issuing Bank to issue Letters of Credit shall automatically terminate be terminated and (z) the principal of the Loans then outstandingAdvances, and the cash collateral for the LC Exposure in accordance with Section 2.06(g) hereof, together with accrued all such interest thereon and all fees and other obligations of the Borrower accrued hereunder, such amounts shall automatically become and be due and payable, in each case without presentment, demand, protest or other any notice of any kind, all of which are hereby expressly waived by the Borrower. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, increase the rate of interest applicable to the Loans and other Obligations as set forth in this Agreement in accordance with Section 2.13(d) hereof and exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC.

ERISA Events. An Any ERISA Event shall have occurred that, when taken together with respect to a Plan and the sum (determined as of the date of occurrence of such ERISA Event) of the Insufficiency of such Plan and the Insufficiency of any and all other Plans with respect to which an ERISA Events that Event shall have occurred, would reasonably be expected to result in a Significant Liability occurred and then exist (or the liability of the Borrower Loan Parties and its Subsidiariesthe ERISA Affiliates related to such ERISA Event) exceeds $10,000,000; then, and in every such event (other than an event with respect to the Borrower described in clause (f) or (g) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and (i) shall at the request request, or may with the consent, of the Required Lenders shallLenders, by notice to the Borrower, take either or both declare the Commitments of each Lender Party and the following actions, at the same or different times: (i) terminate the Commitmentsobligation of each Lender Party to make Advances to be terminated, whereupon the Commitments same shall terminate immediatelyforthwith terminate, and (ii) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the Loans then outstanding Advances, all interest thereon and all other amounts payable under this Agreement and the other Loan Documents to be due and payable in whole (or in part, but ratably as among the Classes of Loans and the Loans of each Class at the time outstanding, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), whereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued whereupon the Advances, all such interest thereon and all fees and other obligations of the Borrower accrued hereunder, such amounts shall become and be forthwith due and payable immediatelypayable, in each case without presentment, demand, protest or other further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, and (iii) require cash collateral for the LC Exposure in accordance with Section 2.06(g) hereof; and however, that in the case event of any event an actual or deemed entry of an order for relief with respect to the Borrower described in clause any Loan Party under any Bankruptcy Law, (fy) or (g) of this Article, the Commitments of each Lender Party and the obligation of each Lender Party to make Advances shall automatically terminate be terminated and (z) the principal of the Loans then outstandingAdvances, and the cash collateral for the LC Exposure in accordance with Section 2.06(g) hereof, together with accrued all such interest thereon and all fees and other obligations of the Borrower accrued hereunder, such amounts shall automatically become and be due and payable, in each case without presentment, demand, protest or other any notice of any kind, all of which are hereby expressly waived by the Borrower. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, increase the rate of interest applicable to the Loans and other Obligations as set forth in this Agreement in accordance with Section 2.13(d) hereof and exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCCParties.

ERISA Events. An (i) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (x) any ERISA Event shall have occurred with respect to a Plan or (y) any Loan Party or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that it has incurred Withdrawal Liability to such Multiemployer Plan; or (ii) Any Loan Party or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that it has incurred Withdrawal Liability to such Multiemployer Plan in an amount that, when taken together aggregated with all other amounts required to be paid to Multiemployer Plans by the Loan Parties and the ERISA Events Affiliates as Withdrawal Liability (determined as of the date of such notification), exceeds $25,000,000; or (iii) Any Loan Party or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization, insolvent or is being terminated, within the meaning of Title IV of ERISA, or has been determined to be in “endangered” or “critical” status within the meaning of Section 432 of the Code or Section 305 of ERISA, and as a result of such reorganization, insolvency, termination or determination, the aggregate annual contributions of the Loan Parties and the ERISA Affiliates to all Multiemployer Plans that are then in reorganization, insolvent, being terminated or in endangered or critical status have occurredbeen or will be increased over the amounts contributed to such Multiemployer Plans for the plan years of such Multiemployer Plans immediately preceding the plan year in which such reorganization, insolvency, termination or determination occurs, by an amount exceeding $25,000,000; or (iv) (A) (1) the UK Pension Scheme shall have commenced winding up or (2) the UK Pensions Regulator shall have issued a warning notice that it is considering issuing a financial support direction or contribution notice in relation to the UK Pension Scheme, and, in the case of each of clause (1) and clause (2), such circumstance would reasonably be expected to result in have a Significant Liability Material Adverse Effect, or (B) any Affiliate of the Borrower and its Subsidiaries; thenwhich currently participates in the UK Pension Scheme shall have ceased to participate therein or shall have withdrawn therefrom, and in every such event (other than an event with respect to the Borrower described in clause (f) or (g) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, whereupon the Commitments shall terminate immediately, (ii) declare the Loans then outstanding to be due and payable in whole (or in part, but ratably as among the Classes of Loans and the Loans of each Class at the time outstanding, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, and (iii) require cash collateral for the LC Exposure in accordance with Section 2.06(g) hereofsuch action would reasonably be expected to have a Material Adverse Effect; and in the case of any event with respect to the Borrower described in clause (f) or (g) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, and the cash collateral for the LC Exposure in accordance with Section 2.06(g) hereof, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, increase the rate of interest applicable to the Loans and other Obligations as set forth in this Agreement in accordance with Section 2.13(d) hereof and exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC.or

ERISA Events. An Any ERISA Event shall have occurred thatwith respect to a Plan and the aggregate liability to the Loan Parties and the ERISA Affiliates that has resulted, when taken together or is reasonably expected to result, out of, in connection with all or from such ERISA Event and any other ERISA Events that which shall have occurred, would reasonably be expected occurred and then exist with respect to result in a Significant Liability of the Borrower and its SubsidiariesPlan exceeds $10,000,000; then, and in every such event (other than an event with respect to the Borrower described in clause (f) or (g) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and (i) shall at the request request, or may with the consent, of the Required Lenders shallLenders, by notice to the Borrower, take either declare the Commitments of each Lender Party and the obligation of each Lender Party to make Advances (other than Letter of Credit Advances by an Issuing Bank or both a Lender pursuant to Section 2.03(c) and Swing Line Advances by a Lender pursuant to Section 2.02(b)) and of the following actions, at the same or different times: (i) terminate the Commitmentseach Issuing Bank to issue Letters of Credit to be terminated, whereupon the Commitments same shall terminate immediatelyforthwith terminate, (ii) shall at the request, or may with the consent, of the Required Lenders, (A) by notice to the Borrower, declare the Loans then outstanding Advances, all interest thereon and all other amounts payable under this Agreement and the other Loan Documents (other than Guaranteed Hedge Agreements, for which the terms of such agreements shall govern and control) to be due and payable in whole (or in part, but ratably as among the Classes of Loans and the Loans of each Class at the time outstanding, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), whereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued whereupon the Advances, all such interest thereon and all fees and other obligations of the Borrower accrued hereunder, such amounts shall become and be forthwith due and payable immediatelypayable, in each case without presentment, demand, protest or other further notice of any kind, all of which are hereby expressly waived by the Borrower, and (iiiB) require cash collateral for by notice to each party required under the LC Exposure terms of any agreement in accordance with Section 2.06(g) hereofsupport of which a Letter of Credit is issued, request that all Obligations under such agreement be declared to be due and payable; and provided, however, that in the case event of any event an actual or deemed entry of an order for relief with respect to the Borrower described in clause under any Bankruptcy Law, (fy) or (g) of this Article, the Commitments of each Lender Party and the obligation of each Lender Party to make Advances (other than Letter of Credit Advances by an Issuing Bank or a Lender pursuant to Section 2.03(c) and Swing Line Advances by a Lender pursuant to Section 2.02(b)) and of each Issuing Bank to issue Letters of Credit shall automatically terminate be terminated and (z) the principal of the Loans then outstandingAdvances, and the cash collateral for the LC Exposure in accordance with Section 2.06(g) hereof, together with accrued all such interest thereon and all fees and other obligations of the Borrower accrued hereunder, such amounts shall automatically become and be due and payable, in each case without presentment, demand, protest or other any notice of any kind, all of which are hereby expressly waived by the Borrower. Upon the occurrence ; and during the continuance of an Event of Default, the Administrative Agent may, and (iii) shall at the request request, or may with the consent of the Required Lenders shallLenders, increase the rate of interest applicable proceed to the Loans and other Obligations as set forth in this Agreement in accordance with Section 2.13(d) hereof and exercise any enforce its rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under for the UCCbenefit of the Lender Parties by appropriate proceedings.

ERISA Events. An Any ERISA Event shall have occurred thatwith respect to a Plan and the aggregate liability to the Loan Parties and the ERISA Affiliates that has resulted, when taken together or is reasonably expected to result, out of, in connection with all or from such ERISA Event and any other ERISA Events that which shall have occurred, would reasonably be expected occurred and then exist with respect to result in a Significant Liability of the Borrower and its SubsidiariesPlan exceeds $10,000,000; then, and in every such event (other than an event with respect to the Borrower described in clause (f) or (g) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and (i) shall at the request request, or may with the consent, of the Required Lenders shallLenders, by notice to the Borrower, take either or both declare the Commitments of each Lender and the following actions, at the same or different times: (i) terminate the Commitmentsobligation of each Lender to make Advances to be terminated, whereupon the Commitments same shall terminate immediatelyforthwith terminate, (ii) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the Loans then outstanding Advances, all interest thereon and all other amounts payable under this Agreement and the other Loan Documents (other than Guaranteed Hedge Agreements, for which the terms of such agreements shall govern and control) to be due and payable in whole (or in part, but ratably as among the Classes of Loans and the Loans of each Class at the time outstanding, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), whereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued whereupon the Advances, all such interest thereon and all fees and other obligations of the Borrower accrued hereunder, such amounts shall become and be forthwith due and payable immediatelypayable, in each case without presentment, demand, protest or other further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, and (iii) require cash collateral for the LC Exposure in accordance with Section 2.06(g) hereof; and however, that in the case event of any event an actual or deemed entry of an order for relief with respect to the Borrower described in clause under any Bankruptcy Law, (fy) or (g) of this Article, the Commitments of each Lender and the obligation of each Lender to make Advances shall automatically terminate be terminated and (z) the principal of the Loans then outstandingAdvances, and the cash collateral for the LC Exposure in accordance with Section 2.06(g) hereof, together with accrued all such interest thereon and all fees and other obligations of the Borrower accrued hereunder, such amounts shall automatically become and be due and payable, in each case without presentment, demand, protest or other any notice of any kind, all of which are hereby expressly waived by the Borrower. Upon the occurrence ; and during the continuance of an Event of Default, the Administrative Agent may, and (iii) shall at the request request, or may with the consent of the Required Lenders shallLenders, increase the rate of interest applicable proceed to the Loans and other Obligations as set forth in this Agreement in accordance with Section 2.13(d) hereof and exercise any enforce its rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under for the UCCbenefit of the Lenders by appropriate proceedings.

ERISA Events. An (i) Any ERISA Event shall have occurred with respect to a Plan and the sum (determined as of the date of occurrence of such ERISA Event) of the Insufficiency of such Plan and the Insufficiency of any and all other Plans with respect to which an ERISA Event shall have occurred and then exist (or the liability of the Loan Parties and the ERISA Affiliates related to such ERISA Event) exceeds $5,000,000; (ii) any Loan Party or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that it has incurred Withdrawal Liability to such Multiemployer Plan in an amount that, when taken together aggregated with all other amounts required to be paid to Multiemployer Plans by the Loan Parties and the ERISA Events that have occurred, would reasonably be expected to result in a Significant Affiliates as Withdrawal Liability (determined as of the Borrower date of such notification), exceeds $5,000,000 or requires payments exceeding $2,000,000 per annum; or (iii) any Loan Party or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, and its Subsidiariesas a result of such reorganization or termination the aggregate annual contributions of the Loan Parties and the ERISA Affiliates to all Multiemployer Plans that are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the plan years of such Multiemployer Plans immediately preceding the plan year in which such reorganization or termination occurs by an amount exceeding $2,000,000; then, and in every such event (other than an event with respect to the Borrower described in clause (f) or (g) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and (i) shall at the request request, or may with the consent, of the Required Lenders shallLenders, by notice to the Borrower, take either declare the Commitments of each Lender Party and the obligation of each Lender Party to make Advances (other than Letter of Credit Advances by an Issuing Bank or both a Lender pursuant to Section 2.03(c)) and of the following actions, at the same or different times: (i) terminate the Commitmentseach Issuing Bank to issue Letters of Credit to be terminated, whereupon the Commitments same shall terminate immediatelyforthwith terminate, (ii) shall at the request, or may with the consent, of the Required Lenders, (A) by notice to the Borrower, declare the Loans then outstanding Advances, all interest thereon and all other amounts payable under this Agreement and the other Loan Documents to be due and payable in whole (or in part, but ratably as among the Classes of Loans and the Loans of each Class at the time outstanding, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), whereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued whereupon the Advances, all such interest thereon and all fees and other obligations of the Borrower accrued hereunder, such amounts shall become and be forthwith due and payable immediatelypayable, in each case without presentment, demand, protest or other further notice of any kind, all of which are hereby expressly waived by the Borrower, and (iiiB) require cash collateral for by notice to each party required under the LC Exposure terms of any agreement in accordance with Section 2.06(g) hereofsupport of which a Letter of Credit is issued, request that all Obligations under such agreement be declared to be due and payable; and provided, however, that in the case event of any event an actual or deemed entry of an order for relief with respect to the Borrower described in clause under any Bankruptcy Law, (fy) or (g) of this Article, the Commitments of each Lender Party and the obligation of each Lender Party to make Advances (other than Letter of Credit Advances by an Issuing Bank or a Lender pursuant to Section 2.03(c)) and of each Issuing Bank to issue Letters of Credit shall automatically terminate be terminated and (z) the principal of the Loans then outstandingAdvances, and the cash collateral for the LC Exposure in accordance with Section 2.06(g) hereof, together with accrued all such interest thereon and all fees and other obligations of the Borrower accrued hereunder, such amounts shall automatically become and be due and payable, in each case without presentment, demand, protest or other any notice of any kind, all of which are hereby expressly waived by the Borrower. Upon the occurrence ; and during the continuance of an Event of Default, the Administrative Agent may, and (iii) shall at the request request, or may with the consent of the Required Lenders shallLenders, increase the rate of interest applicable proceed to the Loans and other Obligations as set forth in this Agreement in accordance with Section 2.13(d) hereof and exercise any enforce its rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under for the UCCbenefit of the Lender Parties by appropriate proceedings.

ERISA Events. An Any (i) ERISA Funding Event or Foreign Underfunding shall have occurred occur or exist that, when taken together with all other ERISA Funding Events and Foreign Underfundings that exist or have occurredoccurred has resulted in liability to the members of the ERISA Group and the ERISA Affiliates, would individually or collectively, in the opinion of the Facility Agent, could reasonably be expected to result in a Significant Liability of the Borrower and its SubsidiariesMaterial Adverse Effect or (ii) an ERISA Termination Event or a Foreign Termination Event shall occur; then, the Lenders' obligation to make the Facility available shall cease and in every such event (other than an event with respect to the Borrower described in clause (f) or (g) Facility Agent on behalf of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent Lenders may, with the Majority Lenders' consent and at shall, upon the request of the Required Lenders shallMajority Lenders' instruction, by notice to the Borrower, take either or both of declare the following actionsentire Facility, at accrued interest and any other sums payable by the Borrower hereunder, under the Note and under the other Transaction Documents due and payable whereupon the same or different times: (i) terminate the Commitments, whereupon the Commitments shall terminate immediately, (ii) declare the Loans then outstanding to forthwith be due and payable in whole (or in part, but ratably as among the Classes of Loans and the Loans of each Class at the time outstanding, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by expressly waived; provided that upon the Borrower, and happening of an event specified in subclauses (iii) require cash collateral for the LC Exposure in accordance with Section 2.06(g) hereof; and in the case of any event with respect to the Borrower described in clause (fi) or (gk) of this ArticleSection 8.1, the Commitments shall automatically terminate and the principal of the Loans then outstandingFacility, and the cash collateral for the LC Exposure in accordance with Section 2.06(g) hereof, together with accrued interest thereon and all fees and any other obligations of sums payable by the Borrower accrued hereunder, under the Note and under the other Transaction Documents shall automatically become be immediately due and payablepayable without declaration, in each case without presentment, demand, protest or other notice of any kind, to the Borrower all of which are hereby waived by the Borrowerexpressly waived. Upon the occurrence and during the continuance of an Event of DefaultIn such event, the Administrative Agent mayCreditors, or any thereof, may proceed to protect and enforce their respective rights by action at the request law, suit in equity or in admiralty or other appropriate proceeding, whether for specific performance of the Required Lenders shall, increase the rate of interest applicable to the Loans and other Obligations as set forth any covenant contained in this Agreement or in accordance with Section 2.13(dthe Note or in any other 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) hereof and exercise any rights and remedies provided to the Administrative Agent payment of the obligations of the Borrower to any of the Creditors hereunder, under the Loan Documents or at law or equity, including all remedies provided Note and/or under the UCCother Transaction Documents (whether or not then due) all moneys and other amounts of the Borrower then or thereafter in possession of any Creditor, the balance of any deposit account (demand or time, matured or unmatured) of the Borrower then or thereafter with any Creditor and every other claim of the Borrower then or thereafter against any of the Creditors.

ERISA Events. An Any ERISA Event shall have occurred that, when taken together with respect to a Plan and the sum (determined as of the date of occurrence of such ERISA Event) of the Insufficiency of such Plan and the Insufficiency of any and all other Plans with respect to which an ERISA Events that Event shall have occurred, would reasonably be expected to result in a Significant Liability occurred and then exist (or the liability of the Borrower Loan Parties and its Subsidiariesthe ERISA Affiliates related to such ERISA Event) exceeds $20,000,000; then, and in every such event (other than an event with respect to the Borrower described in clause (f) or (g) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and (i) shall at the request request, or may with the consent, of the Required Lenders shallRevolving Credit Lenders, by notice to the Borrower, take either declare the Revolving Credit Commitments of each Lender Party that is a Revolving Credit Lender and the obligation of each Lender Party that is a Revolving Credit Lender to make Revolving Credit Advances (other than Letter of Credit Advances by an Issuing Bank or both a Revolving Credit Lender pursuant to Section 2.03(c) and Swing Line Advances by a Revolving Credit Lender to the Swing Line Bank for a prior Swing Line Borrowing pursuant to Section 2.02(b)) and of the following actions, at the same or different times: (i) terminate the Commitmentseach Issuing Bank to issue Letters of Credit to be terminated, whereupon the Commitments same shall terminate immediatelyforthwith terminate, and (ii) shall at the request, or may with the consent, of the Required Lenders, (A) by notice to the Borrower, declare the Loans then outstanding Notes, all interest thereon and all other amounts payable under this Agreement and the other Loan Documents to be due and payable in whole (or in part, but ratably as among the Classes of Loans and the Loans of each Class at the time outstanding, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), whereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued whereupon the Notes, all such interest thereon and all fees and other obligations of the Borrower accrued hereunder, such amounts shall become and be forthwith due and payable immediatelypayable, in each case without presentment, demand, protest or other further notice of any kind, all of which are hereby expressly waived by the Borrower, and (iiiB) require cash collateral for by notice to each party required under the LC Exposure terms of any agreement in accordance with Section 2.06(g) hereofsupport of which a Letter of Credit is issued, request that all Obligations under such agreement be declared to be due and payable; and provided, however that in the case event of any event an actual or deemed entry of an order for relief with respect to the Borrower described in clause or any other Loan Party under any Bankruptcy Law, (fy) the Revolving Credit Commitments of each Lender Party that is a Revolving Credit Lender and the obligation of each Lender Party that is a Revolving Credit Lender to make Revolving Credit Advances (other than Letter of Credit Advances by an Issuing Bank or (ga Revolving Credit Lender pursuant to Section 2.03(c) and Swing Line Advances by a Revolving Credit Lender pursuant to Section 2.02(b)) and of this Article, the Commitments each Issuing Bank to issue Letters of Credit shall automatically terminate be terminated and (z) the principal of the Loans then outstandingNotes, and the cash collateral for the LC Exposure in accordance with Section 2.06(g) hereof, together with accrued all such interest thereon and all fees and other obligations of the Borrower accrued hereunder, such amounts shall automatically become and be due and payable, in each case without presentment, demand, protest or other any notice of any kind, all of which are hereby expressly waived by the Borrower. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, increase the rate of interest applicable to the Loans and other Obligations as set forth in this Agreement in accordance with Section 2.13(d) hereof and exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC.

ERISA Events. An Any ERISA Event shall have occurred that, when taken together with respect to a Plan and the sum (determined as of the date of occurrence of such ERISA Event) of the Insufficiency of such Plan and the Insufficiency of any and all other Plans with respect to which an ERISA Events that Event shall have occurred, would reasonably be expected to result in a Significant Liability occurred and then exist (or the liability of the Borrower Loan Parties and its Subsidiariesthe ERISA Affiliates related to such ERISA Event) exceeds $25,000,000; then, and in every such event (other than an event with respect to the Borrower described in clause (f) or (g) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and (i) shall at the request request, or may with the consent, of the Required Lenders shallLenders, by notice to the Borrower, take either declare the Commitments of each Lender Party and the obligation of each Lender Party to make Advances (other than Letter of Credit Advances by an Issuing Bank or both a Lender pursuant to Section 2.03(c) and Swing Line Advances by a Lender pursuant to Section 2.02(b)) and of the following actions, at the same or different times: (i) terminate the Commitmentseach Issuing Bank to issue Letters of Credit to be terminated, whereupon the Commitments same shall terminate immediatelyforthwith terminate, and (ii) shall at the request, or may with the consent, of the Required Lenders, (A) by notice to the Borrower, declare the Loans then outstanding Notes, all interest thereon and all other amounts payable under this Agreement and the other Loan Documents to be due and payable in whole (or in part, but ratably as among the Classes of Loans and the Loans of each Class at the time outstanding, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), whereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued whereupon the Notes, all such interest thereon and all fees and other obligations of the Borrower accrued hereunder, such amounts shall become and be forthwith due and payable immediatelypayable, in each case without presentment, demand, protest or other further notice of any kind, all of which are hereby expressly waived by the Borrower, (B) by notice to each party required under the terms of any agreement in support of which a Letter of Credit is issued, request that all Obligations under such agreement be declared to be due and payable and (iiiC) require cash collateral for by notice to each Issuing Bank, direct such Issuing Bank to deliver a Default Termination Notice to the LC Exposure in accordance with Section 2.06(g) hereofbeneficiary of each Letter of Credit issued by it, and each Issuing Bank shall deliver such Default Termination Notices; and provided, however, that in the case event of any event an actual or deemed entry of an order for relief with respect to the Borrower described in clause under any Bankruptcy Law, (fy) or (g) of this Article, the Commitments of each Lender Party and the obligation of each Lender Party to make Advances (other than Letter of Credit Advances by an Issuing Bank or a Lender pursuant to Section 2.03(c) and Swing Line Advances by a Lender pursuant to Section 2.02(b)) and of each Issuing Bank to issue Letters of Credit shall automatically terminate be terminated and (z) the principal of the Loans then outstandingNotes, and the cash collateral for the LC Exposure in accordance with Section 2.06(g) hereof, together with accrued all such interest thereon and all fees and other obligations of the Borrower accrued hereunder, such amounts shall automatically become and be due and payable, in each case without presentment, demand, protest or other any notice of any kind, all of which are hereby expressly waived by the Borrower. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, increase the rate of interest applicable to the Loans and other Obligations as set forth in this Agreement in accordance with Section 2.13(d) hereof and exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC.

ERISA Events. An Any ERISA Event shall have occurred that, when taken together with respect to a Plan and the sum (determined as of the date of occurrence of such ERISA Event) of the Insufficiency of such Plan and the Insufficiency of any and all other Plans with respect to which an ERISA Events that Event shall have occurred, would reasonably be expected to result in a Significant Liability occurred and then exist (or the liability of the Borrower Loan Parties and its Subsidiaries; the ERISA Affiliates related to such ERISA Event) exceeds $5,000,000, then, and in every such event (other than an event with respect to the Borrower described in clause (f) or (g) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and (i) shall at the request request, or may with the consent, of the Required Lenders shallLenders, by notice to the Borrower, take either declare the Commitments of each Lender Party and the obligation of each Lender Party to make Advances (other than Letter of Credit Advances by an Issuing Bank or both a Lender pursuant to Section 2.03(c) and Swing Line Advances by a Lender pursuant to Section 2.02(b)) and of the following actions, at the same or different times: (i) terminate the Commitmentseach Issuing Bank to issue Letters of Credit to be terminated, whereupon the Commitments same shall terminate immediatelyforthwith terminate, and (ii) shall at the request, or may with the consent, of the Required Lenders, (A) by notice to the Borrower, declare the Loans then outstanding Advances, all interest thereon and all other amounts payable under this Agreement and the other Loan Documents to be due and payable in whole (or in part, but ratably as among the Classes of Loans and the Loans of each Class at the time outstanding, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), whereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued whereupon the Advances, all such interest thereon and all fees and other obligations of the Borrower accrued hereunder, such amounts shall become and be forthwith due and payable immediatelypayable, in each case without presentment, demand, protest or other further notice of any kind, all of which are hereby expressly waived by the Borrower, and (iiiB) require cash collateral for by notice to each party required under the LC Exposure terms of any agreement in accordance with Section 2.06(g) hereofsupport of which a Letter of Credit is issued, request that all Obligations under such agreement be declared to be due and payable; and provided, however, that in the case event of any event an actual or deemed entry of an order for relief with respect to the Borrower described in clause under any Bankruptcy Law, (fy) or (g) of this Article, the Commitments of each Lender Party and the obligation of each Lender Party to make Advances (other than Letter of Credit Advances by an Issuing Bank or a Lender pursuant to Section 2.03(c) and Swing Line Advances by a Lender pursuant to Section 2.02(b)) and of each Issuing Bank to issue Letters of Credit shall automatically terminate be terminated and (z) the principal of the Loans then outstandingAdvances, and the cash collateral for the LC Exposure in accordance with Section 2.06(g) hereof, together with accrued all such interest thereon and all fees and other obligations of the Borrower accrued hereunder, such amounts shall automatically become and be due and payable, in each case without presentment, demand, protest or other any notice of any kind, all of which are hereby expressly waived by the Borrower. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, increase the rate of interest applicable to the Loans and other Obligations as set forth in this Agreement in accordance with Section 2.13(d) hereof and exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC.

ERISA Events. An ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Significant Liability liability of the Borrower and its SubsidiariesSubsidiaries in an amount exceeding $50,000,000; then, and in every such event (other than an event with respect to the Borrower described in clause (f) or (g) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, whereupon the Commitments shall terminate immediately, (ii) declare the Loans then outstanding to be due and payable in whole (or in part, but ratably as among the Classes of Loans and the Loans of each Class at the time outstanding, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, and (iii) require cash collateral for the LC Exposure in accordance with Section 2.06(g) hereof; and in the case of any event with respect to the Borrower described in clause (f) or (g) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, and the cash collateral for the LC Exposure in accordance with Section 2.06(g) hereof, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, increase the rate of interest applicable to the Loans and other Obligations as set forth in this Agreement in accordance with Section 2.13(d) hereof and exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC.

ERISA Events. An Any ERISA Event shall have occurred thatwith respect to a Plan and the aggregate liability to the Loan Parties and the ERISA Affiliates that has resulted, when taken together or is reasonably expected to result, out of, in connection with all or from such ERISA Event and any other ERISA Events that which shall have occurred, would reasonably be expected occurred and then exist with respect to result in a Significant Liability of the Borrower and its SubsidiariesPlan exceeds $10,000,000; then, and in every such event (other than an event with respect to the Borrower described in clause (f) or (g) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and (i) shall at the request request, or may with the consent, of the Required Lenders shallLenders, by notice to the Borrower, take either declare the Commitments of each Lender Party and the obligation of each Lender Party to make Advances (other than Letter of Credit Advances by an Issuing Bank or both a Lender pursuant to Section 2.03(c) and Swing Line Advances by a Lender pursuant to Section 2.02(b)) and of the following actions, at the same or different times: (i) terminate the Commitmentseach Issuing Bank to issue Letters of Credit to be terminated, whereupon the Commitments same shall terminate immediatelyforthwith terminate, (ii) shall at the request, or may with the consent, of the Required Lenders, (A) by notice to the Borrower, declare the Loans then outstanding Advances, all interest thereon and all other amounts payable under this Agreement and the other Loan Documents (other than Guaranteed Hedge Agreements, for which the terms of such agreements shall govern and control) to be due and payable in whole (or in part, but ratably as among the Classes of Loans and the Loans of each Class at the time outstanding, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), whereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued whereupon the Advances, all such interest thereon and all fees and other obligations of the Borrower accrued hereunder, such amounts shall become and be forthwith due and payable immediatelypayable, in each case without presentment, demand, protest or other further notice of any kind, all of which are hereby expressly waived by the Borrower, and (iiiB) require cash collateral for by notice to each party required under the LC Exposure terms of any agreement in accordance with Section 2.06(g) hereofsupport of which a Letter of Credit is issued, request that all Obligations under such agreement be declared to be due and payable; and provided, however, that in the case event of any event an actual or deemed entry of an order for relief with respect to the Borrower described in clause under any Bankruptcy Law, (fy) or (g) of this Article, the Commitments of each Lender Party and the obligation of each Lender Party to make Advances (other than Letter of Credit Advances by an Issuing Bank or a Lender pursuant to Section 2.03(c) and Swing Line Advances by a Lender pursuant to Section 2.02(b)) and of each Issuing Bank to issue Letters of Credit shall automatically terminate be terminated and (z) the principal of the Loans then outstandingAdvances, and the cash collateral for the LC Exposure in accordance with Section 2.06(g) hereof, together with accrued all such interest thereon and all fees and other obligations of the Borrower accrued hereunder, such amounts shall automatically become and be due and payable, in each case without presentment, demand, protest or other any notice of any kind, all of which are hereby expressly waived by the Borrower. Upon the occurrence ; and during the continuance of an Event of Default, the Administrative Agent may, and (iii) shall at the request request, or may with the consent of the Required Lenders shallLenders, increase the rate of interest applicable proceed to the Loans and other Obligations as set forth in this Agreement in accordance with Section 2.13(d) hereof and exercise any enforce its rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under for the UCC.benefit of the Lender Parties by appropriate proceedings. 

ERISA Events. An Any ERISA Event shall have occurred thatwith respect to a Plan and the aggregate liability to the Loan Parties and the ERISA Affiliates that has resulted, when taken together or is reasonably expected to result, out of, in connection with all or from such ERISA Event and any other ERISA Events that which shall have occurred, would reasonably be expected occurred and then exist with respect to result in a Significant Liability of the Borrower and its SubsidiariesPlan exceeds $10,000,000; then, and in every such event (other than an event with respect to the Borrower described in clause (f) or (g) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and (i) shall at the request request, or may with the consent, of the Required Lenders shallLenders, by notice to the Borrower, take either or both declare the Commitments of each Lender and the following actions, at the same or different times: (i) terminate the Commitmentsobligation of each Lender to make Advances to be terminated, whereupon the Commitments same shall terminate immediatelyforthwith terminate, (ii) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the Loans then outstanding Advances, all interest thereon and all other amounts payable under this Agreement and the other Loan Documents (other than Guaranteed Hedge Agreements, for which the terms of such agreements shall govern and control) to be due and payable in whole (or in part, but ratably as among the Classes of Loans and the Loans of each Class at the time outstanding, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), whereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued whereupon the Advances, all such interest thereon and all fees and other obligations of the Borrower accrued hereunder, such amounts shall become and be forthwith due and payable immediatelypayable, in each case without presentment, demand, protest or other further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, and (iii) require cash collateral for the LC Exposure in accordance with Section 2.06(g) hereof; and however, that in the case event of any event an actual or deemed entry of an order for relief with respect to the Borrower described in clause under any Bankruptcy Law, (fy) or (g) of this Article, the Commitments of each Lender and the obligation of each Lender to make Advances shall automatically terminate be terminated and (z) the principal of the Loans then outstandingAdvances, and the cash collateral for the LC Exposure in accordance with Section 2.06(g) hereof, together with accrued all such interest thereon and all fees and other obligations of the Borrower accrued hereunder, such amounts shall automatically become and be due and payable, in each case without presentment, demand, protest or other any notice of any kind, all of which are hereby expressly waived by the Borrower. Upon the occurrence ; and during the continuance of an Event of Default, the Administrative Agent may, and (iii) shall at the request request, or may with the consent of the Required Lenders shallLenders, increase the rate of interest applicable proceed to the Loans and other Obligations as set forth in this Agreement in accordance with Section 2.13(d) hereof and exercise any enforce its rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under for the UCC.benefit of the Lenders by appropriate proceedings. 

ERISA Events. An Any ERISA Event shall have occurred that, when taken together with respect to a Plan and the sum (determined as of the date of occurrence of such ERISA Event) of the Insufficiency of such Plan and the Insufficiency of any and all other Plans with respect to which an ERISA Events that Event shall have occurred, would reasonably be expected to result in a Significant Liability occurred and then exist (or the liability of the Borrower Loan Parties and its Subsidiariesthe ERISA Affiliates related to such ERISA Event) exceeds $10,000,000; then, and in every such event (other than an event with respect to the Borrower described in clause (f) or (g) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and (i) shall at the request request, or may with the consent, of the Required Lenders shallLenders, by notice to the Borrower, take either or both declare the Commitments of each Lender and the following actions, at the same or different times: (i) terminate the Commitmentsobligation of each Lender to make Term Advances, whereupon the Commitments same shall terminate immediatelyforthwith terminate, and (ii) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the Loans then outstanding Notes, all interest thereon and all other amounts payable under this Agreement and the other Loan Documents to be due and payable in whole (or in part, but ratably as among the Classes of Loans and the Loans of each Class at the time outstanding, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), whereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued whereupon the Notes, all such interest thereon and all fees and other obligations of the Borrower accrued hereunder, such amounts shall become and be forthwith due and payable immediatelypayable, in each case without presentment, demand, protest or other further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, and (iii) require cash collateral for the LC Exposure in accordance with Section 2.06(g) hereof; and however, that in the case event of any event an actual or deemed entry of an order for relief with respect to the Borrower described in clause under any Bankruptcy Law, (fy) or (g) of this Article, the Commitments of each Lender and the obligation of each Lender to make Term Advances shall automatically terminate be terminated and (z) the principal of the Loans then outstandingNotes, and the cash collateral for the LC Exposure in accordance with Section 2.06(g) hereof, together with accrued all such interest thereon and all fees and other obligations of the Borrower accrued hereunder, such amounts shall automatically become and be due and payable, in each case without presentment, demand, protest or other any notice of any kind, all of which are hereby expressly waived by the Borrower. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, increase the rate of interest applicable to the Loans and other Obligations as set forth in this Agreement in accordance with Section 2.13(d) hereof and exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC.

ERISA Events. An Any ERISA Event shall have occurred thatwith respect to a Plan and the aggregate liability to the Loan Parties and the ERISA Affiliates that has resulted, when taken together or is reasonably expected to result, out of, in connection with all or from such ERISA Event and any other ERISA Events that which shall have occurred, would reasonably be expected occurred and then exist with respect to result in a Significant Liability of the Borrower and its Subsidiaries; thenPlan exceeds $10,000,000;then, and in every such event (other than an event with respect to the Borrower described in clause (f) or (g) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and (i) shall at the request request, or may with the consent, of the Required Lenders shallLenders, by notice to the Borrower, take either declare the Commitments of each Lender Party and the obligation of each Lender Party to make Advances (other than Letter of Credit Advances by an Issuing Bank or both a Lender pursuant to Section 2.03(c) and Swing Line Advances by a Lender pursuant to Section 2.02(b)) and of the following actions, at the same or different times: (i) terminate the Commitmentseach Issuing Bank to issue Letters of Credit to be terminated, whereupon the Commitments same shall terminate immediatelyforthwith terminate, (ii) shall at the request, or may with the consent, of the Required Lenders, (A) by notice to the Borrower, declare the Loans then outstanding Advances, all interest thereon and all other amounts payable under this Agreement and the other Loan Documents (other than Guaranteed Hedge Agreements, for which the terms of such agreements shall govern and control) to be due and payable in whole (or in part, but ratably as among the Classes of Loans and the Loans of each Class at the time outstanding, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), whereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued whereupon the Advances, all such interest thereon and all fees and other obligations of the Borrower accrued hereunder, such amounts shall become and be forthwith due and payable immediatelypayable, in each case without presentment, demand, protest or other further notice of any kind, all of which are hereby expressly waived by the Borrower, and (iiiB) require cash collateral for by notice to each party required under the LC Exposure terms of any agreement in accordance with Section 2.06(g) hereofsupport of which a Letter of Credit is issued, request that all Obligations under such agreement be declared to be due and payable; and provided, however, that in the case event of any event an actual or deemed entry of an order for relief with respect to the Borrower described in clause under any Bankruptcy Law, (fy) or (g) of this Article, the Commitments of each Lender Party and the obligation of each Lender Party to make Advances (other than Letter of Credit Advances by an Issuing Bank or a Lender pursuant to Section 2.03(c) and Swing Line Advances by a Lender pursuant to Section 2.02(b)) and of each Issuing Bank to issue Letters of Credit shall automatically terminate be terminated and (z) the principal of the Loans then outstandingAdvances, and the cash collateral for the LC Exposure in accordance with Section 2.06(g) hereof, together with accrued all such interest thereon and all fees and other obligations of the Borrower accrued hereunder, such amounts shall automatically become and be due and payable, in each case without presentment, demand, protest or other any notice of any kind, all of which are hereby expressly waived by the Borrower. Upon the occurrence ; and during the continuance of an Event of Default, the Administrative Agent may, and (iii) shall at the request request, or may with the consent of the Required Lenders shallLenders, increase the rate of interest applicable proceed to the Loans and other Obligations as set forth in this Agreement in accordance with Section 2.13(d) hereof and exercise any enforce its rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under for the UCCbenefit of the Lender Parties by appropriate proceedings.

ERISA Events. An Any ERISA Event shall have occurred that, when taken together with respect to a Plan and the sum (determined as of the date of occurrence of such ERISA Event) of the Insufficiency of such Plan and the Insufficiency of any and all other Plans with respect to which an ERISA Events that Event shall have occurred, would reasonably be expected to result in a Significant Liability occurred and then exist (or the liability of the Borrower Loan Parties and its Subsidiariesthe ERISA Affiliates related to such ERISA Event) exceeds $20,000,000; then, and in every such event (other than an event with respect to the Borrower described in clause (f) or (g) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and (i) shall at the request request, or may with the consent, of the Required Lenders shallLenders, by notice to the Borrower, take either declare the Commitments of each Lender Party that is a Lender and the obligation of each Lender Party that is a Lender to make Revolving Credit Advances (other than Letter of Credit Advances by an Issuing Bank or both a Lender pursuant to Section 2.03(c) and Swing Line Advances by a Lender to the Swing Line Bank for a prior Swing Line Borrowing pursuant to Section 2.02(b)) and of the following actions, at the same or different times: (i) terminate the Commitmentseach Issuing Bank to issue Letters of Credit to be terminated, whereupon the Commitments same shall terminate immediatelyforthwith terminate, and (ii) shall at the request, or may with the consent, of the Required Lenders, (A) by notice to the Borrower, declare the Loans then outstanding Notes, all interest thereon and all other amounts payable under this Agreement and the other Loan Documents to be due and payable in whole (or in part, but ratably as among the Classes of Loans and the Loans of each Class at the time outstanding, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), whereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued whereupon the Notes, all such interest thereon and all fees and other obligations of the Borrower accrued hereunder, such amounts shall become and be forthwith due and payable immediatelypayable, in each case without presentment, demand, protest or other further notice of any kind, all of which are hereby expressly waived by the Borrower, and (iiiB) require cash collateral for by notice to each party required under the LC Exposure terms of any agreement in accordance with Section 2.06(g) hereofsupport of which a Letter of Credit is issued, request that all Obligations under such agreement be declared to be due and payable; and provided, however that in the case event of any event an actual or deemed entry of an order for relief with respect to the Borrower described in clause or any other Loan Party under any Bankruptcy Law, (fy) or (g) of this Article, the Commitments of each Lender Party that is a Lender and the obligation of each Lender Party that is a Lender to make Revolving Credit Advances (other than Letter of Credit Advances by an Issuing Bank or a Lender pursuant to Section 2.03(c) and Swing Line Advances by a Lender pursuant to Section 2.02(b)) and of each Issuing Bank to issue Letters of Credit shall automatically terminate be terminated and (z) the principal of the Loans then outstandingNotes, and the cash collateral for the LC Exposure in accordance with Section 2.06(g) hereof, together with accrued all such interest thereon and all fees and other obligations of the Borrower accrued hereunder, such amounts shall automatically become and be due and payable, in each case without presentment, demand, protest or other any notice of any kind, all of which are hereby expressly waived by the Borrower. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, increase the rate of interest applicable to the Loans and other Obligations as set forth in this Agreement in accordance with Section 2.13(d) hereof and exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC.

ERISA Events. An Any ERISA Event shall have occurred thatwith respect to a Plan and the aggregate liability to the Loan Parties and the ERISA Affiliates that has resulted, when taken together or is reasonably expected to result, out of, in connection with all or from such ERISA Event and any other ERISA Events that which shall have occurred, would reasonably be expected occurred and then exist with respect to result in a Significant Liability of the Borrower and its SubsidiariesPlan exceeds $10,000,000; then, and in every such event (other than an event with respect to the Borrower described in clause (f) or (g) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and (i) shall at the request request, or may with the consent, of the Required Lenders shallLenders, by notice to the Borrower, take either declare the Commitments of each Lender Party and the obligation of each Lender Party to make Advances (other than Letter of Credit Advances by an Issuing Bank or both a Lender pursuant to Section 2.03(c) and Swing Line Advances by a Lender pursuant to Section 2.02(b)) and of the following actions, at the same or different times: (i) terminate the Commitmentseach Issuing Bank to issue Letters of Credit to be terminated, whereupon the Commitments same shall terminate immediatelyforthwith terminate, (ii) shall at the request, or may with the consent, of the Required Lenders, (A) by notice to the Borrower, declare the Loans then outstanding Advances, all interest thereon and all other amounts payable under this Agreement and the other Loan Documents (other than Guaranteed Hedge Agreements, for which the terms of such agreements shall govern and control) to be due and payable in whole (or in part, but ratably as among the Classes of Loans and the Loans of each Class at the time outstanding, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), whereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued whereupon the Advances, all such interest thereon and all fees and other obligations of the Borrower accrued hereunder, such amounts shall become and be forthwith due and payable immediatelypayable, in each case without presentment, demand, protest or other further notice of any kind, all of which are hereby expressly waived by the Borrower, and (iiiB) require cash collateral for by notice to each party required under the LC Exposure terms of any agreement in accordance with Section 2.06(g) hereofsupport of which a Letter of Credit is issued, request that all Obligations under such agreement be declared to be due and payable; and provided, however, that in the case event of any event an actual or deemed entry of an order for relief with respect to the Borrower described in clause under any Bankruptcy Law, (fy) or (g) of this Article, the Commitments of each Lender Party and the obligation of each Lender Party to make Advances (other than Letter of Credit Advances by an Issuing Bank or a Lender pursuant to Section 2.03(c) and Swing Line Advances by a Lender pursuant to Section 2.02(b)) and of each Issuing Bank to issue Letters of Credit shall automatically terminate be terminated and (z) the principal of the Loans then outstandingAdvances, and the cash collateral for the LC Exposure in accordance with Section 2.06(g) hereof, together with accrued all such interest thereon and all fees and other obligations of the Borrower accrued hereunder, such amounts shall automatically become and be due and payable, in each case without presentment, demand, protest or other any notice of any kind, all of which are hereby expressly waived by the Borrower. Upon the occurrence ; and during the continuance of an Event of Default, the Administrative Agent may, and (iii) shall at the request 105 request, or may with the consent of the Required Lenders shallLenders, increase the rate of interest applicable proceed to the Loans and other Obligations as set forth in this Agreement in accordance with Section 2.13(d) hereof and exercise any enforce its rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under for the UCC.benefit of the Lender Parties by appropriate proceedings. 

ERISA Events. An Any ERISA Event shall have occurred that, when taken together with respect to a Plan and the sum (determined as of the date of occurrence of such ERISA Event) of the Insufficiency of such Plan and the Insufficiency of any and all other Plans with respect to which an ERISA Events that Event shall have occurred, would reasonably be expected to result in a Significant Liability occurred and then exist (or the liability of the Borrower Loan Parties and its Subsidiariesthe ERISA Affiliates related to such ERISA Event) exceeds $5,000,000; then, and in every such event (other than an event with respect to the Borrower described in clause (f) or (g) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and (i) shall at the request request, or may with the consent, of the Required Lenders shallLenders, by notice to the Borrower, take either declare the Commitments of each Lender Party and the obligation of each Lender Party to make Advances (other than Letter of Credit Advances by an Issuing Bank or both a Revolving Credit Lender pursuant to Section 2.03(c) and Swing Line Advances by a Revolving Credit Lender pursuant to Section 2.02(b)) and of the following actions, at the same or different times: (i) terminate the Commitmentseach Issuing Bank to issue Letters of Credit to be terminated, whereupon the Commitments same shall terminate immediatelyforthwith terminate, and (ii) shall at the request, or may with the consent, of the Required Lenders, (A) by notice to the Borrower, declare the Loans then outstanding Advances, all interest thereon and all other amounts payable under this Agreement and the other Loan Documents (other than Guaranteed Hedge Agreements, for which the terms of such agreements shall govern and control) to be due and payable in whole (or in part, but ratably as among the Classes of Loans and the Loans of each Class at the time outstanding, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), whereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued whereupon the Advances, all such interest thereon and all fees and other obligations of the Borrower accrued hereunder, such amounts shall become and be forthwith due and payable immediatelypayable, in each case without presentment, demand, protest or other further notice of any kind, all of which are hereby expressly waived by the Borrower, and (iiiB) require cash collateral for by notice to each party required under the LC Exposure terms of any agreement in accordance with Section 2.06(g) hereofsupport of which a Letter of Credit is issued, request that all Obligations under such agreement be declared to be due and payable; and provided, however, that in the case event of any event an actual or deemed entry of an order for relief with respect to the Borrower described in clause under any Bankruptcy Law, (fy) or (g) of this Article, the Commitments of each Lender Party and the obligation of each Lender Party to make Advances (other than Letter of Credit Advances by an Issuing Bank or a Revolving Credit Lender pursuant to Section 2.03(c) and Swing Line Advances by a Revolving Credit Lender pursuant to Section 2.02(b)) and of each Issuing Bank to issue Letters of Credit shall automatically terminate be terminated and (z) the principal of the Loans then outstandingAdvances, and the cash collateral for the LC Exposure in accordance with Section 2.06(g) hereof, together with accrued all such interest thereon and all fees and other obligations of the Borrower accrued hereunder, such amounts shall automatically become and be due and payable, in each case without presentment, demand, protest or other any notice of any kind, all of which are hereby expressly waived by the Borrower. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, increase the rate of interest applicable to the Loans and other Obligations as set forth in this Agreement in accordance with Section 2.13(d) hereof and exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC.

ERISA Events. An Any ERISA Event shall have occurred that, when taken together with all other ERISA Events respect to a Plan that have occurred, would reasonably be expected to result in have a Significant Liability of the Borrower and its SubsidiariesMaterial Adverse Effect; then, and in every such event (other than an event with respect to the Borrower described in clause (f) or (g) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and (i) shall at the request request, or may with the consent, of the Required Lenders shallLenders, by notice to the Borrower, take either or both declare the Commitments of each Lender and the following actions, at the same or different times: (i) terminate the Commitmentsobligation of each Lender to make Advances, whereupon the Commitments same shall terminate immediatelyforthwith terminate, (ii) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the Loans then outstanding Advances, all interest thereon and all other amounts payable under this Agreement and the other Loan Documents to be due and payable in whole (or in part, but ratably as among the Classes of Loans and the Loans of each Class at the time outstanding, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), whereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued whereupon the Advances, all such interest thereon and all fees and other obligations of the Borrower accrued hereunder, such amounts shall become and be forthwith due and payable immediatelypayable, in each case without presentment, demand, protest or other further notice of any kind, all of which are hereby expressly waived by the BorrowerBorrower request that all Obligations under such agreement be declared to be due and payable; provided, and (iii) require cash collateral for the LC Exposure in accordance with Section 2.06(g) hereof; and however, that in the case event of any event an actual or deemed entry of an order for relief with respect to the Borrower described in clause under any Bankruptcy Law, (fy) or (g) of this Article, the Commitments of each Lender and the obligation of each Lender to make Advances shall automatically terminate be terminated and (z) the principal of the Loans then outstandingAdvances, and the cash collateral for the LC Exposure in accordance with Section 2.06(g) hereof, together with accrued all such interest thereon and all fees and other obligations of the Borrower accrued hereunder, such amounts shall automatically become and be due and payable, in each case without presentment, demand, protest or other any notice of any kind, all of which are hereby expressly waived by the Borrower. Upon the occurrence ; and during the continuance of an Event of Default, the Administrative Agent may, and (iii) shall at the request request, or may with the consent of the Required Lenders shallLenders, increase the rate of interest applicable proceed to the Loans and other Obligations as set forth in this Agreement in accordance with Section 2.13(d) hereof and exercise any enforce its rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under for the UCCbenefit of the Lenders by appropriate proceedings.

ERISA Events. An Any ERISA Event shall have occurred that, when taken together with respect to a Plan and the sum (determined as of the date of occurrence of such ERISA Event) of the Insufficiency of such Plan and the Insufficiency of any and all other Plans with respect to which an ERISA Events that Event shall have occurred, would reasonably be expected to result in a Significant Liability occurred and then exist (or the liability of the Borrower Loan Parties and its Subsidiariesthe ERISA Affiliates related to such ERISA Event) exceeds $5,000,000; then, and in every such event (other than an event with respect to the Borrower described in clause (f) or (g) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and (i) shall at the request request, or may with the consent, of the Required Lenders shallLenders, by notice to the Borrower, take either or both declare the Commitments of each Lender and the following actions, at the same or different times: (i) terminate the Commitmentsobligation of each Lender to make Advances to be terminated, whereupon the Commitments same shall terminate immediatelyforthwith terminate, (ii) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the Loans then outstanding Advances, all interest thereon and all other amounts payable under this Agreement and the other Loan Documents to be due and payable in whole (or in part, but ratably as among the Classes of Loans and the Loans of each Class at the time outstanding, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), whereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued whereupon the Advances, all such interest thereon and all fees and other obligations of the Borrower accrued hereunder, such amounts shall become and be forthwith due and payable immediatelypayable, in each case without presentment, demand, protest or other further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, and (iii) require cash collateral for the LC Exposure in accordance with Section 2.06(g) hereof; and however, that in the case event of any event an actual or deemed entry of an order for relief with respect to the Borrower described in clause under the Bankruptcy Code, (fy) or (g) of this Article, the Commitments of each Lender and the obligation of each Lender to make Advances shall automatically terminate be terminated and (z) the principal of the Loans then outstandingAdvances, and the cash collateral for the LC Exposure in accordance with Section 2.06(g) hereof, together with accrued all such interest thereon and all fees and other obligations of the Borrower accrued hereunder, such amounts shall automatically become and be due and payable, in each case without presentment, demand, protest or other any notice of any kind, all of which are hereby expressly waived by the Borrower. Upon the occurrence ; and during the continuance of an Event of Default, the Administrative Agent may, and (iii) shall at the request of the Required Lenders shall, increase the rate of interest applicable to the Loans and other Obligations as set forth in this Agreement in accordance with Section 2.13(d) hereof and exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC.the

ERISA Events. An Any ERISA Event shall have occurred that, when taken together with respect to a Plan and the sum (determined as of the date of occurrence of such ERISA Event) of the Insufficiency of such Plan and the Insufficiency of any and all other Plans with respect to which an ERISA Events that Event shall have occurred, would reasonably be expected to result in a Significant Liability occurred and then exist (or the liability of the Borrower Loan Parties and its Subsidiariesthe ERISA Affiliates related to such ERISA Event) exceeds $10,000,000; then, and in every such event (other than an event with respect to the Borrower described in clause (f) or (g) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and (i) shall at the request request, or may with the consent, of the Required Lenders shallLenders, by notice to the Borrower, take either declare the Commitments of each Lender Party and the obligation of each Lender Party to make Advances (other than Letter of Credit Advances by an Issuing Bank or both a Lender pursuant to Section 2.03(c) and Swing Line Advances by a Lender pursuant to Section 2.02(b)) and of the following actions, at the same or different times: (i) terminate the Commitmentseach Issuing Bank to issue Letters of Credit to be terminated, whereupon the Commitments same shall terminate immediatelyforthwith terminate, and (ii) shall at the request, or may with the consent, of the Required Lenders, (A) by notice to the Borrower, declare the Loans then outstanding Notes, all interest thereon and all other amounts payable under this Agreement and the other Loan Documents to be due and payable in whole (or in part, but ratably as among the Classes of Loans and the Loans of each Class at the time outstanding, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), whereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued whereupon the Notes, all such interest thereon and all fees and other obligations of the Borrower accrued hereunder, such amounts shall become and be forthwith due and payable immediatelypayable, in each case without presentment, demand, protest or other further notice of any kind, all of which are hereby expressly waived by the Borrower, (B) by notice to each party required under the terms of any agreement in support of which a Letter of Credit is issued, request that all Obligations under such agreement be declared to be due and payable and (iiiC) require cash collateral for by notice to each Issuing Bank, direct such Issuing Bank to deliver a Default Termination Notice to the LC Exposure in accordance with Section 2.06(g) hereofbeneficiary of each Letter of Credit issued by it, and each Issuing Bank shall deliver such Default Termination Notices; and provided, however, that in the case event of any event an actual or deemed entry of an order for relief with respect to the Borrower described in clause under any Bankruptcy Law, (fy) or (g) of this Article, the Commitments of each Lender Party and the obligation of each Lender Party to make Advances (other than Letter of Credit Advances by an Issuing Bank or a Lender pursuant to Section 2.03(c) and Swing Line Advances by a Lender pursuant to Section 2.02(b)) and of each Issuing Bank to issue Letters of Credit shall automatically terminate be terminated and (z) the principal of the Loans then outstandingNotes, and the cash collateral for the LC Exposure in accordance with Section 2.06(g) hereof, together with accrued all such interest thereon and all fees and other obligations of the Borrower accrued hereunder, such amounts shall automatically become and be due and payable, in each case without presentment, demand, protest or other any notice of any kind, all of which are hereby expressly waived by the Borrower. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, increase the rate of interest applicable to the Loans and other Obligations as set forth in this Agreement in accordance with Section 2.13(d) hereof and exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC.

ERISA Events. An Any ERISA Event shall have occurred thatwith respect to a Plan and the aggregate liability to the Loan Parties and the ERISA Affiliates that has resulted, when taken together or is reasonably expected to result, out of, in connection with all or from such ERISA Event and any other Annex A - 79 ERISA Events that which shall have occurred, would reasonably be expected occurred and then exist with respect to result in a Significant Liability of the Borrower and its SubsidiariesPlan exceeds $10,000,000; then, and in every such event (other than an event with respect to the Borrower described in clause (f) or (g) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and (i) shall at the request request, or may with the consent, of the Required Lenders shallLenders, by notice to the Borrower, take either or both declare the Commitments of each Lender and the following actions, at the same or different times: (i) terminate the Commitmentsobligation of each Lender to make Advances to be terminated, whereupon the Commitments same shall terminate immediatelyforthwith terminate, (ii) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the Loans then outstanding Advances, all interest thereon and all other amounts payable under this Agreement and the other Loan Documents (other than Guaranteed Hedge Agreements, for which the terms of such agreements shall govern and control) to be due and payable in whole (or in part, but ratably as among the Classes of Loans and the Loans of each Class at the time outstanding, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), whereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued whereupon the Advances, all such interest thereon and all fees and other obligations of the Borrower accrued hereunder, such amounts shall become and be forthwith due and payable immediatelypayable, in each case without presentment, demand, protest or other further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, and (iii) require cash collateral for the LC Exposure in accordance with Section 2.06(g) hereof; and however, that in the case event of any event an actual or deemed entry of an order for relief with respect to the Borrower described in clause under any Bankruptcy Law, (fy) or (g) of this Article, the Commitments of each Lender and the obligation of each Lender to make Advances shall automatically terminate be terminated and (z) the principal of the Loans then outstandingAdvances, and the cash collateral for the LC Exposure in accordance with Section 2.06(g) hereof, together with accrued all such interest thereon and all fees and other obligations of the Borrower accrued hereunder, such amounts shall automatically become and be due and payable, in each case without presentment, demand, protest or other any notice of any kind, all of which are hereby expressly waived by the Borrower. Upon the occurrence ; and during the continuance of an Event of Default, the Administrative Agent may, and (iii) shall at the request request, or may with the consent of the Required Lenders shallLenders, increase the rate of interest applicable proceed to the Loans and other Obligations as set forth in this Agreement in accordance with Section 2.13(d) hereof and exercise any enforce its rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under for the UCC.benefit of the Lenders by appropriate proceedings. 

ERISA Events. An Any ERISA Event shall have occurred that, when taken together with respect to a Plan and the sum (determined as of the date of occurrence of such ERISA Event) of the Insufficiency of such Plan and the Insufficiency of any and all other Plans with respect to which an ERISA Events that Event shall have occurred, would reasonably be expected to result in a Significant Liability occurred and then exist (or the liability of the Borrower Loan Parties and its Subsidiariesthe ERISA Affiliates related to such ERISA Event) exceeds $5,000,000; then, and in every such event (other than an event with respect to the Borrower described in clause (f) or (g) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and (i) shall at the request request, or may with the consent, of the Required Lenders shallLenders, by notice to the BorrowerBorrowers, take either or both declare the Term Commitments of each Lender and the following actions, at the same or different times: (i) terminate the Commitmentsobligation of each Lender to make Term Advances to be terminated, whereupon the Commitments same shall terminate immediatelyforthwith terminate, and (ii) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrowers, declare the Loans then outstanding Notes, all interest thereon and all other amounts payable under this Agreement and the other Loan Documents to be due and payable in whole (or in part, but ratably as among the Classes of Loans and the Loans of each Class at the time outstanding, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), whereupon the principal of the Loans so declared to be forthwith due and payable, together with accrued whereupon the Notes, all such interest thereon and all fees and other obligations of the Borrower accrued hereunder, such amounts shall become and be forthwith due and payable immediatelypayable, in each case without presentment, demand, protest or other further notice of any kind, all of which are hereby expressly waived by the each Borrower; provided, and (iii) require cash collateral for the LC Exposure in accordance with Section 2.06(g) hereof; and however, that in the case event of any event an actual or deemed entry of an order for relief with respect to the Borrower described in clause under any Bankruptcy Law, (fy) or (g) the Term Commitment of this Article, each Lender and the Commitments obligation of each Lender to make Term Advances shall automatically terminate be terminated and (z) the principal of the Loans then outstandingNotes, and the cash collateral for the LC Exposure in accordance with Section 2.06(g) hereof, together with accrued all such interest thereon and all fees and other obligations of the Borrower accrued hereunder, such amounts shall automatically become and be due and payable, in each case without presentment, demand, protest or other any notice of any kind, all of which are hereby expressly waived by the each Borrower. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, increase the rate of interest applicable to the Loans and other Obligations as set forth in this Agreement in accordance with Section 2.13(d) hereof and exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided under the UCC.